©2019 Incoming Pty Ltd trading as sourse. All rights reserved.

sourse ai

Licencing Terms and Conditions

 

https://sourse.co/licensing-termsandconditions

Last updated: 27th March 2019

Introduction

Incoming Pty Ltd trading as Sourse (“Sourse”, “Company”, ”we” or “us”) offer products and services to other companies (“you”) globally. All products (“Products”) and services (“Services”) are made available to you subject to these Terms & Conditions (these "Terms"). By using any of our Products and Services, you agree to be bound by, and use our Products and Services in compliance with, these Terms and Conditions. By agreeing to these Terms, you warrant that you are authorised to agree to these Terms on behalf of you and/or your company. If you do not agree to these terms and conditions you must not use any of our Products and Services.

We may make changes to these Terms from time to time. When we do, we will revise the "Updated" date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Products and Services after such changes have been published will constitute your acceptance of such revised Terms.

Customer-specific pricing, billing, payment, and support terms for paid products are contained within the relevant Order Form and Service Level Agreement, if any.

Licence to use Sourse Products and Services

Subject to your compliance with these Terms, Sourse grants you a limited, non-transferable, non- exclusive, revocable, license to: (a) access and use the Services; and (b) use the Sourse API and the Sourse SDK to integrate, and interface your mobile applications ("Apps") and/or website(s) with the Services in association with Sourse’s provision of the Services to you. Your rights to access and use the Services, including your use of the Sourse API and the Sourse SDK, are limited by all terms and conditions described in these Terms.

Access to Sourse Products and Services

You must comply with all applicable laws in the jurisdiction in which you operate when using the Products and Services. Except as expressly permitted under these Terms, you will not, and will not permit anyone else to: (a) make the functionality of the Services, the Sourse API and/or the Sourse SDK available to any third party through any means, including, without limitation, any hosting, application services provider, service bureau, or other type of service; (b) use any automated tool (e.g., robots, spiders) to access or use the Services; (c) rent, lease, or sublicense your access to the Services to another person; (d) circumvent or disable any digital rights management, usage rules, or other security features of the Services; (e) use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services; (f) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services; or (g) use the Services in connection with any Apps or websites that are directed to children under 13 (and in certain jurisdictions under the age of 16), without first obtaining the requisite parental consent under applicable law.

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.

Sourse may, but is under no obligation to, maintain, support, update, or provide error corrections for the basic Sourse API, the Sourse SDK and the Services. Any customer-specific service level agreements (SLAs) for paid service(s) will be delineated in a specific Order Form. If Sourse provides you with an update or maintenance release for the Sourse API or the Sourse SDK, unless you receive a separate license from Sourse for that update or release that expressly supersedes these Terms, such update or release will be subject to the terms and conditions of these Terms.

You acknowledge and agree that your use of the Services is dependent upon access to telecommunications and Internet services. You are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Sourse is not responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

Paid Products and Service Terms

Some of Sourse’s Services are provided at no cost whereas other, paid services are subject to fees and additional terms as specified in any relevant Order Form between you and Sourse.

If you use any of Sourse’s Data Feeds features to export data (including Sourse’s Data Integrations or Webhook features), you acknowledge and consent to Sourse sharing end-user device-related data with the relevant integration partner(s) of your choice.

In consideration for Sourse providing any paid services, you agree to pay to Sourse the applicable fees ("Fees").

Any relevant paid service-specific terms including, for example, contract duration, monthly fees, invoice cadence, payment forms, and collection period will be addressed within an associated Order Form. You may be prompted to pay by credit card in which case Fees will be billed to the credit card nominated by you and you authorize the card issuer to pay all such amounts and authorize Sourse (or its billing agent) to charge the credit card account until you or Sourse cancels or terminates the Services as set forth herein; provided that if payment is not received from the credit card issuer, the transaction is returned after the payment has been settled, otherwise known as chargeback, or insufficient funds in the case of check or debit card payments, you agree to pay all amounts plus any applicable transaction fees (e.g., NSF Fees, Chargeback Fees) due upon demand. You must provide current, complete and accurate billing and credit card information. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which you will be responsible to pay. If you have concerns about any charges on your invoice, you agree to our Billing Dispute Resolution Process which stipulates: (i) all billing disputes must be submitted in writing to accounts@sourse.co, (ii) billing disputes must be submitted within 30 days of the invoice date, and (iii) undisputed amounts will be subject to these Terms and total payment for undisputed invoices or amounts must be submitted when due. In the event we are unable to process your payment and/or your account becomes past due, Sourse is entitled to take further action including but not limited to cancelation of your subscription(s).

All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT and GST) (collectively, "Taxes"). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Sourse’s net income.

