Terms and Conditions of Use

1 USE OF MODU DATA EXCHANGE WEBSITE

1.1 Conditions

These Conditions of use (together with the documents referred to in them) set out the basis on which you may make use of the MODU Data Exchange Limited (“MODU Data Exchange”, “we” or “us”) digital information services which are accessed via, though not limited to, www.modudataexchange.com and mobile applications (“the Site”), whether as a guest or to access certain MODU Data Exchange products (“Products”) as a permitted user under the Agreement(s) (or other subscription agreement(s) entered into between you or your employer or one of its affiliates (“the Client”) and MODU Data Exchange (“Agreements”).
Please read these Conditions of use carefully before you start to use the Site, together with the relevant Agreements (if applicable), as these will apply to your use of the Site. If you do not agree to these Conditions of use, you must not use the Site.
You may print and keep a copy of these Conditions of use. They are a legal agreement between you and MODU Data Exchange and can only be modified with MODU Data Exchange consent. MODU Data Exchange reserves the right to change these Conditions of use without your consent.

1.2 Information MODU Data Exchange

MODU Data Exchange PTY LTD is registered in Australia with ABN (Australian Business Number) 18 622 650 033 with registered office at Unit 15, 33 Malcolm Street, West Perth WA, 6005.

2 ACCURACY OF INFORMATION AND DISCLAIMER

2.1 Description

The information, data and other materials provided on the Site (“the Information”) are provided for general information purposes only, and are not intended to address your particular requirements. If you require research on a specific area please email us at info@modudataexchange.com.

Whilst we will endeavor to keep the Information accurate, we cannot and do not guarantee the accuracy of the Information, and we accept no responsibility, and shall have no liability, for any loss or damage which may arise from using or relying on the Information. If you believe any Information is inaccurate, please let us know by contacting us so that we may review the Information and update it if appropriate.

The Information does not include, nor shall it be construed as including investment advice on, advice on the merits of, or a recommendation in relation to, buying, selling, contracting or subscribing for or services of any kind.

If notwithstanding the above you take any action or decision to buy, sell, subscribe for services of contracts, you do so entirely at your own risk and MODU Data Exchange shall have no liability whatsoever for any loss, damage, costs or expenses incurred or suffered by you as a result.

The Information does not constitute any form of advice or recommendation by MODU Data Exchange to you and is not intended to be relied upon by you in making (or refraining from making) any specific decisions, and you should take your own advice and/or independently verify such information before relying on it.

3 INTELLECTUAL PROPERTY RIGHTS

3.1 Description

The Information (including any information, data or other materials made available if you are accessing a Product), and all designs, text and graphics on the Site and the selection or arrangement thereof, along with all software and databases forming part of the Site and/or provided by MODU Data Exchange (together, the “Materials”) are owned by and are confidential to MODU Data Exchange or its licensors, and are protected by copyright, database rights and other intellectual property rights throughout the world.

All copyright, database rights and other intellectual property rights in the Materials are and shall remain vested in MODU Data Exchange or its licensors, and except as expressly provided or granted to you or the Client by MODU Data Exchange pursuant to a Subscription Agreement or otherwise, you or the Client will not acquire any right, title or interest in or to the Materials and no such rights are or shall be implied.

Where any of the Materials contain or have affixed to them trademarks, trade names, notices or other proprietary marks of MODU Data Exchange or its licensors, you may not alter, obscure, remove, interfere with or add to any of the said trademarks, trade names, notices or proprietary markings.

If you are accessing a Product made available on the Site, you may use the Materials contained in the Product in accordance with the terms of the applicable Agreement. If you wish to use such Materials for other purposes, you may only do so if you have first obtained MODU Data Exchange prior written consent (which MODU Data Exchange may withhold in its absolute discretion). You may be held responsible for any infringement of MODU Data Exchange intellectual property rights that arise out of or are connected with your granting any unauthorized user access to any Products made available on the Site.

For all other Materials made available on the Site, you may view, download and print such Materials for your own personal and private use provided that they are not altered or changed in any way and are not used, in whole or in part, in any other publication, in whatever medium. Otherwise, the Materials on the Site may not be stored, copied, reproduced, transmitted or otherwise made available on any network or in any other medium, in whole or in part, without the prior written consent of MODU Data Exchange.

Where the Materials comprise any software, you may not decompile, disassemble or reverse engineer any object code of such software, save to the extent expressly permitted by Section 50B of the Copyright, Designs and Patents Act 1988.

