Restacking the Odds
These terms apply to your use of the Seer Data Platform (Platform) as part of the Murdoch Children’s Research Institute (MCRI) led Restacking the Odds Project (RSTO). MCRI has a contractual agreement with Seer Data for the use of the Seer Data Platform for RSTO. In turn, MCRI has a contractual agreement with your employer as a participant in RSTO referred to as the Customers Partner in the contractual agreements between MCRI and Seer Data.
Throughout these Terms, your employer is referred to as the RSTO Partner and you are an individual User within the RSTO Partner’s organisation.
If you wish to use the Platform for purposes other than RSTO you will need to enter into a separate agreement with Seer Data.
Reference to ‘Platform’ in these Terms include any New Release of or Update to the Platform from time to time.
Definitions and Interpretations can be found in Section 10 of these Terms.
1. Use of the Platform
(1) These Terms set out the terms on which you may access and use the Platform for the purpose of RSTO.
(2) You should read these terms before using the Platform for RSTO. By using the Platform, you confirm that you agree to these Terms and that you will comply with them.
(3) If you do not accept these Terms, you must not use the Platform.
(4) We may update these Terms at any time, by 30 days’ notice to you, to reflect changes in the law, the Platform, or RSTO. If you do not accept the changes we propose, then you may terminate this contract without penalty and must cease using the Platform.
(1) This Agreement commences on the date you register for the Platform.
(2) The Agreement will continue indefinitely, unless:
(i) Terminated in accordance with the provisions of these Terms;
(ii) RSTO ceases, or an agreement in the chain described in the introductory paragraphs of these Terms is terminated or expires.
(iii) You breach these End User Terms;
(iv) You are no longer employed by the RSTO Partner.
3.1 Provision of Platform
(1) Seer Data grants the RSTO Partner’s User (you) a non-exclusive, non-transferrable, revocable, non-sub-licensable, right to:
(a) access and use the Platform and RSTO Partner Data during the Term in accordance with these Terms; and
(b) use dashboards, visualisations or other material generated in the course of your use of the Platform, in accordance with these Terms and, in each case only for RSTO.
(c) Access to other RSTO Partner’s data and to share RSTO Partner data with other RSTO Partners, as agreed.
(2) You warrant that you are an employee of the RSTO Partner, and the RSTO Partner is a participant in RSTO.
(3) The parties agree that these terms are not exclusive. Seer Data may provide access to the Platform, or similar services, to any party including parties who may be clients or competitors of the RSTO Partner.
3.2 Use of the Platform
(1) The RSTO Partner’s User must only access and use the Platform in accordance with this Agreement.
(2) Except as expressly permitted under this Agreement, you must:
(a) not permit or allow any other person to access or use (directly or indirectly) the Platform, Platform Content or the Documentation;
(b) ensure that log-in credentials (including passwords) that are issued by Seer Data to enable the RSTO Partner’s User to access the Platform are kept securely and not disclosed, supplied or transferred to any other person;
(c) not sub-license, disclose, resell, publish, transmit or otherwise make available to any third party any part of the Platform or Documentation;
(d) not modify, copy, re-configure, or create derivative works based on the Platform or the Documentation or reverse engineer the Platform or the Documentation (except to the extent permitted by non-excludable laws) and not otherwise infringe Seer Data’s Intellectual Property Rights in respect of the Platform or the Documentation;
(e) not use the Platform for hire, rental or as a service bureau;
(f) do all things reasonably necessary so that Seer Data is able to provide the Platform in accordance with this Agreement;
(g) comply with Seer Data’s reasonable directions relating to the Platform;
(h) not store or manage any Personal Information (other than information collected as part of the registration process) on the Platform;
(i) comply with all applicable laws including the Spam Act 2003 (Cth) and the Privacy Act 1988 (Cth);
(j) not send or store unlawful material (including Malicious Code) by means of the Platform;
(k) not attempt to gain unauthorised access to, or disrupt or bypass the security, integrity or performance of, the Platform or any data contained in it;
(l) not use the Platform in a manner reasonably likely to adversely affect other users of the Platform;
(m) not access or use the Platform in an unlawful manner or for any unlawful purpose; and
(n) not to use the Platform for the purpose of copying its features or user interface or for creating a product or service that is competitive with the Platform.
3.3 Changes to the Platform
Seer Data may make changes to the Platform from time to time, provided that the change does not materially decrease the functionality of the Platform. These changes may include New Releases or changes to the Cloud Provider. Once incorporated, these changes will form part of the Platform.
3.4 Scheduled Maintenance and Support
(1) You acknowledge and agree that the Platform may not be Available from time to time while Seer Data undertakes scheduled maintenance, development or other activities (Scheduled Maintenance).
(2) Seer Data will use reasonable efforts to notify the RSTO Partner’s and the RSTO Partner User’s of, and to minimise the duration of, Scheduled Maintenance.
