Your (“the Customer’s”) access to and use of the Platform is governed by these terms. Super Loci may severely limit the functionality or render inoperative the Platform in the event that the Customer breaches these terms or fails to pay any amount due to Super Loci.
Ownership of IP Rights
Except as otherwise expressly specified in this agreement:
as between Super Loci and the Customer, Super Loci has and retains all right, title and interest in and to any and all IP Rights subsisting in:
the Platform; and
any and all modifications, revisions, changes, or improvements in the Platform, from time to time, except in respect of Third Party Software; and
without limiting the above, Super Loci owns any and all new IP Rights developed or used by Super Loci in connection with the Platform.
No misuse of Super Loci IP Rights
The Customer will not (and must ensure that its personnel, contractors, subcontractors, officers, agents, and related entities do not):
do any act which may infringe any Super Loci IP Rights in (or in any way related to) the Platform;
in any way encourage, assist or procure a third party to take any of the actions referred to in this clause.
Without limiting the terms of any previously executed non disclosure agreement, neither party may disclose or use the other party’s Confidential Information except as contemplated by the terms.
Each party agrees to advise the other if it becomes aware of any misuse or unauthorised disclosure of the other party’s Confidential Information and to assist the other party with any action the other party takes.
The obligations imposed on a party under this clause 4 do not apply to information which, without a breach of confidence, is public knowledge or was in a party’s possession or developed by a party prior to that party obtaining that information from the other. If a party is required by law or the rules of any stock exchange to disclose the other party’s Confidential Information it may do so but that information remains Confidential Information for all other purposes.
Data and Derivative Materials
The Customer acknowledges and agrees that:
Super Loci may access, use, adapt, modify, reproduce, reformat, transform and process the Data, to the extent necessary to provide the Platform services;
Super Loci may create Derivative Materials from the Data, including by combining the Data with other information collected or otherwise obtained by Super Loci, but only provided that the Derivative Materials do not incorporate the Data or any of the Customer’s Confidential Information in a form that could reasonably identify any individual; and
Any existing or future IP Rights in any Derivative Materials vests in Super Loci absolutely.
Super Loci is not responsible for the quality of any data or images uploaded by the Customer. The Customer acknowledge that poor quality data or images will reduce the functionality of the Platform.
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Limitation of liability
To the fullest extent permitted by law, under no circumstances will Super Loci be liable to the Customer or any third party for any indirect, incidental, special, exemplary, punitive, third party or consequential loss or for any loss of business profits, loss of production, business interruption, loss of data or loss of business information arising out of, based on or resulting from the Customer’s use of the Platform (including any inability to use the Platform). These limitations and exclusions apply regardless of whether the loss, liability or damages arise from breach of contract, negligence or any other cause of action.
Super Loci may revise these Terms at any time by written notice to the Customer (including via email). Continued use of the Platform after receipt of such a notice, will be deem d acceptance of the revised Terms by the Customer.
In this document these terms have the following meanings:
Confidential Information of a party means information disclosed by that party to the other which is specified as that party’s confidential information, marked as or indicated to be confidential, is by its nature confidential; or which the other party knows or ought to know is confidential.
Data means all information provided by the Customer to Super Loci.
Derivative Materials means materials, data and insights derived or created by or on behalf of Super Loci or its staff, agents or contractors, which are based on, or created from, the Data.
IP Rights, an abbreviation of intellectual property rights, means all registered and unregistered rights in Australia and throughout the world whenever subsisting (now or in the future) in respect of copyright, trade or service marks, designs, patents, the protection of databases, inventions, discoveries, processes, methods, scientific, technical and product information, utility models, semiconductors or circuit layouts, trade, business or company names, indications of source or appellations of origin, trade secrets, know-how and confidential information, including the right to apply for the registration or grant of any such rights.
Platform means the video analytics software service developed by Super Loci as made available to you from time to time and including all functions, tools, modules, add-ons and features comprised in that Platform.
Third Party Software means software owned by third parties which is incorporated into the Platform.