Product Terms of Use

​1. Legal binding agreement
By purchasing, accessing, or using the BizziRex Location Intelligence Report (the "Intelligence Report") provided via www.bizzirex.com, you enter into a legally binding agreement with Bizzirex Pty Ltd ("Company", "we", "us"). These Terms apply to the Licensee Services, including marketing, measurement, reporting, and data analytics.

1.1 Grant of license 

Subject to the terms of this Agreement and payment by the Licensee of the Fees, BizziRex grants to the Licensee a limited, non-exclusive, non-transferable licence for the Term to use the Licensed Data only for the Permitted Purpose (the “Licence”).

1.2 Acknowledgement of BizziRex source

The Licensee must expressly acknowledge BizziRex or any other attributable source, in a reasonably prominent manner (by displaying the BizziRex logo or other appropriate attribution), as the source of any Licensed Data or Derivative Work that the Licensee uses, copies, modifies or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any BizziRex logo, watermark or other BizziRex attribution in any Licensed Data or Derivative Work.

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2. Australian privacy compliance & non-identification
2.1 Privacy Act 1988 (Cth)

We comply with the Australian Privacy Principles (APPs). All Data provided is "De-identified" and does not constitute "Personally Identifiable Information". 

2.2 Prohibition of Individual Tracking 

* You represent and warrant that you do not have the intention to use the Data to determine the identity of any specific person.

•    You shall make no attempt to obtain data permitting you to determine the identity of any person.
•    You will not accept information from any third party that permits the Data to be used for individual identification.
•    You are strictly prohibited from using the Data for "stalking," employee surveillance, or invasive private investigation.

3. Usage restrictions
Per our licensing agreement with Quadrant Global Pte Ltd, the following restrictions apply:
•    No Standalone Resale: You will not resell, distribute, or sublicense the Data on a standalone basis. No right to distribute, transfer, resell, assign or sublicense – This Licence is granted only to the Licensee and they must not distribute, transfer, resell, assign, rent, lease or sublicense any Licensed Data or any of the Licensee’s rights under this Licence without BizziRex’s prior written consent
•    Raw Data Restriction: You are prohibited from distributing raw data records, including individual Advertising IDs, Latitude, Longitude, and Timestamps, to any third party.
•    Prohibited Decisions: Data may not be used for making decisions about an individual's eligibility for credit, health care, insurance, or employment.
•    Illegal Services: Data may not be used in connection with the advertisement of illegal or illicit products.

4. Intellectual property & licence
4.1 Ownership

Unless otherwise indicated, the intelligence report, the Licensed Data, the Content, and all associated Intellectual Property Rights, data, information, code and software are owned by BizziRex and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. BizziRex reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee, no ownership or Intellectual Property Rights, any Licensed Data or Content will pass or be licensed to the Licensee.

4.2 Branding

The BizziRex branding, logos and all associated Intellectual Property Rights are owned by BizziRex. Nothing in the Agreement confers upon the Licensee any rights to use or modify any of BizziRex branding, except that BizziRex grants the Licensee a royalty free, limited, non-exclusive, non-transferable, non-sublicensable licence to reproduce and display BizziRex branding & logos only to the extent necessary to comply with the Licensee’s obligations under the Agreement.

4.3 Derivative Work

Subject to compliance with all other terms of the Agreement, the Licensee is granted a non-exclusive right to produce and use Derivative Work for the Permitted Purpose. Unless otherwise notified to the Licensee by BizziRex, the Licensee may continue using Derivative Work for the Permitted Purpose following termination or expiration of this Agreement. For the avoidance of doubt, BizziRex will continue to own all rights in and to any Licensed Data and Content embedded in Derivative Work, but all other rights in and to the Derivative Work will belong to the Licensee.

5. Fees, payment & refunds (australian dollars)
5.1    License Fees

The fees payable by the Licensee for the Licence and use of the Licensed Data (the “Fees”) are specified in the quote and relevant tax invoice issued by BizziRex or as otherwise notified by BizziRex to the Licensee. All Fees exclude GST and other taxes unless expressly stated otherwise.

5.2    Payment

The Licensee shall pay the Fees ahead of product delivery or as otherwise agreed in writing by BizziRex.

5.3    Refunds

Under the Australian Consumer Law, digital products are generally non-refundable once accessed, unless there is a "major failure" as defined by the ACL. If the Licensee is not in breach of the Agreement, and BizziRex elects to terminate the Agreement, BizziRex will refund the Licensee any pre-paid Fees relating to the portion of the Term remaining as at the date of termination.

