GPD Individual Subscription

1. Definitions and interpretation

1.1 Definitions

In this agreement, capitalised terms have the meaning given to them by the Cover Page unless this agreement otherwise requires, and:
Authorised User means a user authorised by Licensee in accordance with the scope of its licence.
Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business in Brisbane, Queensland.
Confidential Information means the confidential information of a party which relates to the subject matter of this agreement and includes:
(a) confidential information relating to the Website or Website Search Portal;
(b) information relating to the personnel, policies or business strategies of a party;
(c) information relating to the terms upon which the Website has been supplied pursuant to this agreement.
Consequential Damages means special, incidental, indirect, exemplary, punitive or consequential damages, loss of revenue, loss of profits, loss of production, loss of data, loss of goodwill or credit, loss of reputation or future reputation or publicity, loss of use, loss of interest, damage to credit rating, loss or denial of opportunity, loss of anticipated savings, or increased or wasted overhead costs, or which relates to additional expenses incurred or rendered futile; or which is not a natural or immediate consequence of the cause of action; or which is suffered as a result of a claim by a third party; or which consists of a claim for personal injury or damage to property, whether in contract, tort, statute or otherwise.
Cover Page means the first page of this agreement.
GPD Eligible Study Information means the repository of studies systematically screened as representing high-quality evaluation research and associated GPD coding.
Website means the Global Policing Database website, currently located at gpd.uq.edu.au.
Website Search Portal means all content and searching functions and gateway access to the GPD Eligible Study Information available through the Website.

1.2 Interpretation

In this agreement unless the context requires otherwise:
(a) reference to a person includes any other entity recognized by law and vice versa;
(b) the singular includes the plural and vice versa;
(c) one gender includes every gender;
(d) clause headings are for reference purposes only;
(e) reference to a party to includes that party’s executors, administrators, successors (including any entity resulting from a permitted amalgamation), permitted assigns and substitutes; and
(f) reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of it.

2. Duration of agreement

This agreement shall commence on execution and continue for the Term (subject to earlier termination).

3. Licence to use GPD Eligible Study Information

3.1 Licence

(a) Subject to this agreement, UQ grants Licensee a limited, non-exclusive, non-transferable licence (without the right to sublicense) to use the GPD Eligible Study Information through the Website Search Portal (as specified on the Cover Page) during the Term.
(b) The licence is limited as set out in the Licence section on the front page , and also as set out in this clause 3.
(c) The licence extends to any accompanying documentation. The documentation may not be copied, modified or used in any way not contemplated or expressly authorised by this agreement.

3.2 Use of GPD Eligible Study Information

Licensee must use the GPD Eligible Study Information only for its internal operational purposes (and not for the benefit of any third parties).

3.3 User name and password to access the Website Search Portal

(a) Where the licence is for access via the Website Search Portal, UQ will provide Licensee with a user ID and password by which Authorised Users can access the GPD Eligible Study Information through the Website Search Portal.
(b) Licensee must:

• (i) ensure that the user ID and password are not used or accessed by any person other than an Authorised User;
• (ii) ensure that the user ID and password are not shared or disclosed by Authorised Users; and
• (iii) ensure that the Website and the GPD Eligible Study Information are not used to create any other database whether in electronic or any other form.

(c) If Licensee knows or suspects an unauthorized person knows or may know the user ID or password, Licensee must immediately advise UQ and must also advise UQ of what remedial action it has taken or proposes.

3.4 Licensee’s obligations in using the GPD

(a) Other than as expressly permitted by this agreement, Licensee shall not do or permit anything to be done in respect of the GPD Eligible Study Information. Without limiting the preceding sentence, Licensee shall not:

• (i) remove or modify any Website markings or any notice of UQ’s rights;
• (ii) make programs or materials resulting from the Website and Website Search Portal available to any third party for use in the third party’s business;
• (iii) commercially exploit the GPD Eligible Study Information (including by making it available to any third party);
• (iv) publish, distribute or transmit any part of the Website and Website Search Portal by any means;
• (v) modify or copy the Website and Website Search Portal or create any derivative works based on the Website and Website Search Portal;
• (vi) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Website Search Portal available to any third party;
• (vii) reverse assemble, reverse compile or disassemble, or directly or indirectly allow or cause a third party to reverse assemble, reverse compile or disassemble the whole or any part of the Website Search Portal or GPD Eligible Study Information;
• (viii) access the Website and GPD Eligible Study Information in order to build any commercially available product or service; or
• (ix) modify, copy or create derivative works of any features, functions, integrations, interfaces or graphics of the Website and Website Search Portal.

