Cibo Labs End User License Agreement

IMPORTANT: Unless it is superseded by a signed Licence Agreement between You and the Licensor, the Licensor is willing to Licence the Cibo Labs Platform and associated software, data, web services, or documentation (Licensed Material) to you only if you accept all the terms and conditions contained in this Licence Agreement.

This Licence Agreement (Agreement) contains the terms and conditions governing access to and use of all the Licensed Material obtained from the Licensor by You (Licensee). By accessing, clicking the “ACCEPT” or “ACTIVATE”, logging on to Cibo Labs, or similar option in connection with this Agreement, you agree to be bound by these terms and conditions. The Licensee acknowledges that the Licensor may update legal documentation for Cibo Labs, including this Agreement and reserves the right to vary or change these terms by written notice to the Licensee.

If You do not wish to agree to the terms and conditions as stated, then the Licensor is unwilling to Licence the Licensed Material to You. If you are entering into these Licence Terms on behalf of a company, other legal entity or government agency, you represent that you have the authority to bind that entity to the terms and conditions of these Licence Terms.

LICENCE AGREEMENT

Definitions
1. Licensor – Cibo Labs Pty Ltd (trading as Cibo Labs) (ABN 21 624 033 521), 6/15 Andrew St Point Arkwright QLD 4573.
2. Licence Fee – All Fees set by the Licensor for the Licensee to acquire access to the Licensed Material. These fees will be based on subscriptions or service agreements for an agreed Term to the Licensed Material.
3. Term means that period of time that Licensee is entitled to use the Licence, as set forth in Section 2 of these License Terms.
Grant of License
1. Subject to acceptance of the terms of this Agreement and payment by the Licensee of the Licence Fee, the Licensor grants to the Licensee a limited, non-exclusive, non-transferrable licence for the Term to use the Licensed Material (Licence).
2. The Term is one (1) year. In the case of a multi-year subscription the Term will be for the period for which the Licence Fee has been paid. The Licence commences upon payment of the Licence Fee and will continue for the Term, unless terminated in accordance with these License Terms. Upon expiration of each one (1) year period, the license term will automatically renew and the Licensee will be invoiced for the applicable license fees, unless the Licensee notifies the Licensor at least thirty (30) days prior to the end of the then current Term that Licensee does not want to renew the license.
Duration of license
1. The Licence comes into effect as set out in Clause 2 above and will remain in force while the Licensed Material is used in accordance with the provisions of this Licence Agreement, or until the Agreement is terminated in accordance with Clause 10 (Termination).
Licence Conditions
1. Licensed Material is for the Licensee’s internal use only
2. Licensed Material can be used by the Licensee’s consultants or agents directly in conjunction with Licensee projects, but the Licensee remains liable for any breaches of this Licence Agreement.
3. The Licenced Material can only be used by registered users nominated by the Licensee. The Licensee is solely responsible for the confidentiality, security and use of its passwords and account. The Licensor will have the right to rely upon any information received from any person using a password or other security measures assigned to the Licensee and will incur no liability for this reliance.
4. Licensed Material cannot be reverse engineered, decompiled, cross-assembled, disassembled or otherwise changed or reduced in any other form the Product(s).
5. Removal or obscuring the Licensor’s copyright or trademark notices is not permitted.
6. Licensee shall not act as a service bureau or commercial Application Service Provider (ASP) that allows third-party access to the Licensed Material. A commercial ASP means a licensee who uses the Licensed Material for a site or service and operates the site or the service for a profit, or generates revenue by charging for access to the site or service.
Security of Data
1. The Licensee shall be solely responsible for the use, supervision, management and control of the Licensed Material provided to the Licensee pursuant to this Agreement.
2. The Licensee warrants that it will use reasonable endeavours to ensure that the Licensed Material is protected at all times from access, use or misuse, damage or destruction by any person not authorised by the Licensor for that purpose.
3. The Licensor will use reasonable endeavours to ensure that Licensee Intellectual Property that is uploaded to the Cibo Labs platform is protected at all times from access, use or misuse, damage or destruction by any person not authorised by the Licensor for that purpose.