5.4    No cancellation

All Fees are non-cancellable and non-refundable except as expressly set out in the Agreement.

5.5    GST

All Fees exclude GST and other taxes unless expressly stated otherwise.

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6. No guarantees & limitation of liability
6.1 "As-Is" Service

To the extent permitted by the Australian Consumer Law, the Intelligence Report is provided "as is". While our providers maintain consistent taxonomies and obtain prior affirmative consent (opt-in) from users, we do not warrant 100% accuracy of location signals or timestamps.

6.2 Liability Cap

Our total liability for any claim shall not exceed the License Fee paid for the specific Data. 

6.3 Indirect Loss

Neither party is liable for indirect, consequential, or incidental damages, including loss of profit. 

6.4 Statutory Guarantees

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law which cannot be excluded.

 

7. Indemnity
You agree to indemnify and hold BizziRex and its Licensors (Quadrant) harmless from any third-party claims, liability, or costs resulting from your violation of data privacy laws or breach of the usage restrictions in Section 3.

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8. Confidentiality
Each party must protect the other’s "Confidential Information" using a reasonable degree of care. This includes the pricing and technical details of the Intelligence Report.

 

9. Term and termination
9.1 Initial Term

This agreement typically has an initial term of 12 months, renewing automatically unless 30 days' notice is provided. 
 

9.2 Termination for Cause

Either party may terminate if a material breach remains uncured for 10 business days. 
 

9.3 Privacy Changes

If new Australian legislation or changes to Privacy Rules prohibit the delivery of Data, either party may terminate immediately.

 

10. Governing law & jurisdiction
This Agreement is governed by the laws of New South Wales, Australia. However, per our provider agreement, certain disputes may be subject to the jurisdiction of the Singapore International Commercial Court.

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11. Third party providers
11.1 Providers to BizziRex

The Licensee acknowledges and accepts that BizziRex engages with third-party providers in order to provide the Licensed Data and Open Data under the Agreement. The provision of the Licensed Data and Open Data is contingent upon adequate delivery of products and services by those third party providers and are subject to those third party provider terms and conditions (as updated from time to time). By entering into the agreement, the Licensee agrees that where applicable they must comply with those terms and conditions which apply to the use of those third party providers’ products where incorporated into the Licensed Data. The Licensee further acknowledges that BizziRex does not grant the Licensee a licence to use any Third Party Subscription Data or Open Data.
 

11.2 Providers to Licensee

The Licensee further acknowledges that any Third Party Subscription Data accessed directly by the Licensee through the Intelligence Report is accessed at the sole risk of the Licensee and BizziRex shall not be liable for any direct or indirect loss or damage suffered as a result of such access.

 

12. Warranties
12.1 Exclusion of warranties

the Intelligence report and Licensed Data are provided “as is” and BizziRex, third party providers, content providers, agents, mandataries and affiliates exclude, to the fullest extent permitted by applicable law, any representation, warranty, condition and guarantee, express or implied, including, without limitation, any implied representations, warranties or guarantees of merchantability or fitness for purpose, any warranties as to the currency or regularity of the updates of the Licensed Data, being free from virus or harmful code, and all conditions and warranties which would otherwise be implied into the Agreement whether by law, statute or otherwise.
 

12.2 No representations

While BizziRex uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, the Licensed Data and the Intelligence Report, BizziRex and its third party providers make no representations, warranties, conditions or guarantees as to the accuracy, correctness or reliability of any Licensed Data, Open Data or Content contained on the Intelligence Report. The Licensed Data, Open Data, Content, and the Intelligence Report may be subject to errors, omissions, inaccuracies and distortions and BizziRex will not be responsible for, or liable for any Claims made by or arising out of, any person or entity seeking to rely on any of the Licensed Data, or the Intelligence Report.
 

12.3 Limit of liability

Notwithstanding the above, BizziRex’s liability for a breach of a representation, warranty, condition or guarantee which is implied or imposed in relation to this Licence under legislation and cannot be excluded, will be limited to, at BizziRex’s option, replacing or repairing the Licensed Data or paying the cost of replacing or repairing the Licensed Data, provided that such Licensed Data is still available at reasonable cost.

