FLNT RETAIL DATA SUBSCRIPTIONS: TERMS OF ACCESS
FLNT Data MarketPlace Pty Ltd (“FLNT DATA”) provides access to various proprietary data sources (“Data Access Services,” or “DAS”) to Clients subject to the following Terms of Access (“TOA”). In addition, when using the DAS, the Client shall be subject to any posted guidelines, rules, or terms applicable to such DAS, which may be made known to the Client time to time (including via websites through which the DAS are provided). All such guidelines, rules or terms are hereby incorporated by reference into the TOA.
This agreement is a legal agreement between the Client and FLNT DATA and governs the Client’s use of the DAS, including any successor services. By agreeing to provide payment for use of the DAS, and/or by using the DAS, the Client is indicating that the Client has read and agree to these TOA and FLNT Data’s privacy policy (“Privacy Policy”), and any other related terms and conditions located on the website www.flnt.io, all of which are incorporated herein by this reference. If the Client does not agree to these TOA, do not use the DAS. If the Client has any questions regarding these terms and conditions, please contact customer service at enquiries@flnt.io.
DESCRIPTION OF SERVICE
Unless explicitly stated otherwise, any new features that augment or enhance the current DAS, including new releases, shall be subject to these or other applicable TOA. You also understand and acknowledge that FLNT DATA may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools, or other aspects of the DAS at any time without prior notice to the Client. You understand and agree that the DAS is provided “AS-IS” and that FLNT DATA assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications or personalisation settings, or changes to the DAS FLNT DATA may make from time to time. The Client is responsible for obtaining access to the DAS, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, the Client must provide and is responsible for all equipment necessary to access the DAS.
The Client acknowledges and agree that the DAS, any FLNT DATA proprietary software (“FLNT DATA Software”) and any other necessary software provided in connection with the DAS contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained, or information presented to the Client through the DAS is or may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorised by FLNT DATA, the Client agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the DAS or the FLNT DATA Software or other software or materials, in whole or in part.
FLNT, FLNT logos and all LeaseInfo logos and product and service names are or may be trademarks of FLNT Pty Ltd (the “FLNT DATA Marks”). Except as solely enabled by any link as provided by FLNT Pty Ltd, the Client agrees not to display or use in any manner the FLNT Marks without FLNT Pty Ltd’s prior written consent.
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to FLNT DATA through its suggestion or feedback web pages or otherwise, the Client acknowledges and agree that:
(a) the Client’s Contributions do not contain confidential or proprietary information;
(b) FLNT DATA is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
(c) FLNT DATA shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
(d) FLNT DATA may have something similar to the Contributions already under consideration or in development;
(e) the Client’s Contributions automatically become the property of FLNT DATA without any obligation of FLNT DATA to the Client; and
(f) the Client is not entitled to any compensation or reimbursement of any kind from FLNT DATA under any circumstances.
YOUR USE OF THE DAS
The Client will not
(a) make the DAS available to any third party, or use the DAS for the benefit of any third party;
(b) sell, resell, license, sublicense, distribute, rent or lease any of the DAS, or include any of the DAS in a service bureau or outsourcing offering;
(c) interfere with or disrupt the integrity or performance of the DAS or data contained therein/provided there through;
(d) attempt to gain unauthorised access to any part of the DAS or its related systems or networks;
(e) permit direct or indirect access to or use of any of the DAS in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of FLNT DATA intellectual property except as permitted under this TOA;
(f) modify, copy, or create derivative works from the DAS or any part, feature, function, or user interface thereof, including scraping of data, unless authorised in this TOA;
(g) frame or mirror any part of any Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes;
(h) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the DAS to
DAS CONTENT DATABASES
Subject to payment of fees specific by FLNT DATA, FLNT DATA will grant to the Client via the DAS access to a specified one or more sources of data (Content Databases).
FLNT DATA may impose additional terms in specific reference to the DAS when used in relation to specific Content Databases.
FLNT DATA may, at its sole discretion, limit technological means by which the Client may access any of the Content Databases, including (but not limited to) requiring that access be subject to a paid subscription to data visualisation services provided by FLNT Pty Ltd, and/or make use of particular data access/visualisation websites (for example www.Flnt.io). In the event that the Client has paid fees to FLNT DATA for a limited-term subscription in respect of a particular Content Database subject to defined limitations on technological means by which the Client may access that Content Database, FLNT DATA will not impose additional limitations during the limited term of that subscription.
PERMITTED USES
Licensee may not resell any of the DAS in whole or in part. Licensee may only use the DAS or any Content Databases for its internal business purposes or use insubstantial extracts in external reports or presentations in accordance with these TOA and with proper attribution to FLNT DATA (for example in the approved form set out in DATA ATTRIBUTION in these TOA); in permissible cases, the data/information used may not exceed twenty percent (20%) of the total content. The Client is strictly prohibited from marketing, selling, or publishing any pricing indices, valuation models, derivatives or other products based in whole or in part upon the DAS or any Content Databases. The Client may use and copy DAS, or any Content Databases only as expressly provided by this Agreement. Licensee may copy the DAS or Content Databases to the extent reasonably necessary to exercise its rights and perform its obligations under this TOA.