Implied Terms
1. All statutory or implied conditions and warranties are excluded to the extent permitted by law, including in respect of the state, quality or condition of the Licensed Material.
2. To the extent permitted by law, liability under any condition or warranty which cannot legally be excluded is limited to the supply by Licensor of equivalent property or the replacement by Licensor of the Licensed Material.
3. Licensee warrants that the Licensee has not relied on the skill or judgment of Licensor as to whether the Licensed Material is reasonably fit for any purpose for which it is being licensed.
4. Licensee agrees that the Licensor has no liability (except liability in negligence) to Licensee for any loss or damage, consequential or otherwise, suffered or incurred by Licensee caused by or resulting directly or indirectly from any failure, defect or deficiency of any kind in the Licensed Material and/or advice, recommendation, information or services provided to the Licensee by the Licensor.
Warranty and Indemnity
1. The Licensee warrants that it is empowered to enter into this Agreement and do all things that will be required by this Agreement.
2. The Licensee acknowledges that it has exercised its independent judgement in acquiring the Licensed Material and has not relied on any representation made by the Licensor which has not been stated expressly in this Agreement or upon any descriptions or illustrations or specifications contained in any document produced by the Licensor.
3. The Licensee acknowledges that the Licensed Material cannot be guaranteed error free, accurate or complete and further acknowledges that the existence of any errors shall not constitute a breach of this Licence.
4. The Licensee agrees to indemnify the Licensor and its officers and employees and agents, in respect of claims for loss, damage, or injury suffered by any person resulting from use by the Licensee or by a third party of the Licensed Material or any part thereof or of materials produced or derived from the Licensed Material except in the case of fraud, negligence or breach of trust by the Licensor and its officers and employees and agents.
5. In the event any statute implies terms into this Agreement which cannot be lawfully excluded such terms will apply to this Agreement save that the liability of the Licensor for breach of any such implied term will be limited to the replacement of goods to which the breach relates or the supply of equivalent goods.
6. The Licensor does not warrant that data provided through the Licenced Material is accurate, complete or up-to-date, or that its use will not infringe any third-party rights. Data provided through the Licenced Material may come from a number of third party data providers and those data providers are responsible for their particular datasets. The Licensee’s use of data provided through the Licenced Material is at your own risk. The Licensee should check the accuracy, completeness and currency of any dataset with the relevant data provider before relying on it. Please notify the licensor if you think any data is inaccurate, incomplete, unreliable or out of date.
Limitation of Liability
1. Licensor shall not be liable to Licensee for costs of procurement of substitute goods or services; lost profits; lost sales or business expenditures; investments; commitments in connection with any business; loss of any goodwill, or for any indirect, special, incidental, or consequential damages arising out of or related to this agreement or use of the Licensed Material however caused, on any theory of liability, and whether or not the Licensor has been advised of the possibility of such damage.
2. The total cumulative liability of the Licensor, from all causes of action of any kind, including, but not limited to, contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, shall not exceed the amounts paid by Licensee for the Licensed Material that give rise to the cause of action.
3. The Licensee may have additional rights under law that may not be waived or disclaimed. The Licensor does not seek to limit the Licensee’s warranty or remedies to any extent not permitted by law.
Copyright / Intellectual Property Rights
1. The Licensee acknowledges that the Licensed Material and associated documentation are subject to copyright. The Licensee shall not during the Term or any time after the expiry or termination of this Licence permit any act which infringes that copyright and without limiting the generality of the foregoing the Licensee specifically acknowledges that it may not copy the Licensed Material except as otherwise expressly authorised by the Agreement.
2. Unless otherwise indicated, the Website, the Licensed Material and all associated Intellectual Property Rights, data, information and software are owned by the Licensor and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. The Licensor reserves all of its Intellectual Property Rights.
3. Intellectual Property in property infrastructure locational & attributed spatial data, and any derived product relative to the property infrastructure locational & attributed spatial data collated by or on behalf of the Licensee will vest, on its creation, with the Licensee.
4. The Licensee warrants that you own or created the data or have the necessary rights, licenses or permissions to make the data available on Licenced Material.