Except as otherwise agreed to by you and Sourse in a superseding Order Form, your access to the Services will automatically renew under the same Order Form terms (contract duration, billing frequency, collection period, etc.), unless and until your access to the Services is terminated in accordance with this Section.

Except when subject to a binding contract duration (see any applicable Order Form), you may terminate your access to and use of the Services at any time by providing written notice to Sourse at support@sourse.co. Such termination will be effective as of the last day of the calendar month during which such termination notice is received.

Except as otherwise agreed to by you and Sourse in a superseding Order Form, Sourse reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services upon thirty (30) days’ written notice (email sufficient), provided that Sourse will promptly provide a pro-rated refund of all pre-paid and unearned amounts based on the period of suspension or the date of discontinuance, as applicable. Sourse may also, in its sole discretion, terminate your access to the Services if you violate any of these Terms, unless you cure such breach within thirty (30) days of written notice of such violation.

Upon termination of these Terms, (a) all rights and licenses granted to you hereunder will immediately terminate; (b) you will immediately cease all use of the Services; (c) you will terminate your Apps’ access to and use of the Sourse API; and (d) you will, within fifteen days of termination, destroy all copies of the Sourse SDK and Sourse Confidential information in your possession or control. Those Sections that by their nature would reasonably be expected to survive will survive termination or expiration of these Terms, including but not limited to the Sections on Termination, Privacy Policy & Data Rights, Confidentiality, Proprietary Rights, Limitation of Liability, and Legal Notices.

Termination

Except for paid services where the terms and conditions governing termination are set forth above in "Paid Service Terms," You acknowledge and agree that Sourse, in its sole discretion, may terminate your use of the Services without prior notice for any reason at any time. You agree that Sourse shall not be liable to you or any third party for termination by Sourse.

Upon termination of these Terms, (a) all rights and licenses granted to you hereunder will immediately terminate; (b) you will immediately cease all use of the Services; (c) you will terminate your Apps’ access to and use of the Sourse API; and (d) you will, within fifteen days of termination, destroy all copies of the Sourse SDK and Sourse Confidential information in your possession or control. Those Sections that by their nature would reasonably be expected to survive will survive termination or expiration of these Terms, including but not limited to the Sections on Termination, Privacy Policy & Data Rights, Confidentiality, Proprietary Rights, Limitation of Liability, and Legal Notices.

Privacy Policy and Data Rights

You will comply with all laws and regulations applicable to your business and operations and to your use of the Services, including laws governing the privacy, security and trans-border transfers of personally identifiable information ("PII") (including, but not limited to, compliance with the General Data Protection Regulation (EU 2016/679) (the "GDPR")). Where required, you shall be responsible for collecting verifiable consent (as defined under the GDPR), and for collecting parental consent as required under applicable law as to children under 13 (and in certain jurisdictions under 16), related to any PII collected, used, maintained, and shared with Sourse, or that you direct Sourse to share with any third party; and that you otherwise have any and all rights required in order to provide such data to Sourse or to direct Sourse to share it with any third party; and that any such data was properly obtained in accordance with applicable law, including laws restricting data processing with respect to children. To the extent that any of your users request that you not share their data with Sourse, you commit to inform Sourse immediately. Please refer to Sourse’s Privacy Policy located at https://sourse.co/privacy_policy for information on how Sourse collects, uses and discloses information from users. You acknowledge and agree that your use of the Services is subject to Sourse’s Privacy Policy. Sourse’s Privacy Policy does not cover your Apps or the use of such Apps by your end users. You further acknowledge and agree that you will provide a privacy policy to your end users, which shall be in compliance with applicable self-regulatory guidelines, including, without limitation each of the Self-Regulatory Principles of the Digital Advertising Alliance ("DAA"), currently available at http://www.aboutads.info/principles, and the Principles of the European Interactive Digital Alliance ("EDAA"), currently available at http://www.edaa.eu/european-principles/, as each set of principles may be amended from time to time. Without limiting the foregoing, you will provide within your privacy policy and elsewhere as proscribed by self-regulatory guidelines, a conspicuous link to the DAA’s or similar industry opt out page (e.g., http://www.aboutads.info/choices).

By agreeing to these Terms, you consent to Sourse’s collection, use and disclosure of data, including, where applicable, PII, as described in our Privacy Policy.

You grant to Sourse a limited, non-exclusive, non-sublicensable, non-transferable license to use the data collected through the Services to (a) provide, maintain, optimize and improve the Services; (b) to fulfil your and prospective customers’ requests for the Services; (c) send information about the Services including confirmations, invoices, payment processing, technical notices, updates, security alerts, and support and administrative messages; (d) communicate about products and services offered by Sourse and Sourse’s selected partners; (e) conduct research; (f) analyse and aggregate customer data with data of other customers for Sourse’s own internal business purposes, such aggregate data being "Aggregate Data"; and (g) use such Aggregate Data to conduct research and create data and analytics products and services to enable customers to tailor content, ads, or their Apps based on information collected via the Services.

