Legal | RocketDNA

Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, PRIVACY POLICY AND ALL TERMS INCORPORATED BY REFERENCE (TERMS OF USE). IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT ACCESS OR USE THIS WEBSITE.

These Terms of Use do not alter the terms or conditions of any other agreement you may have with RocketDNA or its Related Parties or Subsidiaries for products, services or otherwise and those terms and conditions will take precedence where it conflicts with these terms. If you agree to these Terms of Use and are using the Website on behalf of an entity, you represent and warrant that you are authorised to accept these Terms of Use on such entity’s behalf, and that such entity will be responsible to RocketDNA if you violate these Terms of Use.

Definitions of capitalised words are set out in clause 8 of these Terms of Use.

1. GENERAL TERMS AND CONDITIONS FOR ALL USERS

1.1 Ownership of Website The Website is owned and operated by RocketDNA.

1.2 Modification of Terms of Use RocketDNA may, at its sole discretion, vary or modify these Terms of Use without notice. Any subsequent access to, or use by you of the Website will constitute an acceptance of those modifications.

1.3 Accessing the Website You may use the Website, and the information, writing, images and/or other works that you see, hear or otherwise experience on the Website solely for your non-commercial, personal purposes and/or to learn about RocketDNA’s products and services, and solely in compliance with these Terms of Use.

1.4 Governing Law All terms and conditions found on the Website, including those within these Terms of Use are governed by the laws of New South Wales. By entering the Website you agree to submit to the exclusive jurisdiction of the New South Wales courts in the event of any dispute.

1.5 Severability If any of these Terms of Use are held to be invalid, unenforceable or illegal for any reason, the remaining Terms of Use will continue in full force.

2. USE OF WEBSITE

2.1 Limits on use of Website You agree that your use of the Website will not violate any law, contract, intellectual property or other third party right or constitute a tort, and that you are solely responsible for your conduct while using the Website. You must not (without the prior written consent of RocketDNA):

(a) distribute, modify, transmit, reuse, report, or use the content of the Website for public or commercial purposes, including the text, images, audio and video;

(b) provide a link to another URL;

(c) upload content or other information to the Website;

(d) do anything to damage, interfere or disrupt access to the Website or do anything which might impair its functionality;

(e) use the Website in any way to send unsolicited (commercial or otherwise) e-mail or any material for marketing or publicity purposes, or any similar abuse of either;

(f) publish, post, distribute, disseminate or otherwise transmit, defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable or confidential material or information;

(g) make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, "time bombs", “worms”, malicious codes, or any other harmful software;

(h) remove any content or information from the Website;

(i) falsify the true ownership of material or information made available via the Website;

(j) obtain or attempt to obtain unauthorised access, through whatever means, to the Website;

(k) use the Website other than in accordance with these Terms of Use;

(l) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts;

(m) share content or engage in behaviour that violates anyone’s Intellectual Property Rights; or

(n) violate applicable law.

2.2 Information provided on the Website

(a) The information provided by RocketDNA, including but not limited to any information, data, statistics and/or insights made available on the Website and any sub-pages such as blog posts, should be used as a guide only and should not be relied upon. Content available on the Website is provided for general information purposes only for your own personal or internal corporate use.

(b) Whilst RocketDNA makes every effort to ensure that the information on the Website is accurate, RocketDNA does not provide any warranties or representations, express or implied, about the suitability, relevance, accuracy, currency and reliability of the information on the Website.

(c) The information on the Website may change from time to time, at RocketDNA's sole discretion.

3. INTELLECTUAL PROPERTY

3.1 Ownership Unless otherwise indicated, the Website and any No Charge Products which RocketDNA may offer to you and all associated Intellectual Property Rights, data, information and software are owned by RocketDNA and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. RocketDNA reserves all of its Intellectual Property Rights.

3.2 Trademarks The RocketDNA trademarks and all associated Intellectual Property Rights are owned by RocketDNA. Nothing in these Terms of Use confers upon you any rights to use or modify any of RocketDNA’s trademarks.

4. NO-CHARGE PRODUCTS

4.1 Licence RocketDNA may offer certain products to you at no charge, including free accounts and trial use (No Charge Products). Subject to your compliance with these Terms of Use and the law, RocketDNA grants to you a limited, non-exclusive, non-transferrable licence to use the No Charge Products subject to any additional terms that RocketDNA specifies and only for the period designated by RocketDNA (Licence). You may only use the Licence for the purposes of determining if you wish to purchase a licence from RocketDNA and at all times excludes any Commercial Purpose and Unlawful Purpose. RocketDNA reserves the rights to terminate your Licence at any time and for any reason in its sole discretion, without liability to you.

4.2 Users The Licence is only to be used by you and/or specific individual(s) whom you have requested RocketDNA provision access under the License (Authorised Users).

4.3 Acknowledge RocketDNA Source You and any Authorised Users must not remove or cause to be removed any RocketDNA logo, watermark or other RocketDNA attribution in any No Charge Products.

4.4 Password/ID Any password/ID issued by RocketDNA to you and any Authorised Users are personal and confidential to that individual. If RocketDNA suspects that any password/ID is being used by a different user to the individual whom it was issued to, RocketDNA may:

(a) immediately cancel that password/ID; and/or

(b) immediately cease your access to the No Charge Products.

4.5 Use of No Charge Products You are not permitted to:

(a) use your access to the Website or the No Charge Products under this Licence for the purposes of creating a database of images for resale, distribution, sub-license or other commercial purposes and mass downloads or bulk feeds of any imagery; and

(b) pre-fetch, retrieve, cache, index, or store any content made available to you in connection with the Licence (Content), or portion of the No Charge Products with the exception being that you may store limited amounts of Content solely to improve the performance of the access to the No Charge Products due to network latency, and only if you do so temporarily for no longer than the period of the Licence, securely, and in a manner that does not permit use of the Content outside of the Licence, does not manipulate or aggregate any Content or portion of the No Charge Products and does not prevent RocketDNA from accurately tracking usage and does not modify attribution in any way.

4.6 Confidentiality You and any Authorised User must keep the Licence and account access details secure and confidential. Unless otherwise authorised in writing by RocketDNA, you must not share the Licence or RocketDNA account access details with any person or third party other than (a) an Authorised User or (b) if required to do so by applicable law, administrative process or court order; provided, however, you will limit the disclosure to only that information that must be disclosed to comply with such law, process or order and will give RocketDNA prompt prior notice of such compelled disclosure to the extent legally permitted, so that RocketDNA may seek to protect such information. You must notify RocketDNA immediately if you become aware that there is or has been an unauthorised use of your Licence and account access details, or any other security breach relating to your RocketDNA account.

4.7 Delete, Destroy and Return At the expiry of the period of the Licence, or if the Licence is terminated in accordance with these Terms of Use or in accordance with any other relevant terms and conditions, you must immediately destroy, delete or return to RocketDNA all No Charge Products.