(3) You acknowledge and agree that requests for Maintenance Services must be made through the Platform.
4. RSTO Partner(s) Data
4.1 Ownership of RSTO Partner Data and IP
(1) The RSTO Partner will own and retain all right, title and interest in and to the RSTO Partner’s Data.
(2) Seer Data will not use or disclose the RSTO Partner’s Data except to the extent required to perform its obligations under this Agreement. The RSTO Partner’s Data will only be available on the Platform for use by the RSTO Partner(s) and RSTO.
(3) To the extent you do have any right, title, or interest in any data, or information in the Platform, you grant Seer Data an exclusive licence for Seer Data to use such data for the purposes of performing its obligations under this Agreement and carrying on its business and RSTO.
(4) If you create any Intellectual Property Rights in relation to the Platform (including in RSTO Partner Data or in improvements, adaptations and modifications made to the Platform), you will assign any and all such rights to Seer Data and execute all additional documents requested by Seer Data to give effect to such assignment. For the avoidance of doubt, as between the RSTO Partner and Seer Data, Seer Data owns all Intellectual Property Rights in the Platform and the Documentation, and RSTO Partner’s User acquires no rights in respect of the same other than those expressly granted in this Agreement.
4.2 Responsibility for RSTO Partner Data
(1) You will be responsible for the content of all data and information you input into the Platform (RSTO Partner Data) and for complying with all applicable laws in respect of the RSTO Partner Data.
(2) Without limiting the generality of clause 4.2￼(1), you must ensure that you have obtained all necessary rights, licences, consents or authorisations, and given all necessary notices, as are required by law (including the Privacy Act 1988 (Cth)) or otherwise for Seer Data to receive, store and process the RSTO Partner’s Data as part of providing the Platform and carrying out RSTO.
4.3 Security of RSTO Partner Data
(1) Seer Data will implement reasonable measures to ensure that RSTO Partner’s Data is protected from misuse, interference and loss, and unauthorised access, modification or disclosure. Provided that Seer Data has implemented those reasonable measures, Seer Data will not be liable for any misuse, interference and loss, and unauthorised access, modification or disclosure of RSTO Partner’s Data.
(2) Seer Data will use reasonable endeavours to notify the RSTO Partner’s User of any unauthorised access to or disclosure of the RSTO Partner Data.
4.4 Location of RSTO Partner Data
(1) The RSTO Partner’s User acknowledges that, as part of providing the Platform, Seer Data will store or process RSTO Partner Data at a location in Australia.
4.5 Deletion of RSTO Partner Data
The RSTO Partner User acknowledges that Seer Data may delete or destroy all:
(1) RSTO Partner Data stored on the Platform; and
(2) Platform Content relating to the RSTO Partner’s User, at any time after expiry or termination of these Terms.
5.1 Confidential Information
(1) A party receiving Confidential Information under this Agreement (Receiving Party) must not, without the prior written approval of the party disclosing that Confidential Information (Disclosing Party), disclose that Confidential Information (or any part of that Confidential Information) or use it for any purpose other than the purposes of this Agreement or the purposes for which that Confidential Information was provided or made available to the Receiving Party.
(2) For the purposes of clause 5.1(1), Confidential Information:
(a) in respect of both parties, includes information:
(i) which is by its nature confidential;
(ii) is communicated by the Disclosing Party to the Receiving Party as confidential; and
(iii) the Receiving Party knows or ought to know is confidential; and
(b) in respect of Seer Data, includes the Platform and the Documentation.
The Receiving Party is not in breach of clause 5.1 to the extent that:
(1) the Confidential Information is or becomes publicly available without breach of this Agreement; or
(2) the Receiving Party is required by law or any court to disclose the Confidential Information. Before disclosing the Confidential Information under this clause 5.2(2), the Receiving Party must give the Disclosing Party sufficient prior written notice to enable the Disclosing Party to seek a protective order or other relief from disclosure; or
(3) the Receiving Party discloses Confidential Information to perform an obligation or exercise a right in these Terms.
5.3 Steps to avoid disclosure
The Receiving Party must take all reasonable steps to ensure that its officers, employees, agents and contractors do not make public or disclose the Confidential Information in breach of this clause 5.
6. Liability, warranties and disclaimers
6.1 Warranty as to authority
Each party warrants that it is empowered and authorised to enter into this Agreement.
6.2 Seer Data warranties
(1) Seer Data warrants that the Platform will operate in accordance with the Documentation.
(2) Seer Data warrants that to the best of its knowledge the use of the Platform in accordance with this Agreement by the RSTO Partner’s User will not infringe the Intellectual Property Rights of any third party.