5. In the event of a natural disaster/homeland security/emergency event the Licensee authorises the Licensor to make available any property infrastructure locational & attributed spatial data, and any derived product relative to the property infrastructure locational & attributed spatial data relevant to the authorised agency/s for operational purposes only by-way of a restrictive Licence for the duration of event and any subsequent investigation/s.
Termination
1. Either party may terminate this Agreement by giving 10 Business Days notice in writing to the other party if the other party:
  1. breaches any provision of the Agreement which is incapable of being remedied or where the breach is capable of being remedied, fails to remedy the breach within 10 Business Days after receiving written notice from the terminating party requiring it to do so; or
  2. In the event of insolvency.
2. If the Licensee elects not to accept variations to these terms proposed by the Licensor, the Licensee will be deemed to have terminated this agreement with immediate effect.
3. The Licensee must within 20 days of termination of this Agreement pay to the Licensor all Fees incurred and/or owing under the Agreement up to and including the date of termination or expiration.
4. The Licensee will be entitled to be reimbursed by the Licensor for the Licence Fee applicable to the remaining Term of the Licence on a pro rata basis if:
  1. the Licensee terminates the Agreement due to a breach by the Licensor and the breach is not remedied in accordance with clause 1(a) above; or
5. Upon expiry or termination of this Agreement, the Licensee must, stop use and at Licensor’s election, either return or destroy any copies of the Licensed Material in the Licensee’s possession, custody or control. If the Licensor requests, the Licensee will provide a certificate, or statutory declaration confirming compliance.
6. On the expiration or termination of this Agreement, the Licensor agrees to deliver to, destroy or otherwise deal with all material and records uploaded to the Cibo Labs platform by the Licensee as directed by the Licensee. The Licensor will ensure that material and records are used, copied, supplied or reproduced only for the purposes of this Agreement.
Updates
1. The Licensor is under no obligation under this Agreement to provide updates of the Licensed Material.
Assignment
1. The benefit of this Agreement shall not be dealt with in any way by the Licensee (whether by assignment, sub-licensing or otherwise) without the Licensor’s prior written consent.
2. The Licensor may assign its rights and obligations under this agreement to any person or entity. Prior written notification will be provided to the Licensee.
Waiver
1. Failure or neglect by either party to enforce at any time any of the provisions of this Agreement shall not be construed or deemed to be a waiver of that party’s rights under this Licence.
Governing Law
1. The law of the State of Queensland, Australia governs this Agreement and the Parties submit to the exclusive jurisdiction of the courts of the State of Queensland.
Privacy
1. The Licensee’s use of the Licensed Material must be in compliance with all Privacy legislation.
2. Any property infrastructure locational & attributed spatial data, and any derived product relative to the property infrastructure locational & attributed spatial data compiled, collated and secured by or on behalf of the Licensee is private and confidential.
3. The Licensor shall not, except as expressly authorised by the Licensee, reveal to any person any of the property infrastructure locational & attributed spatial data, and any derived product relative to the property infrastructure locational & attributed spatial data gathered on behalf of the Licensee.
4. The Licensor shall not, except as expressly authorised by the Licensee, or required by law, reveal to any person any of the confidential operations, dealings or affairs of the other, which may come to its knowledge through delivery of services and without limitation to the foregoing, shall not use or attempt to use any information or knowledge aforesaid in any manner which may injure or cause loss either directly or indirectly to the other.
5. The Licensor will not share personally identifiable information with third parties, except insofar as that information is required to fulfil a service that the Licensee has requested.
6. The Licensor reserves the right to disclose the Licensee’s personally identifiable information as required by law.
7. The Licensor may use the Licensee’s personal information, such as your email address, to send you information about the Licenced Material through our mailing lists. If you wish to unsubscribe from these messages, you can click the opt-out link at the bottom of an email, or you can contact us directly.
Miscellaneous
Relationship: This Agreement must not be construed as a joint venture or partnership.
Variation: The provisions of this Agreement cannot be varied except by agreement in writing signed by the parties
Severability: If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
Entire Understanding: This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter.
The Licensor tries to ensure that any information it holds about the Licensee is accurate, complete and up to date. The Licensee has a right to seek access to and correction of personal information held by the Licensor
The Licensee may provide links to external websites through the Licensed Material. These external linked sites are not under the control of the Licensor, and as Licensor is not responsible for the privacy practices or content of the entities that operate them.
The Licensor may update this Policy by publishing an updated version on the site. Notification will be provided to the Licensee prior to any changes taking effect.