4.8 Product-Specific Terms You agree to the Product-Specific Terms that apply specifically to the No Charge Products.

4.9 Feedback Where you and/or your Authorised Users provide any written or oral feedback, comments, questions, suggestions or the like on features and functionality of a product, including but not limited to a No Charge Product (Feedback), RocketDNA is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby irrevocably assign to RocketDNA, on your own behalf and on behalf of Authorised Users, all right, title, and interest in, and RocketDNA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

5. TERMINATION BY ROCKETDNA

Termination RocketDNA may, in its sole discretion prevent you from accessing the Website for any reason, including without limitation, if RocketDNA believes that you have breached these Terms of Use, act in a manner that clearly shows that you do not intend to, or are unable to comply with these Terms of Use.

6. THIRD PARTY PROVIDERS

6.1 RocketDNA engages Third Party Providers in order to provide the No Charge Products. You agree that you will comply with all requirements and restrictions that Third Party Providers may impose on directly, or indirectly by imposition on RocketDNA, in relation to their respective products and/or services, at the time of, or subsequent to, these Terms of Use. You acknowledge that provision of the No Charge Products are subject to, and dependent upon, adequate delivery of products and services by the Third Party Providers. In accordance with clause 6 of these Terms of Use, RocketDNA’s liability is reduced to the extent that loss or damage of any kind is caused, or contributed to, by Third Party Providers. For your convenience, RocketDNA has set out in this clause 6 links to the terms and conditions of these Third Party Providers with which you and any Authorised Users are required to comply. You further acknowledge that, by using the Licence and entering into these Terms of Use, you agree to comply with the respective terms and conditions of Third Party Providers, which currently include the Third Party Providers set out below. Third Party Providers and their terms of supply may change from time to time during your use of Licence.

(a) Google

RocketDNA engages Google to supply navigation and geo-location data, and related content. By entering into these Terms of Use, you agree to the Google Terms of Service as they apply to you.

(b) Amazon Web Services (AWS)

RocketDNA engages Amazon Web Service, Inc. to provide services (AWS Services) which enables delivery of the No Charge Products. By entering into these Terms of Use, you agree to comply with the AWS Customer Agreement as it applies to you. Use of the No Charge Products are also subject to your compliance with the following AWS policies:

(i) Privacy Policy;

(ii) Acceptable Use Policy;

(iii) Terms of Use ;

(iv) Service Terms; and

(v) Trademark Use Guideline.

7. WARRANTY AND LIABILITY

7.1 Exclusion of Warranties The Website and the No Charge Products are provided "as is", and RocketDNA and its content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, any warranties as to the currency or regularity of the updates of the No Charge Products, any warranties as to any files you download from the Website being free from virus or harmful code, and all conditions and warranties which would otherwise be implied into these Terms of Use whether by law, statute or otherwise.

7.2 No Representations While RocketDNA uses reasonable efforts to ensure the accuracy, correctness and reliability of the No Charge Products and the Website, RocketDNA makes no representations or warranties as to the accuracy, correctness or reliability of any No Charge Products or content contained on the Website. The No Charge Products and the Website are subject to errors, omissions, inaccuracies and distortions and RocketDNA will not be responsible for, or liable for any Claims made by or arising out of, any person or entity seeking to rely on any of the No Charge Products or the Website. If you are a New Zealand customer, the purposes of this clause 7.2 is to expressly contract out of the Fair Trading Act 1986(NZ) to the maximum extent possible and the parties agree that it is fair and reasonable to do so.

7.3 No Liability for Claims To the extent permitted by law, in no event will RocketDNA, its content providers, agents or affiliates be liable for any Claims of any kind arising from or connected with the use of the Website or the No Charge Products, or the unavailability of the same, including but not limited to loss of use, loss of profits or loss of data, and direct, indirect, incidental, punitive and consequential damages and whether in contract, tort (including but not limited to negligence) or otherwise. This exclusion applies, without limitation, to any Claims caused by or resulting from reliance by a user on any information obtained from RocketDNA.

7.4 Aggregate Limit In no event will the aggregate liability of RocketDNA, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the No Charge Products and Website exceed $100.

7.5 Third Party Providers You acknowledge that RocketDNA relies on the services of Third Party Providers in order to supply the No Charge Products. Without limiting any of the above, for the avoidance of doubt, to the fullest extent permitted by applicable law, RocketDNA will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.

7.6 Indemnity You agree to indemnify and hold RocketDNA and its directors, officer, employees, agents and subcontractors, harmless from and against any third party Claims, and must pay on demand all losses, expenses, damages and costs (including reasonable legal fees incurred on a solicitor/client basis) suffered or incurred by RocketDNA, which arises out of your use of the Website and the No Charge Products.

8. DEFINITIONS

In these Terms of Use:

Claim means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.

Commercial Purpose means to distribute, transfer, sell, sub-licence or pass possession of any No Charge Products (in whole or in part) for the purpose of direct commercial benefit or gain by you.

Companies Act means the Companies Act 1993 (NZ).

Corporations Act means the Corporations Act 2001 (Cth).

Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, trademarks, patents, rights to protect confidential information and any similar rights.

RocketDNA means RocketDNA Ltd (ACN 17 618 678 701)

Related Companies has the meaning given in the Companies Act.

Related Parties has the meaning given in the Corporations Act, and also has the meaning of Related Companies in the case of a New Zealand customer.

Subsidiaries has the meaning given in the Corporations Act or the Companies Act.

Third Party Providers means third party providers of products and services to RocketDNA.

Unlawful Purpose means any unlawful purpose, including but not limited to stalking, harassing or intimidating any person or engaging in misleading or deceptive conduct.

Website means all webpages and sub-sites available within the RocketDNA.com domain: www.RocketDNA.com.

You, your or you means the person or entity who or which is acquiring the right to use the Website under these Terms of Use.

Our Commitment to Privacy

This Privacy Policy relates to RocketDNA Ltd and its related bodies corporate (“RocketDNA”, “we”, “us” and “our”).

We appreciate that privacy is important to everyone. We are committed to complying with the Australian Privacy Principles ("APPs") which are contained in the Privacy Act 1988 (Cth).

This Privacy Policy outlines the type of personal information we collect, how that information is collected, used, stored and protected, and to whom we may disclose your personal information. We may also provide you with additional information about how RocketDNA will use your personal information at the time that it is collected.

1. WHAT IS PERSONAL INFORMATION?

When we refer to “personal information” we mean information or an opinion about you, from which you are, or may reasonably be, identified.

This information may include (but is not limited to) your name, date of birth, driver's licence number, phone number, email address, address, nationality and employment history.

Due to the nature of the services provided by us, we do not collect sensitive information (such as information about your religion, trade union membership, political opinion, health, sexual preference or criminal record) or credit information (information about loans that may have been provided to you) about you.

The personal information which RocketDNA collects may include:

for shareholders – names, postal addresses, tax file numbers, bank account details, email addresses and telephone numbers;
for job applicants or staff – employment history, educational qualifications, reference checks and payroll information; and
customers or potential customers and suppliers or potential suppliers – names, postal addresses, bank account details, telephone number and email addresses, birthdays, and reference checks.

RocketDNA may also store other information that may be considered as personal information, including IP addresses and RocketDNA-generated user credentials.