6.3 Exclusion of implied warranties
All statutory or implied conditions, guarantees and warranties are excluded by Seer Data to the maximum extent permitted by applicable law. To the extent permitted by law, where liability under any condition, guarantee or warranty which cannot legally be excluded but can be validly limited, such liability is limited to:
(1) in the case of goods (including the Documentation), the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and
(2) in the case of the Services, supplying the Services again; or paying the cost of having the Services supplied again.
6.4 No other warranties
(1) Other than as set out in these terms, we make no warranties, representations, undertakings or guarantees that (a) the Platform or any content on it, or any Platform Content will be free from errors or omissions; or (b) access or use of the Platform of the Platform Content will result in a specific intended outcome, including the achievement of a business or community benefit or outcome.
(2) To the maximum extent permitted by law and subject to clause 6.2, Seer Data disclaims and excludes any warranty, representation or undertaking as to the purpose for which the Services and Documentation may be suitable, including any purpose for which the RSTO Partner’s User intends to use the Services and Documentation.
(4) While Seer Data has taken due care in developing the Platform, to the extent permitted by law, Seer Data does not warrant, and excludes all representations and warranties that:
(a) the data which is contained in the Platform or Platform Content is error-free or has no defects;
(b) the data which is contained in the Platform, including the Third Party Data, is accurate or error-free;
(c) access to the Platform will be uninterrupted or error free;
(d) the Platform is free from Malicious Code; or
(e) the Platform meets the RSTO Partner’s User’s requirements or is compatible with all operating systems and browsers; or
(f) the Platform or the Services is fit for purpose.
6.5 Liability limitation
Subject to clause 6.3, and to the maximum extent permitted by law, Seer Data’s liability to the User will not exceed $100.
The RSTO Partner will be fully responsible for the actions and omissions of the RSTO Partner User.
(1) Seer Data may suspend the access to, and use of, the Platform by RSTO Partner’s User in the following circumstances:
(a) for any material breach of this Agreement by the RSTO Partner’s User;
(b) if Seer Data reasonably considers that suspension is necessary to protect the Platform, the RSTO Partner’s Data, other customers, or any other computer systems and data (including in response to an external attack); or
(c) any other circumstances where it would be entitled to terminate this Agreement.
(2) Seer Data will give the RSTO Partner User as much practicable prior notice of the suspension as possible, and will promptly end the suspension after the relevant circumstances have abated. However, if Seer Data has the right to terminate this Agreement, Seer Data may exercise those rights during any period of suspension.
8.1 Termination for cause by either party
(1) Either party may terminate this Agreement immediately by notice in writing if:
(a) the other party is the subject of an Insolvency Event; or
(b) the other party fails to comply with any material provision of this Agreement and, if that breach is capable of remedy, fails to remedy that failure within 20 Business Days after notice requiring it to be remedied.
8.2 Effect of termination
(1) Upon termination of this Agreement for any reason:
(c) all rights and licences granted under this Agreement terminate immediately, and the RSTO Partner User must immediately cease to use the Platform and the Documentation, and return to Seer Data or destroy all copies of the Documentation; and
(2) Clauses 4.1(2), 5, and 6 survive termination of this Agreement (along with any other clauses which by their nature should survive termination).
9.1 No assignment
(1) The User must not transfer, sub-licence or assign any benefit or obligation under this Agreement to any third party without the prior written consent of Seer Data.
(2) Seer Data may transfer, sub-licence or assign any benefit or obligations under this Agreement to any third party provided it notifies the RSTO Partner’s User.
If any provision in this Agreement is unenforceable, illegal or void or makes this Agreement or any part of it unenforceable, illegal or void, then that provision is severed and the rest of this Agreement remains in force.
9.3 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.
Subject to clause 1(4), an amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.
A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
(1) A notice or other communication connected with this Agreement (Notice) has no legal effect unless it is in writing.
(2) In addition to any other method of service provided by law, the Notice may be:
(a) sent by prepaid priority post to the address of the addressee;
(b) sent by email to the addressee; or
(c) delivered at the address of the addressee.
(3) The notice details for the RSTO Partner or RSTO Partner’s User are those provided during the registration process. Seer Data’s contact details are set out on its website.
(4) If the Notice is sent or delivered in a manner provided by clause 9.6(2), it must be treated as given to and received by the party to which it is addressed:
(a) if sent by post, on the 4th Business Day (at the address to which it is posted) after posting;
(b) if sent by email before 5.00pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt; or
(c) if otherwise delivered before 5.00pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery.
(4) Despite clause 9.6(4)(b):
(a) an email message is not treated as given or received if, within 2 hours after the time sent, the sender receives an automated message that the email has not been delivered; and
(b) an email message is not treated as given or received if it is not received in full and in legible form and the addressee notifies the sender of that fact within 2 hours after the transmission ends or by 12 noon on the Business Day on which it would otherwise be treated as given and received, whichever is later.
