ROZETTA TECHNOLOGIES PTY LIMITED TERMS & CONDITIONS TRIAL TICK DATA ANALYTICAL ENVIRONMENT

  1. Introduction
    • These terms and conditions apply to your trial access to and use of the Tick Data Analytical Environment that RoZetta Technologies Pty Limited (“we“, “us” and “our“) will make available to you. These Terms & Conditions comprise our contract with you for your access and use of the Tick Data Analytical Environment.
  1. Definitions
    • In these Terms and Conditions:

      Business Days means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in New South Wales, Australia;

      Intellectual Property means any intellectual and industrial property rights (including patents, trade marks, copyright, know-how and trade secrets) and all rights or forms of protection of a similar nature, whether or not registered, and (where applicable) any application to register any of these rights;

      Sample Data has the meaning given to that term in clause 3.2;

      Tick Data Analytical Environment means the online analytical software owned by our third-party licensor;

      you and your means the customer which has requested access to the Tick Data Product.

  1. Access to Tick Data Product
    • Upon acceptance of these Terms & Conditions we will provide you access free of charge to the Tick Data Analytical Environment for a period of 5 Business Days. You acknowledge and agree that you may only use the Tick Data Analytical Environment for your internal purposes and may not be used by you to produce revenue.
    • In addition to providing you access to the Tick Data Analytical Environment, we will also provide you with sample data for use by you solely for the purpose of evaluation of the Tick Data Analytical Environment (Sample Data). The Sample Data we provide you is at our discretion and is subject to change.
    • You will be provided with one user ID and password. You may request additional user IDs and password and we may provide them at our discretion. A user ID must be used by one person only during the trial period.
    • We will make available general technical support (Support) to allow you to report problems and to seek assistance during our standard support hours. We will not be liable to you for any Loss you may suffer as a result of the Support not be available or deficient in any manner.
    • You acknowledge that your use of the Tick Data Analytical Environment is subject to the terms and conditions of:
      • the user licence agreement with the vendor of the Sample Data (being Morningstar, Inc or one of its related bodies corporate),
      • the Amazon Web Services User Licence Agreement,
      • and selected 3rd party analytic service platform vendors,

       
      (Third Party ULAs). The Third Party ULAs can be accessed below. You agree to comply with the terms of the Third Party ULAs including not doing anything or omitting to do anything that would cause us to be in breach of the Third Party ULAs.

      • https://www.snowflake.com/terms-of-service/
      • https://databricks.com/terms-of-use
      • https://cloud.google.com/terms
      • https://aws.amazon.com/service-terms/
  1. Other Obligations
    • You covenant and agree that you will not during the Term, whether in whole or part:
      • work around any technical limitations in the Tick Data Analytical Environment;
      • make use of the Tick Data Analytical Environment or Sample Data in a manner inconsistent with its intended purpose, or not permitted or specified in these Terms & Conditions;
      • except as specified in these Terms & Conditions, sell, rent, lease, sublease, licence, sublicense, lend, time-share, transfer, assign or provide the use of, or access to, the Tick Data Analytical Environment, or any portion thereof, to persons other than those persons that have user IDs provided by us
      • reverse engineer the Tick Data Analytical Environment including attempting to determine or re-implementing the technical function or operation of the Tick Data Analytical Environment by reference to: (i) the input or output of the software; and/or; (ii) the software’s internal structures and workings;
      • create any derivative works of the Tick Data Analytical Environment or Sample Data or any portion of the Tick Data Analytical Environment or Sample Data;
      • obscure or remove any copyright or trademark notices from the Tick Data Analytical Environment or Sample Data; and
      • use the Tick Data Analytical Environment or Sample Data to develop a product that is competitive with the Tick Data Analytical Environment.
  1. Intellectual Property
    • You acknowledge that:
      • we are the owner or licensee of any Intellectual Property subsisting in the Tick Data Product and the Sample Data along with any improvements in the same developed or created by a party in connection with your trial of the Tick Data Analytical Environment;
      • nothing in these Terms & Conditions confers on you any right or interest in the Intellectual Property subsisting in the Tick Data Analytical Environment or Sample Data except as expressly provided for in these Terms & Conditions; and
      • you will not, at any time, directly or indirectly challenge or contest (nor assist any other person to challenge or contest) our right and title to, and interest in, the Tick Data Analytical Environment or Sample Data.
  1. No Warranties
    • You acknowledge that the Tick Data Analytical Environment and Sample Data are provided “as is” and all warranties, representations and conditions, whether express or implied or provided under statute or any other law, are expressly excluded to the fullest extent permitted by law.
  1. Limitation of Liability & Indemnity
    • We will not be liable to you (whether in contract, tort, equity or otherwise) for any Loss of any kind arising out of or in connection with your access and use of the Tick Data Analytical Environment or Sample Data including your, or any authorised representative’s, access to and use of the Tick Data Analytical Environment or Sample Data, regardless of the cause of such Loss or whether you have been advised of the possibility of such Loss.
    • You will indemnify us and will keep us fully and effectively indemnified against all actions, proceedings, losses, liabilities, damages, claims, demands, costs and expenses (including reasonable legal costs and expenses on a solicitor and own client basis) suffered or incurred by us arising out of, or in connection with, any claim relating to your use of the Tick Data Analytical Environment or Sample Data.
  1. Termination
    • We may terminate your access to the Tick Data Analytical Environment and Sample Data with immediate effect if you breach any term of these Terms & Conditions by providing you with notice in writing.
      • Upon termination or expiry of these Terms & Conditions you will immediately cease all use of the Tick Data Analytical Environment;
  1. Miscellaneous
    • Neither you nor us may assign or otherwise transfer any rights or novate any obligations under this contract without the prior written consent of the other party (not to be unreasonably withheld or delayed).
    • We may revise or amend these Terms & Conditions from time to time. If we do make any such changes we will notify you of the revised Terms & Conditions. Your continued use of the Tick Data Analytical Environment will be deemed acceptance by you of any such changes.
    • If we fail to enforce any of the provisions contained in these Terms & Conditions, it shall not be deemed to be a waiver of any of the rights or obligations we have under our contract with you.
    • If any of the provisions of these Terms & Conditions are determined to be invalid, void or illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These Terms & Conditions are governed by the laws of New South Wales and all disputes or claims in relation to these Terms & Conditions will be subject to the exclusive jurisdiction of the courts of New South Wales.