PARTIES:

1. Melbourne Water Corporation (ABN 81 945 386 953) of 990 LaTrobe St, Docklands Vic 3008 (Melbourne Water)

2. The Party accessing the Data (the Receiving Party)

RECITALS
A. Melbourne Water owns and maintains the Data.

B. The Receiving Party has agreed to license the use of the Data on the terms of this Digital Data Licence Agreement (Agreement).

1 DEFINITIONS
The following definitions apply unless the context requires otherwise.

Associates means consultants, agents, contractors, employees, advisors (including designers and technical advisors) and secondees engaged by the Receiving Party to perform work in connection with the Purpose.
Data means the dataset which consists of information collected together for reference or analysis which is made available to the Receiving Party via Melbourne Water’s online portal for download.
Purpose means the exclusive purpose of assisting with the Receiving Party’s spatial information project.
Receiving Party means the party accessing the Data under this Agreement.
Term means the period set out in clause 4, or as varied in accordance with this Agreement.

2 TERMS OF LICENCE
Licence from Melbourne Water to the Receiving Party
Subject to the terms set out in this Agreement, Melbourne Water HEREBY GRANTS to the Receiving Party and the Receiving Party HEREBY ACCEPTS from Melbourne Water a non-transferable and non-exclusive licence to use the Data solely for the Purpose.

In consideration of the grant of licence, the Receiving Party hereby agrees:
(a) to use the Data only for the Purpose unless Melbourne Water's prior written consent is obtained;
(b) not to use the Data to produce any materials for sale, apart from those required for the Purpose, unless Melbourne Water's prior written consent is obtained;
(c) that Melbourne Water does not warrant that the Data is error free and that Melbourne Water shall not be liable for any loss, damage or claim (including consequential loss or damage) however caused which may be incurred or arise directly or indirectly in respect of the Receiving Party’s use of the Data;
(d) that the Data remains the property of Melbourne Water, including but not limited to any instances in which any of the Data is any way modified or enhanced;
(e) to indemnify and keep indemnified Melbourne Water and its officers and employees from and against all actions, claims, demands, costs and expenses in connection with or arising out of the supply, use or disclosure of the Data or any materials produced which are based on or incorporate the Data;
(f) that the Data is to be only used by the Receiving Party until the earliest to occur of:
i. completion of the Purpose;
ii. expiry of the Term;
iii. termination of the Agreement;
(g) not to copy the Data except for backup purposes or to the extent necessary to use the Data for the Purpose, unless Melbourne Water’s prior written consent is obtained;
(h) that at the expiration of the Term or upon termination, the Data must be removed from the Receiving Party’s computer system and no copies, in any form, are to be kept by the Receiving Party, unless Melbourne Water agrees to give the Receiving Party an update of the Data at expiration time, and the parties enter into a new licence agreement (however one copy may be archived by the Receiving Party for the sole purpose of meeting quality assurance or legislative obligations, if required);
(i) that Melbourne Water may enter premises of the Receiving Party or their agent and conduct an on-site audit to ensure that the provisions of this Agreement have been adhered to;
(j) that any digital information created by the Receiving Party or their agent that is a direct result of the Purpose must be supplied back to Melbourne Water, in the same format as the Data was supplied to the Receiving Party, unless previous agreement has been entered into not to re-supply this digital information;
(k) that if the Receiving Party or their agent finds any error in the Data, the Receiving Party and/or their agent shall inform Melbourne Water accordingly and Melbourne Water shall be entitled to make use of such information;
(l) that the Data and the copyright in any material form, is the property of Melbourne Water;
(m) that this Agreement is not to be assigned, transferred or sub-licensed without Melbourne Water's prior written consent unless in accordance with clause 3 of this Agreement; and
(n) to ensure that all Associates of the Receiving Party using or having access to the Data are not to use or copy it except for the Purpose.

3 SUB-LICENCE TO ASSOCIATES
3.1 Melbourne Water grants the Receiving Party a right to sub-license the Data to the Receiving Party’s Associates to use for the Purpose. Any sub-licence granted by the Receiving Party to an Associate must be on the same terms and conditions of this Agreement (other than this clause 3.1).
3.2 The Receiving Party will promptly notify Melbourne Water in writing of any known violations, infringements or breaches of any sub-licences entered into with its Associates.
3.3 The Receiving Party agrees that the Associates shall not have the right to sub-license the rights granted to the Associates under this clause 3.
3.4 The Receiving Party must not sub-license the Data to any party, other than its Associates, without Melbourne Water’s prior written consent.

4 TERM
This Agreement shall take effect upon the Receiving Party accessing the Data and shall continue until completion of the Purpose, unless the Agreement is earlier terminated by a party pursuant to clause 5.

5 TERMINATION OF THE LICENCE
This Agreement and the licence granted hereunder may be terminated at any time by either party giving to the other party (1) month’s written notice of termination and may, in any case, be immediately terminated by Melbourne Water if the Receiving Party or its Associates commits or allows to be committed a breach of any of the provisions of this Agreement. Termination of this Agreement shall be without prejudice to the rights of either party accrued or incurred in relation thereto prior to the date of termination.

6 SURVIVAL OF INDEMNITIES
Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

7 NOTICES
All communications and notices to Melbourne Water in relation to this Agreement must be in writing and delivered to the following email address: AMIS.Datasharing@melbournewater.com.au. All communications and notices to the Receiving Party shall be sent to the Receiving Party’s email address used to register on Melbourne Water’s online portal.

8 LAW
This Agreement is governed by the laws of the State of Victoria.

9 DISCLAIMER
Except where the Data provided under this Agreement is analysed, transformed or reworked, any plans, reports, maps or documents displaying the Data must contain the following statement:
“© Melbourne Water Corporation, [month, year] [This date refers to the date of copyright . i.e. when the data was last updated]. All rights reserved. [insert layer/file name(s), e.g. Rainfall level data] supplied courtesy of Melbourne Water Corporation.”

And contain the following disclaimer:

“Whilst every effort has been taken in collecting, validating and providing the attached data, Melbourne Water Corporation makes no representations or guarantees as to the accuracy or completeness of this data. Any person or group that uses this data does so at its own risk and should make their own assessment and investigations as to the suitability and/or application of the data. Melbourne Water Corporation shall not be liable in any way to any person or group for loss of any kind including damages, costs, interest, loss of profits or special loss or damage, arising from any use, error, inaccuracy, incompleteness or other defect in this data.”

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