(b) Licensee shall use reasonable efforts to prevent unauthorized third parties from accessing or using GPD Eligible Study Information, and notify UQ promptly of any unauthorized access or use.
(c) Licensee agrees not to make or permit any use of the Website or Website Search Portal in a way which is unacceptable. Use is unacceptable if:

• (i) it involves anything which is false, defamatory, harassing or obscene;
• (ii) it involves unsolicited electronic messages;
• (iii) it would involve the contravention of any person’s rights (including intellectual property rights);
• (iv) it may offend any laws; or
• (v) it may otherwise be regarded by UQ, on reasonable grounds, to be unacceptable (UQ may from time to time notify Licensee of the circumstances which UQ regards as unacceptable).

4. Licensee’s acknowledgements

Licensee acknowledges that at no time prior to entering into this agreement has it relied on the skill or judgment of UQ and that it would be unreasonable for the Licensee to rely on any such skill or judgment.

5. Security

(a) Licensee shall be solely responsible for its access to and use of GPD Eligible Study Information.
(b) Licensee shall ensure that, to the extent relevant to its use, the GPD Eligible Study Information is protected at all times from misuse, damage, destruction or any form of unauthorized use.
(c) Licensee shall keep accurate records of use, copying, modification and disclosure of the Website Search Portal. Licensee shall permit UQ to inspect such records at any time during Licensee’s normal business hours. If UQ requests, Licensee shall furnish to UQ a copy of all or any part of such records.

6. Disclaimers

(a) From time to time UQ may (but is not obliged to) modify or update the Website or its content.
(b) For clarity:

• (i) the Website is provided “as is” and UQ does not warrant that operation of the Website will be uninterrupted or error-free; and
• (ii) UQ has no obligation to provide support (such as defect fixes, updates and new releases).

7. Intellectual property

7.1 Intellectual property rights

UQ owns or is the licensee of all rights, including intellectual property rights, title and interest in anything developed or provided under this agreement (including the Website, Website Search Portal, and GPD Eligible Study Information).

7.2 Licensee acknowledgements

Licensee acknowledges:
(a) this agreement grants Licensee no title or rights of ownership in the Website or Website Search Portal or any content or components;
(b) the Website or Website Search Portal content and components is the Confidential Information of UQ; and
(c) the Website, or Website Search Portal and any content or components, and all copies made by Licensee, including translations, derivatives, compilations, and partial copies, and all patches, revisions, and updates are and remain the property of UQ.

7.3 Reservation of rights by UQ

Except for those limited rights expressly granted to Licensee under this agreement, UQ reserves all other rights in the Website or Website Search Portal including without limitation, the right to pursue actions against infringers. No rights are granted to Licensee other than as expressly set out in this agreement.

8. Confidentiality

(a) A party shall not, without the prior written approval of the other party, disclose the other party’s Confidential Information.
(b) A party shall not be in breach of clause 7(a) in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
(c) The parties shall take all reasonable steps to ensure that they do not make public or disclose each other’s Confidential Information. This clause shall survive the termination of this agreement.

9. Licensee logos and trade marks

Licensee grants a non-exclusive royalty-free licence to UQ to reproduce and display Licensee’s name during the Term and for 12 months after the Term, for the purposes of providing the Website and identifying Licensee as a UQ customer.

10. Fees and payment

10.1 Fees

The Fee for the licence is set out on the Fees section of the front page.

10.2 Payment terms

(a) Payment is due upon accepting these terms and conditions.
(b) The Licensee agrees and acknowledges that there is no refund once the Fee is paid.

10.3 Taxes

Unless expressly stated otherwise, all Fees and pricing in this agreement is exclusive of any relevant taxes, and Licensee is responsible for all applicable taxes relating to the services.