Except as expressly provided by this TOA, the Client shall not, nor shall it permit any other person to:
(a) make or retain any copy of the DAS or any Content Databases except for insubstantial extracts in accordance with the terms of this TOA, however, such insubstantial extracts may not be accessed electronically, manipulated, or distributed by the Client;
(b) use the DAS or any Content Databases as part of any effort to compete with FLNT DATA or any associated entity, including FLNT Pty Ltd (“FLNT Entity), including without limitation, using the DAS or any Content Databases to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss of any FLNY Entity’s sales from an existing or potential client;
(c) access, monitor or copy any content or information provided via the DAS the purposes of data mining, report mining, data scraping, screen scraping or other unauthorised data collection, including without limitation, using any robot, spider, scraper or other automated means or any manual process without FLNT Data’s express written permission;
(d) take any action that imposes, or may impose, in FLNT Data’s sole discretion, an unreasonable or disproportionately large load on FLNT Data’s infrastructure;
(e) violate the restrictions in any robot exclusion headers associated with the DAS or bypass or circumvent other measures employed to prevent or limit access to Licensor’s Web Site;
(f) sell, market, license, sublicense, distribute, or otherwise grant to any person any right to the DAS or Content Databases;
(g) display or create derivative works from the DAS or Content Databases;
(h) remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the DAS or Content Databases, or fail to preserve all copyright and other proprietary notices in any copy of the DAS or Content Databases made by any FLNT Entity; or
(i) take data obtained from the use of the DAS or Content Databases, in any form, whether exported/downloaded directly via the DAS or any FLNT Entity website, or provided to by any other means, and upload or input such data into any third party data exchange or data sharing platform, whether it be a free or paid for service.
All rights not explicitly granted under this TOA are expressly reserved by and to FLNT DATA.
DATA ATTRIBUTION
The Client shall ensure that any reproduction of all or a part of the DAS or Content Databases includes the following notice: “POWERED BY FLNT.”
FEES AND PAYMENT
The Client will pay all fees specified by FLNT DATA.
Except as otherwise specified herein:
(a) fees are based on Services purchased and not actual usage,
(b) payment obligations are non-cancellable, and fees paid are non-refundable; and
(c) quantities purchased cannot be decreased during the relevant subscription term.
FLNT DATA may set fees for a Client in respect of an agreed subscription period. FLNT DATA may inform the Client that access to the DAS will automatically renew for a subsequent subscription period, and in such case will inform the Client of fees payable to FLNT DATA in respect of that subsequent subscription period at least 30 days prior to any such automatic renewal.
If any invoiced amount is not received by FLNT DATA by the due date, then without limiting FLNT Data’s rights or remedies,
(a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or
(b) FLNT DATA may condition future renewals on revised payment terms.
If any charge owing by the Client under this or any other agreement for services is seven days or more overdue, FLNT DATA may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full.
The Client may terminate the Client’s account at any time. The Client will not receive full or partial refunds for subscription periods that the Client has purchased. Terminating a subscription for one Charged Offering does not necessarily terminate right(s) the Client may have for another Charged Offering, other portion of the DAS, software, or other offerings from FLNT DATA.
Neither these TOA nor the Client’s account entitle the Client to any subsequent releases of the DAS, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the DAS without paying applicable charges or except as otherwise expressly and explicitly provided by FLNT DATA.
YOUR REGISTRATION OBLIGATIONS
In consideration of the Client’s use of the DAS, the Client represents that the Client is of legal age to form a binding contract and are not a person barred from receiving services under the laws of Australia or other applicable jurisdiction. In order to access or use certain Services, the Client may be required to provide certain information about the Client’s self (“Registration Data”) as part of the registration process for the DAS, or as part of the Client’s continued use of the DAS. You also agree to:
(a) provide true, accurate, current, and complete Registration Data as prompted or requested by the DAS and
(b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You understand and agree that the DAS may include certain communications from FLNT DATA, such as service announcements and administrative messages, and that the Client may not be able to opt out of receiving them.
If the Client provides any information that is untrue, inaccurate, not current or incomplete, or FLNT DATA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FLNT DATA has the right to suspend or terminate the Client’s account, prevent the Client’s access to any or all portion of the DAS and or Content (or other users’ access to the Client’s Content) and refuse any and all current or future use of the DAS (or any portion thereof) or Content. You certify that the Client is at least 18 years old; if the Client is not, the Client may not register for or use the DAS.
ACCOUNT, PASSWORD AND SECURITY
As part of the Client’s use of the DAS, the Client may receive a password and account designation upon completing the DAS’s registration process. The Client is responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under the Client’s password or account.The Client agrees to:
(a) immediately notify FLNT DATA of any unauthorised use of the Client’s password or account or any other breach of security, and
(b) ensure that the Client exits from the Client’s account at the end of each session. FLNT DATA cannot and will not be liable for any loss or damage arising from the Client’s failure to properly safeguard the Client’s account or password.