2. WHY DO WE COLLECT YOUR PERSONAL INFORMATION AND HOW DO WE USE YOUR PERSONAL INFORMATION?

We collect and use your personal information to perform our functions and activities, carry out our operations and to otherwise enable us to provide the services, products and information you request. Particularly, we may collect and use your personal information for the purposes of:

responding to your requests or inquiries and providing you with any information or other services requested by you;
your shareholder or other relationship with us;
assessing your application for employment;
providing you with access to our website, including all associated Data Products and APIs;
notifying you about important changes or developments to our functions, activities, services or our website;
administering, supporting, improving and developing our business and services;
any other purpose which relates to or arise out of requests made by you;
if you lodge a complaint with us, processing and responding to your complaint;
data analytics;
doing anything which you authorise or consent to us doing; or
taking any action we are required or authorised by law to take.

If you cease using our products and services, we may retain your personal information to comply with regulatory requirements and may periodically contact you to offer you the opportunity to use our products and services again or to participate in other valuable offers (should you choose to receive such information).

3. HOW DO WE COLLECT YOUR PERSONAL INFORMATION?

Most of the personal information we collect will be directly from you for purposes as described above. If you do not provide the information requested by us, we may not be able to provide you with our services, or to assist you with your specific needs.

Enquiries about RocketDNA and requesting a quote for RocketDNA’s products or services

We will collect personal information about you in various ways and at several different points if you choose to provide it to us. For example:

if you send us an email to enquire about our website or licence terms, or provide us with information about yourself through the website;
if you consent to us recording a telephone conversation with our representatives;
when you complete an application form for one of our products or services; or
when you provide details to us to enable us provisioning access to our products or services.

We also collect personal information about you from third parties that you have authorised to provide us with this information. For example, we may be provided with your personal information by LinkedIn or other similar service providers. From time to time we may also purchase lists containing personal information about individuals from organisations offering such lists for marketing purposes.

Website Use

Our server automatically collects information about your use of the website (“Navigational Data”). Navigational Data includes (a) the type of browser you are using, (b) your domain type and server, (c) your IP address, (d) the URL you have come from, (e) the pages of our website that you have visited, date/time stamp and the time spent on those pages, (f) the approximate location of where you accessed our services (if you have opted in to this function), (g) cookies, (h) RocketDNA-generated user credentials, (i) personal information as set out in section 1, "What is Personal Information", above, and (j) other statistics. This kind of information is collected by many sites. We perform statistical and other analysis on the Navigational Data to (i) analyse and measure user behaviour and trends, (ii) to understand how people use our services, and (iii) to monitor, troubleshoot and improve our services, including to help us evaluate or devise new features. We may also use Navigational Data for internal purposes designed to keep our services secure and operational, such as troubleshooting and testing purposes, and for service improvement, marketing, research and development purposes and to monitor your use of our website and your compliance with our licence terms. In addition, we may use third party services to help RocketDNA collect, monitor and analyse the Navigational Data. Occasionally, we may connect personal information to Navigational Data to improve our services for individual customers, where necessary. If we do this, we will treat the combined information in accordance with this Privacy Policy.

When you use our website, cookies will be placed on your computer to keep track of your use of our website. For example, cookies allow us to remember which RocketDNA image you were viewing when you last visited our website. Cookies do not capture or track any personal information. However, you may elect to set your computer so that cookies are not placed on your computer.

Shareholders

If you are a shareholder, the Corporations Act 2001 (Cth) (“Corporations Act”) requires RocketDNA to collect information about your name, address and shareholding, and include these in our register. This information will continue to be included in the register for seven years after you cease to be a shareholder.

The Corporations Act also requires us to grant access to anyone to inspect our share register on request and under certain circumstances, to obtain a copy. We may provide information from the share register to meet specific request, such as identifying the top 20 shareholders. Shareholder information will not be knowingly disclosed for purposes other than those which we consider to be in the best interests of shareholders.

As shareholders, you may also be required to provide us with your tax file number or financial institution account details. When applicable, we may ask you for your bank account details to make dividend and other payments to you. In compliance with Australian tax laws, we also provide certain advice to the Australian Taxation Office, including dividend information.

Employment

If you are applying for a position with us, we will ask you specific information, such as your name, email address, telephone number, qualifications and employment history. We may also ask you for other information such as your interests and the positions you are interested in.

Any personal information you provide to RocketDNA in connection with a job application may be used to consider you for current and future employment and may be disclosed to our external advisors to assist in the selection and recruitment process.

Third Party Personal Information

If you provide personal information to us about someone else, you must ensure that you are entitled to disclose that information to us and that, without us taking any further steps required by privacy laws, we may collect, use and disclose such information for the purposes described in this Privacy Policy. For example, you should take reasonable steps to ensure the individual concerned is aware of the various matters detailed in this Privacy Policy. The individual must also provide the consents set out in this Privacy Policy in respect of how we will deal with their personal information.

4. WILL PERSONAL INFORMATION BE GIVEN TO ANYONE ELSE?

In the circumstances described below, personal information may be disclosed outside of our organisation.

Third party contractors

Personal information collected by us may be disclosed to third parties to whom we contract out specialised functions (such as our website hosts). If we do disclose personal information to third party contractors under outsourcing or contracting arrangements, we take steps to ensure that those contractors:

comply with the APPs (and the IPPs, if applicable) when they handle your personal information; and
are authorised only to use personal information in order to provide the services or to perform the functions required by us.

Disclosures required by law

For legal reasons, other disclosures may need to be made to law enforcement agencies, government agencies, courts or external advisors or in accordance with other laws.

Other disclosures

We do not sell, rent or trade personal information to or with third parties.

By providing us with your personal information, you consent to us disclosing your information to the entities set out in in this Privacy Policy without obtaining your consent on a case by case basis.

We may from time to time transfer personal information outside Australia and New Zealand in accordance with the relevant Privacy Act to countries whose privacy laws do not provide the same level of protection as the privacy laws in Australia or New Zealand. For example, we may transfer your personal information to the Asia-Pacific, European Union or the United States of America. We may also use cloud storage and IT servers that are located offshore. We will not transfer your personal information to any location that is prohibited in accordance with the relevant Privacy Act.

By providing us with your personal information, you consent to us disclosing your information to entities located outside Australia, when permitted by law to do so, on the basis that we are not required to take such steps as are reasonable in the circumstances to ensure that any overseas recipient complies with Australian or New Zealand (as applicable) privacy laws in relation to your information.

5. DIRECT MARKETING

From time to time we may use your personal information to provide you with current information about our products and services, special offers you may find of interest, changes to our organisation, or new products or services being offered by us or any company we are associated with. By providing us with your personal information, you consent to us using your information to contact you on an ongoing basis for this purpose, including by mail, email, SMS, social media and telephone.

If you do not wish to receive marketing information, you may at any time decline to receive such information by contacting our Privacy Contacts using the contact details below. We will not charge you for giving effect to your request and will take all reasonable steps to meet your request at the earliest possible opportunity.