Restrictions of Access to Products and Services

Certain parts of the Products and Services, including account management features, may be password-restricted to registered users or other authorised persons ("Password-Protected Areas"). You may select individuals (employees or independent contractors) to access and use the Services and you will obtain separate credentials, e.g., user IDs and passwords, from Sourse for such individuals (each, an "Authorised User").

You will at all times be responsible for all actions taken under an Authorised User’s account, whether or not such action was taken by an Authorised User or by another party, and whether or not such action was authorised by an Authorised User. You are responsible for the security of each Authorised User’s credentials and will not share (and will instruct each Authorised User not to share) such credentials with any other person or entity or otherwise permit any other person or entity to access or use the Services.

Links and Third-Party Content

The Products and Services may display, or contain links to, third party products, services, and websites. Any opinions, advice, statements, services, offers, or other information that constitute part of the content expressed, authored, or made available by other users or other third parties on the Products and Services, or which is accessible through or may be located using the Services (collectively, "Third-Party Content") are those of the respective authors or producers and not of Sourse or its shareholders, directors, officers, employees, agents, or representatives. Sourse does not control Third-Party Content and does not guarantee the accuracy, integrity or quality of such Third- Party Content. Sourse is not responsible for the performance of, does not endorse, and is not responsible or liable for, any Third-Party Content or any information or materials advertised in any Third-Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third-party service or Third-Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.

Use Policies

You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through or with our Products and Services.

You will not use our Services to: (i) upload, post, email, or otherwise transmit any information that contains anything unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any information that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of unauthorised solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) upload, post, email, or otherwise transmit any sensitive information such as end user account passwords or payment information, medical records, government identifiers, sexual orientation or other information considered sensitive under applicable law; (ix) create lists or segments of children under the age of 13 (and in certain jurisdictions under the age of 16), advertise mobile Apps that are directed to children under 13 (and in certain jurisdictions under 16), and/or knowingly market products or services to children under 13 (and in certain jurisdictions under the age of 16), without employing appropriate settings within the Sourse SDK to limit data collection for children under 13 (and in certain jurisdictions under 16), in order to comply with any applicable laws protecting children (including, but not limited to, GDPR and the U.S. Children’s Online Privacy Protection Act ("COPPA"); (x) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (x) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (xi) "stalk" or otherwise harass another; or (xi) collect or store personal data about other users in a way that violates applicable law.

Marketing and Trademarks

You agree to comply with reasonable requests of Sourse to support public relations efforts pertaining to the Services, which efforts may include: (a) a press release highlighting your company’s use of the Services; (b) participation in targeted press and analyst interviews highlighting benefits of implementing the Services; and (c) participation in customer case studies developed by Sourse and used on Sourse’s web site and other collateral. You grant to Sourse a non-exclusive, non- transferable, limited right to use your name, trademarks, and logos (collectively, the "Customer Marks") in the production of marketing materials, provided that such use is in accordance with your trademark and logo use guidelines that you provide to Sourse. All goodwill developed from such use shall be solely for your benefit.

"Sourse", the Sourse.ai logo, and any other product or service name or slogan displayed on the Products and Services ("Sourse Marks") are trademarks of Sourse and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Sourse or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilising "Sourse" or any other Sourse Marks without Sourse’s prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the trade dress of Sourse and may not be copied, imitated or used, in whole or in part, without Sourse’s prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Products and Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation of these by Sourse.

Confidentiality

You acknowledge and agree that both you and Sourse may have access to, or become acquainted with, certain non-public confidential information of the other party ("Confidential Information") including all information clearly identified as confidential at the time of disclosure. You and Sourse further agree that, subject to the rights and licenses granted herein, each party's Confidential Information shall include all non-public information, including any customer, customer prospect, marketing, technical, business and/or strategic plans or information provided by such party to the other party in the performance of the services under these Terms.

Each party agrees as follows: (a) to use the Confidential Information of the other party only for the purposes permitted by these Terms; (b) to take all reasonable steps to ensure that the other party’s Confidential Information is not disclosed or distributed by its employees or agents in violation of these Terms, but in no event will either Party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance; (c) to restrict access to the Confidential Information disclosed by the other party to such of its employees, agents and third parties, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with these Terms; and (d) to return or destroy all Confidential Information of the other party in its possession upon termination of these Terms or upon the disclosing party’s written request. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non- disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

The receiving party will not be obligated under this confidentiality section with respect to information that: (a) is or has become readily publicly available through no act or omission of the other party or its employees or agents; (b) is received from a third party lawfully in possession of such information and the receiving party has no knowledge of any disclosure restrictions on such third party to disclose such information; (c) is disclosed to a third party by the disclosing party without restriction on disclosure; (d) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (e) was independently developed by employees or consultants of the receiving party without reliance on, or reference to, such Confidential Information.