DISCLAIMER OF WARRANTIES
The Client expressly understands and agree that:
(a) the Client’s use of the DAS is at the Client’s sole risk, the DAS is provided on an “as is” and “as available” basis and FLNT DATA and its affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement;
(b) FLNT DATA and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors make no warranty that
(c) any material downloaded or otherwise obtained through the use of the DAS is accessed at the Client’s own discretion and risk, and the Client will be solely responsible for any damage to the Client’s computer system or loss of data that results from the download or use of any such material; and
(d) no advice or information, whether oral or written, obtained by the Client from FLNT DATA or through or from the DAS shall create any warranty not expressly stated in the TOA. The Client may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the minimum period allowed by law.
LIMITATION OF LIABILITY
The Client expressly understands and agree that FLNT DATA and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to the Client (to the extent permitted by law) for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if FLNT DATA has been advised of the possibility of such damages), resulting from:
(a) the use or the inability to use the DAS;
(b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services obtained or messages received, or transactions entered into through, from or as a result of the DAS;
(c) unauthorised access to or alteration of the Client’s transmissions or data; (iv) statements or conduct of any third party on the DAS; or
(d) any other matter relating to the DAS. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.
Accordingly, some of the above limitations in this paragraph may not apply to the Client.
To the maximum extent permitted by law, the aggregate liability of FLNT DATA under or in relation to provision of the DAS to the Client arising out of all or any act, omission or event or series of related acts, omissions or events will not exceed the dollar value of the DAS provided by FLNT DATA to the Client and which directly led to FLNT Data’s liability arising.
INDEMNIFICATION
The Client agrees to indemnify and hold FLNT DATA and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to the Client’s violation of the TOA.
TERMINATION
The Client agrees that FLNT DATA may immediately terminate the Client’s FLNT DATA account, and access to the DAS, with cause for such termination including, but not be limited to:
(a) breaches or violations of the TOA or other incorporated agreements or guidelines (although FLNT DATA may at its own discretion provide the Client with a time-limited opportunity to remedy such a breach or violation), included suspected breaches where FLNT DATA finds reasonable cause for such suspicion;
(b)requests by law enforcement or other government agencies,
(c) a request by the Client (self-initiated account deletions),
(d) discontinuance or material modification to the DAS (or any part thereof),
(e) unexpected technical or security issues or problems, (f) extended periods of inactivity,
(f) engagement by the Client in fraudulent or illegal activities,
(g) non-payment of any fees owed by the Client in connection with the DAS within seven (7) calendar days of a payment date designated by FLNT DATA; and/or insolvency of the Client.
All rights and remedies accrued at the time of termination and the disclaimers, indemnities, limitations of liability, obligations in relation to intellectual property and privacy will survive termination of these TOA. FLNT DATA will not be obliged to refund any amounts paid by the Client in the event of termination under this clause.
Termination of the Client’s FLNT DATA account includes:
(a) removal of access to all offerings within the DAS,
(b) deletion of the Client’s password and all related information, files and content associated with or inside the Client’s account (or any part thereof), and
(c) barring of further use of the DAS. Further, the Client agrees that all terminations shall be made in FLNT Data’s sole discretion and that FLNT DATA shall not be liable to the Client or any third party for any termination of the Client’s account, any associated email address, or access to the DAS or Content.
CONTENT DISCLAIMER
FLNT DATA is subject to change data delivered via the DAS at any time without notice. The DAS are provided as an aid to decision making and any material contained within is not intended as a substitute for equivalent professional advice in any given field. FLNT DATA uses reasonable endeavours to provide current and accurate data via the DAS, however such data may contain errors. FLNT DATA does not represent that the such data is current, accurate or complete, or that it is appropriate for the Client’s specific requirements. FLNT DATA does not accept any liability from any person for the information or advice (or the use of such information or advice) which is provided via the DAS or any website linked from it.
FLNT DATA has a highly effective and well managed virus, rookit and anti-spam system, however it does not warrant or represent that its products and services will be free of viruses or defects in operation or design.
AMENDMENTS
This TOA is subject to occasional revision, and if we make any substantial changes, we may notify the Client by sending the Client an e-mail to the last e-mail address provided to us by the Client (if any) and/or by prominently posting notice of the changes on our site. Any changes to this TOA will be effective no later than seven (7) calendar days following our posting of notice of the changes on our Site. Continued use of our Service following notice of such changes shall indicate the Client’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
GENERAL
The TOA constitutes the entire agreement between the Client and FLNT DATA concerning the Client’s use of the DAS, superseding any prior agreements between the Client and FLNT DATA with respect to the DAS. The Client also may be subject to additional terms and conditions that may apply when the Client uses or purchase certain other FLNT DATA services, affiliate services, third-party content, or third-party software. The TOA and the relationship between the Client and FLNT DATA shall be governed by the laws of the State of New South Wales in Australia. You and FLNT DATA agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New South Wales in Australia. The failure of FLNT DATA to exercise or enforce any right or provision of the TOA shall not constitute a waiver of such right or provision. If any provision of the TOA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOA remain in full force and effect. The section titles in the TOA are for convenience only and have no legal or contractual effect. The Client is not permitted to assign any rights, benefits, or obligations under the TOA.
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