DATA LICENCE AGREEMENT - OZCLIM

DETAILS

In consideration for the undertakings of the Recipient set out in this Agreement, CSIRO agrees to provide the Data on the following terms:

About these terms

1. These are the terms and conditions ("terms") upon which CSIRO permits "you" (either an individual or a single entity) to use OzClim. You indicate your acceptance of these terms by using OzClim after being presented with them.
2. If you do not wish to be bound by these terms, please do not access or use this service.

TERMS

1 TRANSFER

1.1 CSIRO will:

1. provide the Data to the Recipient; and
2. grant the Recipient a non-exclusive, non-transferable licence to use the Data for any purpose.

1.2 The Recipient must:

1. not distribute the Data to any third party;
2. not attempt to obtain patent coverage on or assert any other intellectual property rights over the Data;
3. following termination or expiry of this Agreement, destroy the Data and all material containing the Data as soon as practicable.

1.3 This Agreement commences on the Execution Date and continues for the Term.

2 ACKNOWLEDGEMENT & DISCLAIMER

2.1 The Recipient acknowledges that:

1. the Data (including all intellectual property in the Data) is and will always remain the property of CSIRO;
2. the Data may have inherent defects or deficiencies;
3. any use of the Data is solely at the Recipient's own risk; and
4. it has not relied on any representations or warranties about the Data except as expressly provided in this Agreement.

2.2 To the extent permitted by law, CSIRO makes no representation or warranty (express or implied):

1. as to merchantability or performance of the Data;
2. about the fitness of the Data for the Permitted Use; or
3. that the Data does not infringe the intellectual property rights or any other right of any person.

3 LIMITATION OF LIABILITY

3.1 To the extent permitted by law, CSIRO is not liable for any loss, liability or expense arising out of or in connection with:

1. the Recipient's use of the Data; or
2. a defect in the Data.

3.2 To the fullest extent permitted by law, all terms, conditions or warranties implied by law (including statute), custom or usage are excluded from this Agreement.

3.3 CSIRO's liability to you for breach of any term of the Agreement or of any implied warranties is limited, at CSIRO's option, to either re-supplying the Data (if available) or paying the cost of re-supplying the Data.

4 INDEMNITY

The Recipient indemnifies and releases CSIRO against all claims, demands, suits, liability, loss or expense arising directly or indirectly from:

1. the Recipient's use of the Data; or
2. any breach of this Agreement by the Recipient.

5 TERMINATION

Either party may terminate this Agreement by giving written notice if there is a breach and that breach is not remedied within 30 days after written notice is received.

6 GENERAL

Warranty

The parties warrant that this Agreement has been signed by an officer who has authority to sign this Agreement on behalf of each party.

Dispute Resolution

If there is a dispute between CSIRO and the Recipient that cannot be resolved then the matter must be referred to the Australian Commercial Disputes Centre for arbitration in accordance with the Centre's Guidelines on Arbitration. The decision of the arbitrator (including any award as to costs) will be final and binding.

Variation & Assignment

This Agreement may only be varied or assigned if the parties agree in writing.

Entire agreement

The Details and these Terms constitute the entire agreement between the parties and supersede all earlier agreements, representations and negotiations about their subject matter.

Governing Law

This Agreement is governed by the law applicable to the Australian Capital Territory.

7 INTERPRETATION

In this Agreement:

1. capitalised terms not defined in this clause have the meaning given to them in the Details;
2. "Agreement" means this Data Licence Agreement which consists of the Details and the Terms;
3. "Details" means the table titled "Details" at the start of this Agreement;
4. "Execution Date" means the day on which the last party to this Agreement signs;
5. "Terms" means these terms excluding the Details.