Proprietary Rights

You own all rights, title and interest in your Apps. The Sourse API and the Sourse SDK are licensed, not sold, and Sourse and its licensors exclusively own all rights, title and interest in and to the Products and Services, the Sourse API, and the Sourse SDK, including all associated intellectual property and proprietary rights. You acknowledge that the Products and Services, the Sourse API, and the Sourse SDK are protected by copyright, trademark, and other laws of the Commonwealth of Australia and some foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services, the Sourse API, or the Sourse SDK.

Sourse may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about the Services ("Feedback"). You agree that Sourse may, in its sole discretion, use the Feedback you provide to Sourse in any way, including in future enhancements and modifications to the Services. You hereby grant to Sourse and its assigns a perpetual, worldwide, fully transferable, sub-licensable, fully paid-up, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

 

Disclaimer of Warranties

The Products and Services, the Sourse API and the Sourse SDK are provided "AS IS," without warranty of any kind. Without limiting the foregoing, Souse explicitly disclaims any warranties of merchantability, fitness for any particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade.

Sourse does not guarantee the accuracy, completeness, or usefulness of the Services, the Sourse API or the Sourse SDK and you rely on the Services, the Sourse API and the Sourse SDK at your own risk. Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. According, some of the limitations described above may not apply.

Limitation of Liability

Except with respect to sections of these Terms pertaining to Confidentiality and Indemnity: (a) Sourse and its suppliers and licensors will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Sourse has been advised of the possibility of such damages), resulting from your use of the Products and Services, the Sourse API and/or the Sourse SDK; and (b) under no circumstances will the total liability of Sourse and its suppliers and licensors of all kinds arising out of or related to your use of the Products and Services, the Sourse API and the Sourse SDK (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based in contract, tort, or otherwise, exceed the amounts, if any, that you have paid to Sourse for use of the Services for the twelve (12) month period prior to the claim.

Indemnity

You will defend, indemnify and hold Sourse and its officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability associated with any claim, suit or action against Sourse brought by a third party caused by (a) your use of the Products and Services, the Sourse API and/or the Sourse SDK (including any use of the Products and Services, the Sourse API and/or the Sourse SDK by your officers, agents, employees, vendors, representatives, or assigns), or (b) your violation of any of these Terms (including any such violation by your officers, agents, employees, vendors, representatives, or assigns).

Sourse will defend, indemnify and hold you and your company’s officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability associated with any claim, suit or action against you brought by a third party to the extent based upon a claim that any of the Products and Services infringe the Australian copyright rights or misappropriate the trade secret rights of any third party. Upon the occurrence of a claim, suit or action for which indemnity is or may be due, or in the event that Sourse believes that such a claim, suit or action is likely, Sourse may, at its option (a) appropriately modify the Services so that they become non-infringing, or substitute functionally equivalent services; (b) obtain a license to the applicable third- party intellectual property rights; or (c) terminate these terms on written notice to you. You agree that Sourse’s performance of its obligations under this section constitute your exclusive remedy, and Sourse’s sole obligation, with respect to a third party infringement claim.

 

Legal Notices

These Terms and all matters arising out of or relating to these Terms shall be governed by the laws of the State of New South Wales, Australia, without regard to its conflict of law provisions.

Any legal action or proceeding relating to these Terms shall be brought exclusively in the courts of New South Wales, and the Commonwealth of Australia. You and Sourse hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

Under no circumstances will either party (including Sourse’s licensors) be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or other similar causes beyond such party’s control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate these Terms if such condition continues for a period of ninety (90) days.

The Services, the Sourse API, the Sourse SDK, and any derivatives thereof, may be subject to export control and economic sanctions laws and regulations of the Commonwealth of Australia and other jurisdictions. Customer shall not permit any entity or individual to access or use any of the Products and Services, the Sourse API, or the Sourse SDK who is listed as an Australian-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea), or known to be engaged in proliferation of nuclear, chemical or biological weapons or missiles, or otherwise in violation of any Australian export law or regulation.

Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

These Terms are not assignable, transferable or sublicensable by you except with Sourse’s prior written consent. Sourse may transfer and assign any of its rights and obligations under these Terms freely and without consent.

 

No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Sourse in any respect whatsoever.

Contacting us

If you have any questions or concerns about our Products and Services or these Terms, you may contact us at:

Sourse

Level 2, Pier 8/9

23 Hickson Road Millers Point NSW 2000 Australia

or by email at info@sourse.co