4 LINKING POLICY

4.1 Description

Where the Site contains links to other websites and resources provided by third parties, please understand that these are independent from MODU Data Exchange and that MODU Data Exchange has no control over the content of such websites or resources. Whilst MODU Data Exchange believes such websites and resources may be of interest to you, MODU Data Exchange does not endorse or accept any responsibility for the content or the use of such websites and resources. Use of these links is therefore made at your own risk and MODU Data Exchange accepts no liability for any linked websites or resources. You must also take your own precautions to ensure what is selected is free from any viruses, worms, Trojan horses or other items of a destructive nature.
You may link to our home page, but only provided you comply with the following provisions. In linking to our home page you must do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part when none exists. You must not establish a link from any website that it not owned by you. The Site must not be framed on any other website, nor may you modify the Site when linking to it. If a title for the link is used, a suggested title is “Research and consulting in energy & metals – MODU Data Exchange”. The website from which you are linking must not be indecent or inappropriate or unlawful, or in any way incompatible with the reputation of MODU Data Exchange. MODU Data Exchange will not be responsible for the content of any linked website.
MODU Data Exchange reserves the right, at any time, to withdraw linking permission without notice and to require you to remove any existing links.

5 LIMITATION OF LIABILITY

5.1 Description

Nothing in these Conditions of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Australian law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Site or any content on it, whether express or implied.
Subject to the provisions above, MODU Data Exchange will not be liable for the following types of loss or damage from claims arising out of or relating to these Conditions of use, howsoever caused and whether such claims are based on negligence, breach of contract, strict liability, breach of statutory duty or otherwise:

(a) loss of profits, business, contracts, revenue, goodwill or anticipated savings (whether such loss is direct or indirect, foreseeable or otherwise); or
(b) indirect or consequential loss.

Different limitations and exclusions of liability apply to the accessing of Products on the Site, which are set out in the relevant Research Agreements granting the right to access those Products.

6 SECURITY AND RIGHTS OF ACCESS TO THE PRODUCTS

6.1 Description

Where you have been provided with a user name and password in order to access and use a Product, you are solely responsible for all use of the said user name and password, and must ensure they are kept confidential at all times. You may not share the user name and password with or transfer them to any third party, including any other employees of the Client. You must notify MODU Data Exchange immediately if you become aware of any unauthorized use of your user name and password or any other breach of security regarding access and use of the Products that becomes known to you.

Access and use of each Product from the Site is limited to the authorized users and locations as specified in the relevant Subscription Agreements. If your entitlement to access and use a Product is the result of the Client entering into a Subscription Agreement with MODU Data Exchange, you have no independent right to access and use the Products, and your right to access and use the Products will cease when your employment with the Client terminates, or when the Client terminates its Subscription Agreements with MODU Data Exchange. You and the Client shall be responsible for notifying MODU Data Exchange of the termination of your employment, and for any unauthorized use of the Products by you after your employment with the Client ceases.

7 VIRUSES

7.1 Short description

MODU Data Exchange does not guarantee that the Site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs and platform in order to access the Site. You should use your own virus protection software.

You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. MODU Data Exchange will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

8 PRIVACY AND COOKIES

8.1 Short description

MODU Data Exchange policy on data protection, privacy and cookies is set out in its Privacy and Cookie Policy, which is incorporated by reference into these Conditions of use and which you should also read.

9 GOVERNING LAW AND JURISDICTION

9.1 Description

These Conditions of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Australian law. Both parties agree to the exclusive jurisdiction of the Australian courts, except that MODU Data Exchange may pursue injunctive relief or similar to enforce the provisions of these Conditions of use in any appropriate forum.

10 GENERAL

10.1 Description

To the extent that you access and use any Products made available on the Site, you acknowledge that you are bound by the terms of the Subscription Agreement(s) which have been entered into by yourself or the Client.

Any formal legal notices to MODU Data Exchange must be sent by registered mail (receipt requested).

Failure by MODU Data Exchange to enforce a right does not result in a waiver of such right.

If any provision in these Conditions of use is deemed to be invalid, illegal or unenforceable, the rest of these Conditions of use will remain in full force and effect.

These Conditions of use, together with the Subscription Agreements (where you are accessing and using a Product) and Privacy and Cookie Policy, constitute the entire agreement between you and MODU Data Exchange relating to your use of the Site, and supersede all other or previous agreements and understandings between you and MODU Data Exchange.

MODU Data Exchange may amend these Conditions of use at any time by posting such changes on this page of the Site.

11 WARRANTY INFORMATION

11.1 Disclaimer

THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE RELATED SERVICE, OR ANY PRODUCT OR SERVICE LICENSED, PURCHASED OR OTHERWISE MADE AVAILABLE THROUGH THE SITE, IS PROVIDED AS IS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MODU Data Exchange AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, SPONSORS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER MODU Data Exchange, ITS SUBSIDIARIES, AFFILIATES, SPONSORS, SUPPLIERS NOR AGENTS MAKES ANY REPRESENTATION AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE SITE-RELATED SERVICES.
MODU Data Exchange AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER(S) ON WHICH IT IS HOSTED) OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF MODU Data Exchange, OR ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AGENTS, REGISTERED USERS, OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.