6. UPDATING YOUR PERSONAL INFORMATION

It is important to our relationship that the personal information we hold about you is accurate and up to date. If at any time you are of the view that personal information about you is not accurate, complete or up to date, please write to us with your request for correction. Our policy is to consider any requests for correction in a timely manner. We will not be responsible for any incorrect or incomplete personal information or any consequences arising directly or indirectly from incorrect or incomplete personal information.

7. ACCESS TO YOUR PERSONAL INFORMATION

Under the Privacy Act, you have a right to seek access to information which we hold about you (subject to the limited exceptions set out below).

If you wish to exercise your right under the Privacy Act to seek access to the personal information that we hold about you, we ask that you write to us and we will explain how we handle your access request. We may charge you for the cost of providing access to these records.

8. DENIED ACCESS TO PERSONAL INFORMATION

There may be situations where we are not required to provide you with access to your personal information. For example, such a situation would be information relating to an existing or anticipated legal proceeding with you, or if your request is vexatious.

An explanation will be provided to you if we deny you access to your personal information we hold.

9. IS PERSONAL INFORMATION STORED SAFELY?

We take reasonable steps to ensure the security of personal information held by us from such risks as loss or unauthorised access, destruction, use, modification or disclosure. Our IT systems are password protected and comply with our security standards, and if personal information is held on paper files, it is stored in premises that are locked when unattended.

10. BUSINESS WITHOUT IDENTIFYING YOU

In most circumstances it will be necessary for us to identify you in order to successfully do business with you, however, where it is lawful and practicable to do so, we will offer you the opportunity of doing business with us without providing us with personal information.

11. THIRD PARTY WEBSITES

Sometimes our website contains links to other websites, for your convenience and information. When you access a website other than www.RocketDNA.com, please understand that we are not responsible for the privacy practices of that site. We recommend that you review the privacy policies of each site you visit.

12. FURTHER INFORMATION AND COMPLAINTS

You may request further information about the way we manage your personal information or lodge a complaint by contacting our Privacy Officer(s) on the contact details below.

We will deal with any complaint by investigating the complaint, and providing a response to the complainant within a reasonable time, provided that we have all necessary information and have completed any investigation required. In cases where further information, assessment or investigation is required, we will seek to agree alternative time frames with you.

13. CONTACTING US

You can contact us by:

sending an e-mail to us at contact@rocketdna.com; or
writing to us at:

The Privacy Officer

RocketDNA Ltd

75 Thomas Street

Subiaco, Perth, 6005

Australia

14. CHANGES TO THIS PRIVACY POLICY

We might change this Privacy Policy from time to time and any updates to our Privacy Policy will be published on our website. You need to ensure that you review our Privacy Policy on a regular basis. If you continue to use our website after we change our Privacy Policy, you will be taken to have accepted the new Privacy Policy. This policy was last updated on 16 January 2018.

By visiting our website, requesting a quote, renewing or using any of our products or services or providing us with your personal information, you agree to your personal information being collected, held, used and disclosed as set out in this Privacy Policy.

Commercial Products Agreement

Recitals

A. RocketDNA is a provider of aerial imagery and location data and associated products and services.

B. RocketDNA agrees to supply the Licensee with the Products, subject to the terms of this agreement, the Additional Terms and Conditions, Product-Specific Terms, any Schedules and the Quote, which together constitute the legal agreement between the Licensee and RocketDNA (the “Agreement”).

Definitions of capitalised words are set out in clause 17 of the Agreement.

1. GRANT OF LICENCE TO USE PRODUCTS

1.1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fees, RocketDNA grants to the Licensee a limited, non-exclusive, non-transferrable licence for the Term to use the Products only for the Permitted Purpose (the “Licence”).

1.2 Users The Products available under this Licence are only to be used by the number of Authorised Users as set out in the Quote (“Seats”). The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Seats. If the number of users exceeds the total number of Seats, the Licensee will be in breach of this Agreement.

1.3 Renewal Unless otherwise notified by the Licensee in writing at least seven (7) days prior to the expiry of the Term and subject to any amendments to this Agreement required by RocketDNA, the Term will automatically be renewed for successive renewal terms of twelve (12) months each (each a “Renewal Term”).

1.4 Product Updates RocketDNA may from time to time supply the Licensee with a Product of no lesser quality than the previously supplied Product at its absolute discretion. If requested by RocketDNA, the Licensee must stop using any previously supplied Product and use the new Product from the date of delivery from RocketDNA.

1.5 Acknowledge RocketDNA source The Licensee must expressly acknowledge RocketDNA, in a reasonably prominent manner (by displaying the RocketDNA logo or other appropriate attribution), as the source of any Product or Derivative Works that the Licensee uses, copies, modifies or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any RocketDNA logo, watermark or other RocketDNA attribution in any Product or Derivative Works.

1.6 Periodic Allowance RocketDNA measures data usage by the Licensee under this Licence when data is consumed through the Website and/or APIs. In using the Products, the Licensee's consumption of data and/or area during the Period must not exceed the Periodic Allowance, unless stated otherwise in the Additional Terms and Conditions or the Product-Specific Terms. The following conditions apply to the Licensee's Periodic Allowance:

(a) the Periodic Allowance used by the Licensee will be calculated at the end of every Period based on the total data and/or area usage of all users who access and use the Licensee's RocketDNA account during that Period;

(b) if the Licensee elects to download and/or export Products available to the Licensee on the Website or through an API, this will be applied to the Periodic Allowance;

(c) if the Licensee does not consume its Periodic Allowance in any given Period, the balance will not be rolled over to a following Period;

(d) the Licensee agrees that RocketDNA may charge the Licensee additional fees, up to a maximum of the Excess Rate, for any usage in excess of the Periodic Allowance;

(e) RocketDNA will provide notice to the Licensee if it exceeds the Periodic Allowance for any Period; and

(f) if the Licensee exceeds the Periodic Allowance, RocketDNA may, in its absolute discretion, elect to:

(i) restrict the Licensee's access to the Products until the Periodic Allowance is reset or until additional fees are paid; or

(ii) immediately cease the Licensee's access to the Products for the remainder of the Period.

1.7 Unavailability Subject to clause 12, if a Product is not available for a period of three (3) consecutive days the Term will be extended by the period of such unavailability.

2. RESTRICTIONS ON RIGHT TO USE PRODUCTS

2.1 No right to distribute, transfer, resell, assign or sublicense This Licence is granted only to the Licensee. The Licensee must not distribute, transfer, resell, assign, rent, lease or sublicense any Product or any of the Licensee’s rights under this Licence without RocketDNA’s prior written consent.

2.2 No third party access Unless otherwise provided in this Agreement, the Licensee must not make any Products available in any medium or manner to any third party (including the Licensee’s Related Parties and Subsidiaries).

2.3 Employees Subject to clauses 1.1 and 1.2, the Licensee may make Products available to its employees, subject to those employees complying with the terms of this Agreement as if they were a party to it. These employees are deemed to be Authorised Users. The Licensee is responsible and liable for all Authorised Users that use the Licensee’s account access details or uses Products made available to the Licensee in breach of this Agreement, including, without limitation, for any additional fees that become payable if the Licensee's Periodic Allowance is exceeded.