11. Liability and indemnity

11.1 Limitation of liability

(a) To the extent permitted by law, UQ, its officers, employees, agents, contractors or suppliers, are not liable for Consequential Damages even if UQ, its officers, employees, agents, contractors or suppliers are aware of the possibility of those Consequential Damages.
(b) UQ’s liability (other than that addressed in clause 11.1(a)), whether in contract, tort, statute or otherwise, to Licensee or any third party concerning performance or non-performance by UQ, or in any manner related to this agreement, for all claims, is limited in the aggregate to an amount equal to the Fees paid by Licensee during the 12 months prior to the relevant claim.

11.2 Indemnity

Licensee indemnifies and will defend UQ and its employees, officers and agents (those indemnified) from and against any loss or damage (including reasonable legal costs and expenses) or liability incurred or suffered by those indemnified resulting from:
(a) a breach by Licensee of its obligations under this agreement; or
(b) any willful, unlawful or negligent act or omission of Licensee.

11.3 Remedy

The parties acknowledge that monetary damages alone may be an inadequate remedy for breach of Licensee’s obligations under clause 3. In addition to any other remedy that may be available in law or equity, UQ may be entitled to interlocutory injunctive relief to prevent any conduct or threatened conduct which is or would be a breach of those clauses and to compel specific performance of this agreement.

12. Termination and expiration

Without limiting the remainder of this agreement, UQ may terminate this agreement immediately by notice in writing to Licensee if:
(a) Licensee is in breach of clause 3;
(b) Licensee is otherwise in breach of any express or implied term of this agreement and, where the breach is capable of remedy, the breach is not remedied within 30 days of notification by UQ; or
(c) Licensee becomes, threatens, or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.

13. Disputes

(a) Neither party may commence court proceedings or action against the other party under or in connection with this agreement (other than where urgent interlocutory relief is required) unless it has first attempted to resolve the dispute under this clause 13.
(b) Either party may give the other a notice in writing (dispute notice) setting out the details of the dispute.
(c) Within 7 days after the date on which a party gives the other party a dispute notice (dispute notice date), representatives of the parties must meet and use reasonable endeavours to resolve the dispute.
(d) If the dispute is not resolved under clause 13(c), senior management representatives of the parties must, within 10 Business Days after the dispute notice date, meet and use reasonable endeavours to resolve the dispute.
(e) If the dispute is not resolved under clause 13(d), the dispute must be referred to each party’s chief executive officer (or their equivalent officer or nominee) for resolution.

14. General

14.1 Assignment

(a) UQ may assign, novate or otherwise transfer any of its rights or obligations under this agreement to a third party without notice to, or the prior consent of, Licensee, but if UQ requires, Licensee will sign any documents to give effect to an assignment, novation or transfer by UQ under this clause.
(b) Licensee will not transfer or assign its rights under this agreement without UQ’s prior written consent (which may be given or withheld in UQ’s absolute discretion).

14.2 Governing law

This agreement will be governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.

14.3 Severability

If any provisions of the agreement or the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this agreement shall continue in full force and effect.

14.4 Waivers and modifications

The waiver, amendment or modification of this agreement or any right hereunder shall not be effective unless made in writing and signed by an authorised representative of both parties.

14.5 Notices

(a) Any notice, approval, request, demand or other communication (notice) to be given for the purposes of this agreement must be in writing and must be:

• (i) served personally; or
• (ii) sent by email – using the email address of the party specified as part of the user registration payment (or such other address as that party notifies in writing).

(b) A notice given:

• (i) personally will be served on delivery; and
• (ii) by email is taken to be received when the sender receives an automated message confirming delivery, or four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that delivery failed, whichever happens first.
• (iii)

14.6 Entire understanding

(a) This agreement contains the entire understanding and agreement between the parties as to the subject matter of this agreement.
(b) All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this agreement are merged in and superseded by this agreement and will be of no force or effect and no party will be liable to any other party in respect of those matters.
(c) No oral explanation or information provided by any party to another will affect the meaning or interpretation of this agreement or constitute any collateral agreement, warranty or understanding between any of the parties.

14.7 Non-exclusivity

Both parties agree that each is free to enter into similar agreements with other persons.