Some of the information on the Site or available through use of Site-related services is derived from information which is publicly available on the Internet. As such the Company is not responsible for the accuracy or completeness of such information, and such information is provided “as is.”

You acknowledge that the Site could include inaccuracies or errors, or materials that violate these Terms of Use (specifically, the “Code of Conduct” section). Additionally, you acknowledge that unauthorized additions, deletions and alterations could be made by third parties to the Site. For example in some instances, content made available on the Site may represent the opinions and judgments of providers or users, such as user content. We do not endorse nor shall we be responsible or liable for the accuracy or reliability of any statement made on the Site by anyone other than our authorized employees acting in such capacity. Although the Company attempts to ensure the integrity and the accuracy of the Site, it makes no guarantees whatsoever as to the Sites completeness or correctness. In the event that such a situation arises, please contact us at info@modudataexchange.com with, if possible, a description of the material to be checked and the location (URL) where such material can be found on the Site, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on “Claims of Copyright Infringement.”

Because user authentication on the Internet is difficult, the Company cannot and does not confirm that users are who they claim to be. Because we do not and cannot be involved in user-to-user transactions or control the behavior of the Site’s users, in the event that you have a dispute with one or more Site users, you release MODU Data Exchange (and its subsidiaries, affiliates, agents and employees) from all claims, demands and damages (actual and consequential, direct and indirect) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. You acknowledge that there may be certain risks, including but not limited to the risk of physical harm and of dealing with strangers, underage persons or people acting under false pretenses, associated with pursuing relationships begun on the Internet. You assume all risks related to dealing with other users with whom you have had contact through the Site.

MODU Data Exchange assumes no responsibility or liability for any services, equipment, contract or machinery obtained by your company. The purchase or any services, machinery, contract or equipment is based solely on your company’s investigation, verification and determination that such purchase is suitable for your company’s purposes.

12 MAKING PURCHASES

12.1 Details

If products or services are made available at the Site, and if you wish to license or make purchases of products or services described on the Site, you may be asked by us or the applicable merchant or service provider to supply certain information, including but not limited to credit card or other information. If you submit such information to us, you understand that any such information will be treated by Company in the manner described in our Privacy Policy. You agree that all information that you provide to us or any such merchant or service provider will be accurate, complete and current. You agree to pay all charges incurred by you or any users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Moreover, you agree to review and to comply with the terms and conditions of any specific agreement, if any, that you enter into with the merchant and/or service provider in connection with the licensing or purchase of any product or service.

13 SUBMISSIONS

13.1 Details

Because our designees and we host MODU Data for offshore oil rigs found on the Site and elsewhere and as a result redistribute materials you give us, we require certain rights in those materials. Therefore, by sending or transmitting to us resources, information, ideas, notes, concepts, trademarks, service marks or other materials (collectively, “Content”), or by posting such Content to any area of the Site, you grant us and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to link to, reproduce, distribute (through multiple tiers), modify, create derivative works of, publicly perform, publicly display, digitally perform or otherwise use such Content in any media now known or hereafter developed. You hereby grant the Company permission to display your logo, trademarks and company name on the Site and in press and other public releases or filings. Further, by submitting Content to the Company, you acknowledge that you have the authority to grant such rights to the Company. PLEASE NOTE THAT YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS AND SERVICE MARKS IN ANY CONTENT YOU SUBMIT. None of the Content is endorsed by the Company, and the Company cannot and does not make any representations with respect to the truth or reliability of the Content. The Company reserves the right to remove any Content, in whole or in part, from the Site.

None of the Content is endorsed by the Company, and the Company cannot and does not make any representations with respect to the truth or reliability of the Content. The Company reserves the right to remove any Content, in whole or in part, from the Site.

Communications between the Company and the users of the Site are not confidential.

14 CLAIMS OF COPYRIGHT INFRINGMENT

The Australian Copyright Act of 1968 (as amended) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under Australian copyright law. If you have a good faith belief that materials hosted by us infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed upon; (b) identification of the copyrighted work claimed to have been infringed upon (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Site; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed further information

14.1 Contact Details

Further information on these Conditions of use or any queries on them are available by contacting MODU Data Exchange using any of the detail below:

Andrew Pope
Unit 15, 33 Malcolm Street, West Perth, Western Australia 6005
Telephone: 0400 662 737
Email address: info@modudataexchange.com

MODU Data Exchange