2.4 No machine learning The Licensee must not conduct machine learning work in connection with this Agreement on any Products, which includes but is not limited to running any:

(a) machine learning models (including the model form and model parameters);

(b) outputs of machine learning models;

(c) software that processes or transforms input data for training a machine learning model or getting a prediction from a machine learning model into a format suitable for training or making such prediction; or

(d) software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data.

2.5 No caching and creation of database Except as expressly permitted under this Agreement, the Licensee is not permitted to:

(a) use its access to the Products under this Agreement for the purposes of creating a database of imageries for resale, distribution, sublicense or other commercial purposes, or for mass downloads or bulk feeds of any imagery; and

(b) pre-fetch, retrieve, cache, index, or store any Content or portion of the Products.

2.6 Restriction on integration methods The Licensee is only permitted to use API integration methods, or other integration methods, as authorised by RocketDNA in writing, including but not limited to integration with the Licensee's or other third party platforms or software.

2.7 Limits on use of Website In the Licensee’s use of the Website, the Licensee must not (without the prior written consent of RocketDNA):

(a) provide a link to another URL;

(b) upload content or other information to the Website (except as necessary to use the Products);

(c) do anything to damage, interfere or disrupt access to the Website or do anything which might impair its functionality;

(d) use the Website in any way to send any unsolicited email (commercial or otherwise) or any other material for marketing or publicity purposes;

(e) publish, post, distribute, disseminate or otherwise transmit, defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable confidential material or information;

(f) make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms” or any other harmful software;

(g) remove any content or information from the Website, other than that permitted under the terms of this Licence;

(h) falsify the true ownership of a Product or other material or information made available via the Website;

(i) obtain or attempt to obtain unauthorised access, through whatever means, to the Website;

(j) use the Website other than in accordance with this Agreement;

(k) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or

(l) provide or allow access to the Website which exceeds the total number of Seats in connection with use of the Product.

2.8 Breach If the Licensee breaches any of clauses 2.1 to 2.7 inclusive, RocketDNA reserves its rights to terminate the Agreement in accordance with clause 6.2, restrict the Licensee’s access to the Products and take any other steps available to it at law.

3. THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES

3.1 Password Any password issued by RocketDNA to an Authoriser User is personal and confidential to that Authorised User. If RocketDNA suspects that any password/ID is being used by an unauthorised person, by a different Authorised User who is not the person to whom it was issued, or the number of Seats has been exceeded, RocketDNA may:

(a) cancel that user’s access;

(b) immediately cease the Licensee’s access to the Product;

(c) require the Licensee to pay for any additional fees due based on the standard RocketDNA Fees for the applicable Product, in respect of any such unauthorised use; and/or

(d) exercise any other right available to RocketDNA under the terms of this Agreement or at law.

3.2 Downtime RocketDNA will use reasonable endeavours to ensure that the Website and APIs remains available but cannot guarantee that this will be the case at all times. RocketDNA agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. The Licensee may elect to subscribe to the RocketDNA status page at https://status.RocketDNA.com/ to receive notifications and updates relating to planned maintenance and uptime/downtime of the Website and APIs. As soon as RocketDNA becomes aware of any Fault, RocketDNA will use reasonable endeavours to:

(a) allocate such resources as may be necessary to remedy the Fault; and

(b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.

3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this Agreement.

3.4 Unauthorised Use The Licensee shall take reasonable steps to prevent unauthorised access to the Products, including without limitation protecting its passwords and other log-in information. The Licensee shall notify RocketDNA immediately of any known or suspected unauthorised use of the Products or breach of its security and shall use best efforts to stop said breach and minimise the adverse impact of said breach on RocketDNA.

3.5 Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products according to its usual record keeping policies and procedures. The Licensee shall permit RocketDNA (or its auditors) access to its books and records, and employees and/or contractors pertaining to the Licensee’s use of the Products. RocketDNA will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted and in which case the audit period may be extended.

3.6 Audit Findings If an audit results in findings of non-compliance, RocketDNA may, at its discretion:

(a) invoice any additional licence fees due based on the standard RocketDNA Fees in place at the time of the original licence grant;

(b) recover the reasonable cost of the audit if additional Fees exceed 5% of the Fees paid during the audit period; and

(c) terminate this Agreement in accordance with clause 6.2. Licensee must pay all invoices issued under this clause within thirty (30) days following the date of invoice.

4. FEES

4.1 Fees The Fees payable by the Licensee for the Licence and the use of the Products are specified either in the Quote or in the case of a Renewal Term where the terms of this Agreement remain unchanged, as set out in the relevant tax invoice issued by RocketDNA or as otherwise notified by RocketDNA to the Licensee.

4.2 Payment The Licensee may elect to pay the Fees to RocketDNA by credit card or one of the payment methods identified on the invoice at the beginning of each Term unless otherwise agreed by RocketDNA.

4.3 Credit Card Payment Where the Licensee elects to pay the Fees by credit card, the Licensee will provide RocketDNA with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to RocketDNA. If the Licensee provides credit card information to RocketDNA, the Licensee authorises RocketDNA to charge such credit card for all purchased Products listed in the Quote for the initial Term and any Renewal Term as set out in clause 1.3. The Licensee authorises RocketDNA, from time to time, to undertake steps to determine whether the card number provided to RocketDNA is a valid card number and authorises RocketDNA to automatically update Licensee’s credit card information. Such Fees may be made in advance, either annually or in accordance with any different billing frequency stated in the Quote or the Additional Terms and Conditions.

4.4 No cancellation Subject to clause 4.5, all Fees are non-cancellable and non-refundable except as expressly set out in this Agreement.

4.5 Refund of Fees If the Licensee is not in breach of this Agreement, and RocketDNA elects to terminate this Agreement under clause 6.4, RocketDNA will refund the Licensee any pre-paid fees relating to the portion of Term remaining as at the date of termination.

4.6 GST All Fees exclude GST and other taxes unless expressly stated otherwise.

4.7 Late Payment If a scheduled Fee payment is not made in full by the due date for any reason, the Licensee gives RocketDNA permission to charge a Late Payment Fee and/or immediately limit or terminate access to the Products provided under this Licence.

4.8 Acceleration In the event of the Licensee failing to pay RocketDNA the Fees in full in accordance with the terms of this Agreement, all Fees (whether accrued or not) will become immediately due and payable.

4.9 Amendments RocketDNA may, at its absolute discretion, increase the price, for the relevant Product at the end of the Term by an amount which reflects up to the current rate of Inflation plus 2.5%. Notwithstanding the foregoing, where a discount has been applied to the relevant Products, such discounts will not apply to any Renewal Term, unless otherwise agreed between the parties in writing.

5. THE LICENSEE’S WARRANTIES

5.1 Warranty The Licensee warrants that:

(a) any information the Licensee supplies to RocketDNA in respect of the Agreement is complete and correct. The Licensee must keep RocketDNA informed of any change to the Licensee’s information provided to RocketDNA, including any change to the Licensee’s contact details, or the details of a credit card used for payment.

(b) the Licensee will immediately notify RocketDNA of any usage of any Product outside the Permitted Purpose, and provide any other information reasonably requested by RocketDNA;

(c) the Licensee has the power to enter into this Agreement and to perform the obligations under it; and

(d) the Licensee has and will comply with all relevant laws relating to the Licensee’s use of the:

(i) Licence;

(ii) Products; and

(iii) Website.