(5) A Notice sent or delivered in a manner provided by clause 9.6￼(1) must be treated as validly given to and received by the party to which it is addressed even if:
(a) the addressee has been liquidated or deregistered or is absent from the place at which the Notice is delivered or to which it is sent; or
(b) the Notice is returned unclaimed.
9.7 Governing law and jurisdiction
The law of the New South Wales governs this Agreement. The parties submit to the exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia situated in New South Wales.
10. Definitions and interpretation
In this Agreement, unless the contrary intention appears:
(1). Agreement means these Terms
(2). Available means that the Platform is accessible from the internet. To avoid doubt, the Platform remains Available even if the RSTO Partner’s User is unable to access them because of internet connectivity or software issues affecting the RSTO Partner’s User;
(3). Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in New South Wales;
(4). Cloud Provider means a service provider that provides the computing infrastructure (including on a managed service or “as a service” basis) from which the Platform is provided, as determined by Seer Data from time to time;
(5). Confidential Information has the meaning given to it in clause 5.1(2);
(6). Data Set means a collection of data (that may include Third Party Data and any other data that may be derived or generated by Seer Data) that is made available as part of the Platform for use by the RSTO Partner’s User;
(7). Documentation: means the user guides, training material, frequently asked questions and similar materials relating to or for the Platform, as provided by Seer Data in its discretion to the RSTO Partner(s) from time to time;
(8). Insolvency Event means the happening of any of these events in relation to a party (Insolvent Party):
(a) the Insolvent Party suspends payment of its debts generally, or is or becomes unable to pay its debts when they are due, or is or becomes unable to pay its debts within the meaning of the Corporations Act 2001(Cth);
(b) the Insolvent Party ceases, or threatens to cease, to carry on business; or
(c) a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the Insolvent Party assets or undertakings, an application or order is made for the winding up or dissolution of the Insolvent Party, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Insolvent Party (except for the purpose of an amalgamation or reconstruction which has been notified to the other party in writing);
(9). Intellectual Property Rights means copyright, trademark, moral rights, confidential information, design, patent, trade, business or company names, or other proprietary rights, or any rights to the registration of those rights and any applications to register those rights (anywhere in the world);
(10). Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
(11). New Release means a new release of the Platform (other than an Update) that Seer Data makes generally available from time to time to all customers of the Platform;
(12). Personal Information has the meaning given to the term in section 6 of the Privacy Act 1998 (Cth);
(13). Platform Content means:
(a) any dashboards, visualisations or other material generated in the course of the RSTO Partner User’s use of the Platform;
(b) any material that may be created using or in the course of the usage of the Platform;
(c) any Data Set;
(d) any documents, reports or other materials which contain the content or materials mentioned in (a), (b) or (b) above;
(e) any changes to, updates of, or new release of, the content or materials mentioned in (a), (b), (c) or (d) above;
but does not include the RSTO Partner’s Data or the Third Party Data;
(14). RSTO Partner, means your company, your employer, referred to as Customer’s Partner in agreements between Murdoch Children’s Research Institute and Seer Data;
(15). RSTO Partner Data means:
(a) data provided by the RSTO Partner to Seer Data to be incorporated into (and stored on) the Platform for use by the RSTO Partner’s Users; and
(b) all content uploaded to the Platform by the RSTO Partner, including graphics, photographs and text;
(16). RSTO Partner’s User means the individual who is entitled to access the Platform under these Terms of Service;
(17). Scheduled Maintenance has the meaning given to it in clause 3.4(4);
(18). Seer Data means Seer Data & Analytics Pty Ltd (ACN 616 067 899);
(19). Services means:
(a) provision of access to the Platform under this Agreement;
(b) the Maintenance Services; and
(c) any other service performed by Seer Data in connection with this Agreement;
(20). Term means the term specified in Section 2 of the Agreement.
(21). Third Party Data means data which has been sourced from third parties other than the RSTO Partner and RSTO Partner’s User, and which is made available through the Platform.
(22). Updates means fixes, patches and updates to the Platform which do not materially change the functionality of the Platform and which Seer Data makes generally available from time to time to all customers of the Platform.
In this Agreement, unless the context otherwise requires:
(1) reference to the singular includes the plural and the plural includes the singular, a person includes a body corporate and a party includes the party’s executors, administrators, successors and permitted assigns;
(2) a reference to a thing or to a right includes a reference to part of the thing or the right;
(3) “including” and similar expressions are not words of limitation;
(4) where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;
(5) headings are for convenience only and do not form part of this Agreement or affect its interpretation;
(6) a provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement;
(7) if an act must be done on a specified day that is not a Business Day, it must be done instead on the next Business Day;
(8) if a party consists of more than one person, this Agreement binds each of them separately and any two or more of them jointly;
(9) an obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly; and
10.3 Contact Information
If you have any questions about these Terms or the Services, please contact Seer Data at email@example.com