6. TERMINATION AND EXPIRY

6.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3.

6.2 Breach In the event of any breach of a term of the Agreement by the Licensee and, if such breach is capable of being rectified, has not been rectified within five (5) Business Days’ of notice to the Licensee, RocketDNA may, in its absolute discretion, elect to terminate the Agreement by notice to the Licensee.

6.3 Termination Upon Notice A party may terminate this Agreement immediately upon notice to the other party if the latter is subject to an Insolvency Event.

6.4 Termination by RocketDNA Notwithstanding anything else in this Agreement but subject to clause 4.5, RocketDNA has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days’ notice, to terminate this Agreement.

6.5 Consequences If this Agreement is terminated under clauses 6.2, 6.3, 6.4 or expires under clause 3.3:

(a) the Licence immediately terminates, and the Products will no longer be available to the Licensee;

(b) the Licensee must immediately destroy, delete or return to RocketDNA all Products; and

(c) subject to clause 7.3, the Licensee is not permitted to use any Products for any purpose.

6.6 Costs RocketDNA reserves all rights following termination of this Agreement, including any rights available to RocketDNA to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any costs incurred by RocketDNA in enforcing its rights following termination of this Agreement.

6.7 Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 6.6, 7, 8, 9, 10 and 16 will still be binding on the Licensee in relation to Products licensed or obtained during the Term.

7. INTELLECTUAL PROPERTY

7.1 Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by RocketDNA and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. RocketDNA reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licenced to the Licensee.

7.2 Trademarks The RocketDNA trademarks and all associated Intellectual Property Rights are owned by RocketDNA. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of RocketDNA’s trademarks, except that RocketDNA grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display RocketDNA trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules RocketDNA makes available to the Licensee from time to time.

7.3 Derivative Works Subject to compliance with all other terms of this Agreement, the Licensee is granted a non-exclusive right to produce and use Derivative Works for the Permitted Purpose. Unless otherwise notified to the Licensee by RocketDNA, the Licensee may continue using Derivative Works following termination or expiry of this Agreement. For the avoidance of doubt, RocketDNA will continue to own all rights in and to any Products and Content embedded in a Derivative Work, but all other rights in and to the Derivative Work will belong to the Licensee.

8. THIRD PARTY PROVIDERS

8.1 The Licensee acknowledges and accepts that RocketDNA engages with Third Party Providers in order to provide the Products under this Agreement. The provision of the Products is contingent upon adequate delivery of products and services by those Third Party Providers and are subject to those Third Party Provider terms and conditions (as updated from time to time). By entering into this Agreement, the Licensee agrees that where applicable they must comply with those terms and conditions which apply to the use of those Third Party Providers products where incorporated into RocketDNA’s Products.

9. WARRANTY AND LIABILITY

9.1 Warranty RocketDNA agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning.

9.2 Exclusion of Warranties Subject to clause 9.1, the Website and the Products are provided "as is", and RocketDNA, Third Party Providers and its content providers, agents, mandataries and affiliates exclude, to the fullest extent permitted by applicable law, any representation, warranty, condition and guarantee, express or implied, including, without limitation, any implied representations, warranties, conditions or guarantees of merchantability or fitness for a particular purpose, any warranties as to the currency or regularity of the updates of the Products, any warranties as to any files the Licensee downloads from the Website being free from virus or harmful code, and all conditions and warranties which would otherwise be implied into this Agreement whether by law, statute or otherwise.

9.3 No Representations While RocketDNA uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, the Products and the Website, RocketDNA and its Third Party Providers make no representations, warranties, conditions or guarantees as to the accuracy, correctness or reliability of any Product or Content contained on the Website and/or obtained through an API. The Products, the Website and APIs may be subject to errors, omissions, inaccuracies and distortions and RocketDNA will not be responsible for, or liable for any Claims made by or arising out of, any person or entity seeking to rely on any of the Products, the Website or APIs.

9.4 Limit of Liability RocketDNA’s liability for:

(a) a breach of a warranty under clause 9.1; or

(b) a breach of a representation, warranty, condition or guarantee which is implied or imposed in relation to this Licence under legislation and cannot be excluded, will be limited to, at RocketDNA’s option replacing or repairing the Products or supplying Products equivalent to the relevant Products, or paying the cost of replacing or repairing the Products.

9.5 No Liability for Claims To the extent permitted by law, in no event will RocketDNA, its content providers, agents, mandataries or affiliates be liable for any Claims of any kind arising from or connected with the use of the Website or APIs, the Content or the Products, or the unavailability of the same, including but not limited to loss of use, loss of profits or loss of data, and direct, indirect, incidental, punitive and consequential damages and whether in contract, tort (including but not limited to negligence), extracontractual liability or otherwise. The Licensee is responsible for the entire cost of all servicing, repair or correction required due to the Licensee’s use of this Website, the Content or the Products. This exclusion applies, without limitation, to any Claims caused by or resulting from reliance by a user on any information obtained from RocketDNA.

9.6 Aggregate Limit In no event will the aggregate liability of RocketDNA, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), extracontractual liability, product liability, strict liability or other theory, arising out of or relating to the use of the Products, the Content, the Website or APIs exceed any compensation or Fee the Licensee has paid, if any, to RocketDNA for access to or use of the Products over the twelve (12) month period prior to the alleged default, breach or event giving rise to the liability.

9.7 Third Party Providers The Licensee acknowledges that RocketDNA relies on the services of Third Party Providers in order to supply the Products and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, RocketDNA will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider except to the extent it was caused or contributed to by the acts, defaults or omissions of RocketDNA.

9.8 Indemnity The Licensee agrees to indemnify RocketDNA and its directors, officer, employees, agents, mandataries and subcontractors, from and against any and all direct or indirect claims, damages, losses, liabilities, expenses and costs (including reasonable attorney’s fees and costs) arising from or out of:

(a) the Licensee’s actual or alleged breach of any provisions of this Agreement;

(b) the Licensee’s use of the Product for any purpose; and

(c) the Licensee’s use of, or any third party’s use of, or inability to use, any Derivative Works, including without limitation, any output from the Derivative Works.

10. COPYRIGHT COMPLAINTS

10.1 If any third party brings a Claim against the Licensee alleging that the Licensee’s use of the Products in accordance with this Licence infringes their copyright, RocketDNA will defend the Licensee against the Claim and pay any settlement to which RocketDNA consents or final court-awarded damages for which the Licensee is liable.

10.2 The Licensee must:

(a) promptly notify RocketDNA of any such Claim;

(b) not make any admissions in relation to the Claim without RocketDNA's prior written consent;

(c) permit RocketDNA to conduct the defence of the Claim including all negotiations for settlement; and

(d) provide RocketDNA with any assistance reasonably requested to allow RocketDNA to defend the Claim.

10.3 RocketDNA will have no liability for any infringement Claim:

(a) that arises from any:

(i) use of the Product in violation of this Agreement;

(ii) modification of the Product by anyone other than RocketDNA or a party authorised by RocketDNA in writing to modify the portion of the Product applicable to the infringement Claim; or

(iii) third-party products, services, hardware, software or other materials, or a combination of these with the Products, which would not be infringing without this combination; or

(b) if the Licensee fails to comply with clause 10.2.

10.4 To the maximum extent permitted by law, this clause 10 sets out RocketDNA’s sole and exclusive liability, and the Licensee’s sole and exclusive remedy, for any third party Claims brought against the Licensee in relation to an infringement of Intellectual Property Rights.

11. PRIVACY POLICY

11.1 RocketDNA will collect, use and disclose any personal information supplied by the Licensee as set out in RocketDNA’s Privacy Policy, as amended from time to time, and currently available at https://www.RocketDNA.com/au/en/legal/privacy-policy. The Licensee hereby consents to those collections, uses and disclosures.

11.2 To the maximum extent permitted by law, by entering into this Agreement, the Licensee expressly consents to receiving by email direct marketing communications from RocketDNA.

11.3 By entering into this Agreement, the Licensee acknowledges that personal information provided by the Licensee in the course of accessing Products (including, without limitation, credit or debit card details provided by the Licensee for the purpose of paying RocketDNA) may be disclosed to and held by one or more of RocketDNA’s third party suppliers and partners (including, without limitation, providers of payment processing services), and used by those third parties in connection with the supply of Products.

12. FORCE MAJEURE

12.1 Force Majeure Event If a party is unable to perform or is delayed in performing an obligation under this Agreement (except for any obligation to pay money, including Fees) because of an event beyond that party’s reasonable control (“Force Majeure Event”):

(a) that obligation is suspended but only so far and for so long as that party is affected by the Force Majeure Event; and

(b) the affected party will not be responsible for any loss or expense suffered or incurred by the other party as a result of, and to the extent that, the affected party is unable to perform or is delayed in performing its obligations under this Agreement because of the Force Majeure Event.

12.2 Notice of Force Majeure Event If a Force Majeure Event occurs, the party affected by the Force Majeure Event must:

(a) Promptly (when reasonably possible to do so) give the other party notice of the Force Majeure Event and an estimate of the non-performance and delay;

(b) take all reasonable steps to overcome the effects of the Force Majeure Event; and

(c) resume compliance as soon as practicable after the Force Majeure Event no longer affects it.

13. CONFIDENTIALITY

13.1 Subject to any other written agreements between the parties in connection with this Agreement, any information provided in writing or orally or data provided by either party under this Agreement (“Discloser”) to the other party (“Recipient”) and marked or identified as proprietary or Confidential Information shall not be disclosed for a period of three (3) years from termination or expiry of this Agreement, unless mutually agreed in writing by the parties. The parties will disclose Confidential Information only to their employees who have a need to know for the purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Licensee’s duty hereunder. The Recipient will protect Confidential Information from unauthorised use, access, or disclosure in the same manner as it would protect their own confidential or proprietary information of similar nature and with no less than reasonable care.

13.2 The confidentiality obligations do not apply to the Recipient if:

(a) the Discloser has first agreed in writing to the particular disclosure, use, or copying;

(b) the Confidential Information was generally known by or available to the public through no wrongful act of the Recipient or otherwise than as a consequence of a breach of this Agreement;

(c) the Confidential Information was received by the Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the Confidential Information; or

(d) disclosure of Confidential Information is legally compelled by a judicial or administrative body.

13.3 Immediately upon termination or expiry of this Agreement, the Recipient must (at its expense):

(a) cease all use of the materials and Confidential Information;

(b) destroy or return (at the Discloser’s discretion) the Confidential Information to the Discloser together with all copies, reproductions and summaries of the same;

(c) destroy all of its notes, memoranda and records (in whatever form) containing, referring to or based on the Confidential Information;

(d) ensure that any person who receives the Confidential Information by the Recipient’s authority returns the Confidential Information to the Discloser in any form in which it is held or destroys it and gives evidence of its destruction to the Discloser; and

(e) provide to the Discloser a written certificate confirming compliance with the requirements under this clause.

14. NOTICES

14.1 All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when (a) personally delivered; (b) sent by registered or certified mail (postage prepaid, return receipt requested); (c) sent by nationally recognised private courier (with signature required and all fees prepaid); or (d) sent by email with confirmation of transmission. Notices must be sent to the Licensee at the address set forth in the Quote and for RocketDNA to Level 4, Tower One, International Towers, 100 Barangaroo Avenue, Barangaroo NSW 2000 or at another address as a party may designate in writing.

15. CUSTOMER SUPPORT

During the Term the Licensee may contact RocketDNA at http://support.RocketDNA.com with the Licensee’s support queries. However, RocketDNA cannot guarantee that it will be able to resolve any issue raised by the Licensee. RocketDNA has no obligation to provide the Licensee with any additional support, but if RocketDNA agrees to do so RocketDNA may charge the Licensee reasonable additional fees for the additional support provided to the Licensee by RocketDNA.

16. MISCELLANEOUS TERMS

16.1 RocketDNA customer Licensee grants RocketDNA the right to use Licensee’s name and logo to identify as a RocketDNA customer for marketing or promotional purposes in public or private communications with RocketDNA’s existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to RocketDNA from time to time.

16.2 Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. If there is any inconsistency between this Agreement and the Additional Terms and Conditions, the Additional Terms and Conditions prevail to the extent of the inconsistency.

16.3 Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that neither party’s employee or contractor is an employee of the other party.

16.4 Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favour of or against either party by reason for authorship.

16.5 Waiver Any waiver of any terms of this Agreement will be effective only if in writing and signed by RocketDNA. Any rights not expressly granted herein are reserved.

16.6 Severability If one or more of the terms of this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected.

16.7 Joint and Several Liability If the Licensee consists of more than one person or entity, then each such person or entity shall be jointly and severally liable with respect to its obligations to RocketDNA under this Agreement.

16.8 Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of RocketDNA.

16.9 Assignment Other than as expressly specified in this Agreement, the Licensee may not assign or purport to assign its rights or obligations under this Agreement without the prior written consent of RocketDNA.

16.10 Entire Agreement This Agreement:

(a) comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and

(b) supersedes any prior agreement or understanding on anything connected with that subject matter.

16.11 Counterparts This Agreement may consist of a number of counterparts and if so, the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, RocketDNA and the Licensee.

16.12 Precedence of Documents In the event of any inconsistencies between the terms of this agreement, the Additional Terms and Conditions and the Quote, the following order of precedence applies, from highest to lowest:

(a) Additional Terms and Conditions;

(b) the Quote and attached Schedules;

(c) any Product-Specific Terms, and

(d) this products agreement.

This Agreement between RocketDNA and the Licensee supersedes all terms and conditions attached to the Licensee’s purchase order.

16.13 Governing Law This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

17. DEFINITIONS

In this Agreement:

Additional Terms and Conditions means the additional terms and conditions (if any) set out in the Quote.

API means application programming interface.

Authorised User means the number of persons specified in the “Seats” section of the Quote, who have been granted access to the Product by the Licensee pursuant to the terms and conditions of this Agreement, and who either have been assigned a unique RocketDNA user login credential or whom the Licensee has assigned a user login credentials that enables access to the Product through the Website or API.

Business Days means any day other than a Saturday, a Sunday or a recognised public holiday in New South Wales.

Claim means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.

Commencement Date means the date RocketDNA accepts the Licensee’s signed Quote, unless otherwise as specified on the Quote.

Commercial Purpose means to distribute, transfer, sell, sublicence or pass possession of any Products (in whole or in part) for the purpose of direct commercial benefit or gain by the Licensee.

Confidential Information means the terms of this Agreement, the pricing, and any other information relating to the business, finances, strategy, methods, processes, products, metadata, services or other affairs of a party or its representatives or related bodies corporate which is disclosed to, learnt by or accessed by the Licensee in connection with this Agreement, whether before or after the Licensee entered into this Agreement, whether orally, electronically, in writing or otherwise.

Content means any content made available by or on behalf of RocketDNA to the Licensee in connection with the Licence, whether or not through the Website or an API.

Corporations Act means the Corporations Act 2001 (Cth).

Coverage Area means the area described on the Website for which RocketDNA has available Products, which may cover part or all of that area.

Derivative Work means any new work created by or for the Licensee that incorporates, embeds or includes all or part of a RocketDNA Product or Content.

Discloser has the meaning given in clause 13.1.

Excess Rate means the rate of additional fees that the Licensee pays per megabyte for its use of the Products beyond the Periodic Allowance, being:

(a) if the Licensee pays its Fees on a monthly basis, the Fees per month divided by the Periodic Allowance; or

(b) if the Licensee pays its Fees on a yearly basis, the Fees per year divided by twelve (12) divided by the Periodic Allowance.

Fault means any fault, failure, error or defect which prevents the Licensee from accessing the Products, other than where access is prevented due to a planned outage, because of an unforeseeable event beyond RocketDNA’s reasonable control or any conduct or activity undertaken by the Licensee, the Licensee’s employees or agents or mandataries.

Fees means the fees specified in the Quote payable by the Licensee for the Licence, unless otherwise agreed in writing between RocketDNA and the Licensee.

Force Majeure Event has the meaning given in clause 12.1.

GST means applicable goods and services tax under A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Law) and associated regulations as amended.

Inflation means the rate of inflation for the current year, to be calculated using the Reserve Bank of Australia’s Inflation Calculator at http://www.rba.gov.au/calculator/ or such other replacement calculation tool from time to time.

Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, trademarks, patents, rights to protect confidential information and any other similar rights.

Insolvency Event means when (a) a 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, (b) any form of voluntary or involuntary insolvency, administration or liquidation of a party, (c) except in the case of RocketDNA where reconstruction or amalgamation has taken place while solvent, a party enters into, or resolves to enter into, an arrangement or composition, for the benefit of, all of any its creditors, or it, or anyone on its behalf, proposes a reorganisation, moratorium, deed of company arrangement or other administration involving any of them or the winding up or dissolution of that party, (d) a party ceases, or threatens to cease, to carry on business, or (e) anything having a substantially similar effect to any of the events specified to the relevant party under the law of any jurisdiction.

Late Payment Fee means a fee, as notified by RocketDNA to the Licensee, corresponding to the costs incurred by RocketDNA (including, without limitation, administrative and other costs) in recovering any payment not made by the Licensee on the due or scheduled date for payment. Late fees incur interest at the rate of 1.5% per month (being 18% per year).

Licence means the licence granted in clause 1.1.

Licensee means the entity specified in the Quote.

RocketDNA means RocketDNA Australia Pty Ltd ABN 16 120 677 250.

Operational Hours means 9am to 5pm AEST.

Period means the period shown in the “Allowance” section of the Quote unless otherwise agreed in writing between RocketDNA and the Licensee.

Periodic Allowance means the data and/or area allowance specified in the “Allowance” section of the Quote unless otherwise agreed in writing between RocketDNA and the Licensee.

Permitted Purpose means the use of Products by the Licensee for internal purposes in the Licensee’s ordinary business and at all times excludes any:

(a) Commercial Purpose; and

(b) Unlawful Purpose.

Products means any RocketDNA products specified in the Quote (and further described on the Website). For the avoidance of doubt, Products include Content.

Product-Specific Terms means additional terms and conditions available at https://www.RocketDNA.com/au/en/legal/product-specific-terms that apply to certain Products located on RocketDNA’s Website.

Quote means an ordering document or an online order specifying the Products to be provided to the Licensee under this Agreement including any supplements and addendums.

Recipient has the meaning given in clause 13.1.

Related Parties has the meaning given in the Corporations Act.

Renewal Term has the meaning given in clause 1.3.

Schedule means a schedule to this Agreement, where such schedule has been incorporated by reference to form part of this Agreement.

Seats has the meaning given in clause 1.2.

Subsidiaries has the meaning given in the Corporations Act.

Term means (a) for any New Subscription Quote or Renewal Quote, the term specified in the “Subscription Term” section of the Quote, commencing on the Commencement Date, or “Start Date” (if any is specified on the Quote), or (b) for any Amendment Quote, the term commencing on the Commencement Date and ending on the “End Date” as specified on the Quote, whichever applies to the relevant Product, unless otherwise notified to the Licensee by RocketDNA.

Third Party Providers means third party providers of products and services to RocketDNA.

Unlawful Purpose means any unlawful purpose, including but not limited to stalking, harassing or intimidating any person or engaging in misleading or deceptive conduct.

URL means a Uniform Resource Locator.

Website means all webpages and sub-sites available within the RocketDNA.com domain (http://www.RocketDNA.com/).

Small Business Products Agreement

Recitals

A. RocketDNA is a provider of aerial imagery and location data and associated products and services.

B. RocketDNA agrees to supply the Licensee with the Products, subject to the terms of this agreement, the Additional Terms and Conditions, Product-Specific Terms, any Schedules and the Quote, which together constitute the legal agreement between the Licensee and RocketDNA (the “Agreement”).

Definitions of capitalised words are set out in clause 17 of this Agreement.

1. GRANT OF LICENCE TO USE PRODUCTS

1.1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fee, RocketDNA grants to the Licensee a limited, non-exclusive, non-transferrable licence for the Term to use the Products only for the Permitted Purpose (the “Licence”).

1.2 Users The Products available under this Licence are only to be used by the number of Authorised Users as set out in the Quote (“Seats”). The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Seats. If the number of Authorised Users exceeds the total number of Seats, the Licensee will be in breach of this Agreement.

1.3 Renewal Unless otherwise notified by the Licensee in writing, at least seven (7) days prior to the expiry of the Term, and subject to any amendments to this Agreement as agreed in writing between RocketDNA and the Licensee, the Term will automatically be renewed for successive renewal terms of twelve (12) months each (each a “Renewal Term”).

1.4 Product Updates RocketDNA may, from time to time supply the Licensee with a Product of no lesser quality than the previously supplied Product at its absolute discretion. If requested by RocketDNA, the Licensee must stop using any previously supplied Product and use the new Product from the date of delivery from RocketDNA.