12.4 No liability for Claims

To the extent permitted by law, in no event shall BizziRex, its content providers, agents, mandataries or affiliates be liable for any Claim of any kind arising from or connected with the use of the Intelligence Report or APIs, the Content, the Open Data or the Licensed Data, or the unavailability of the same, including but not limited to loss of use, loss of profits or loss of data, and direct, indirect, incidental, punitive and consequential damages and whether in contract, tort (including but not limited to negligence), extracontractual liability or otherwise. The Licensee is responsible for the entire cost of all servicing, repair or correction required due to the use of the Intelligence Report, the Content, the Open Data or the Licensed Data. This exclusion applies, without limitation, to any Claim caused by or resulting from reliance by a user on any information obtained from BizziRex.

12.5 Aggregate limit

In no event will the aggregate liability of BizziRex, whether in contract, warranty, tort (including negligence, whether active, passive or inputed), extracontractual liability or otherwise, product liability, strict liability or other theory, arising out of or relating to the use of the Licensed Data, the Content or the Intelligence Report exceed any compensation or Fees the Licensee has paid, if any, to BizziRex for access to or use of the Licensed Data over the period prior to the alleged default, breach or event giving rise to the liability.

12.6 Third-party providers

The Licensee acknowledges that BizziRex relies on the services of third party providers in order to supply the Licensed Data and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, BizziRex will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.

12.7 Licensee Local Data

The Licensee acknowledges that BizziRex has no access to any Licensee Local Data and shall not be liable for any direct or indirect loss or damage suffered as a result of the Licensee’s use of Licensee Local Data in connection with the Intelligence Report.

12.8 Indemnity

The Licensee agrees to indemnify BizziRex and its directors, officers, employees, agents, mandataries and subcontractors, from and against any kind and all direct or indirect claims, damages, losses, liabilities, expenses and costs (including legal fees) arising from:

a) the Licensee’s actual or alleged breach of any provisions of the Agreement;
b) the Licensee’s use of the Licensed Data for any purpose; and
c) the Licensee’s use of, or any third party’s use of, or inability to use, any Derivative Work, including without limitation, any output from the Derivative Work.

 

13. Privacy policy
13.1 Data collection

BizziRex will collect, use and disclose any Personal Information or Licensee Data supplied by the Licensee as set out in BizziRex’s Privacy Policy as amended from time to time. The Licensee hereby consents to those collections, uses and disclosures.

13.2 Compliance with privacy standards

To the extent that the Licensee extracts or leverages data supplied by BizziRex, they must process, use and disclose all Personal Information in compliance with BizziRex’s Privacy Policy and the Privacy Laws regardless of whether or not the Licensee is otherwise obliged to comply with the Privacy Laws.

13.3 Consents and Obligations

The Licensee must obtain any necessary consents from, and make any necessary disclosures to, all relevant individuals for the purpose of disclosing their Personal Information to BizziRex under the Agreement and must otherwise comply in all respects with its obligations under the Privacy Laws in respect of any Personal Information.
 

13.4 Cooperation and Regulatory Assistance

The Licensee must give all assistance required and comply with all directions given by BizziRex from time to time in relation to compliance by BizziRex with the Privacy Laws, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Personal Information disclosed to BizziRex under the Agreement.
 

13.5 Indemnification

The License will hold BizziRex harmless for any Claim suffered, brought or incurred directly or indirectly as a result of a breach by the Licensee of its obligations under this clause 13.
 

13.6 Notification

The Licensee must immediately notify BizziRex if it becomes aware of any breach of this clause 13, or if it becomes aware that a disclosure of Personal Information may be required by law.
 

13.7 Communication

To the maximum extent permitted by law, by entering into this Agreement, the Licensee expressly consents to receiving by email, direct marketing communications from BizziRex.

14. Force majeure
14.1 Force Majeure Event

If a party is unable to perform or is delayed in performing an obligation under the Agreement (except for an obligation to pay money, including Fees) because of an event beyond that party’s reasonable control (“Force Majeure Event”):

a) that obligation is suspended but only so far and for so long as that party is affected by the Force Majeure Event; and
b) the affected party will not be responsible for any loss or expense suffered or incurred by the other party as a result of, and to the extent that, the affected party is unable to perform or is delayed in performing its obligations under the Agreement because of the Force Majeure Event.

14.2 Notice of Force Majeure Event

If a Force Majeure Event occurs, the party affected by the Force Majeure event must:

a) promptly (when reasonably possible to do so) give the other party notice of the Force Majeure Event and an estimate of the non-performance and delay;
b) take all reasonable steps to overcome the effects of the Force Majeure Event; and
c) resume compliance as soon as possible after the Force Majeure Event no longer affects it.

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15. Confidentiality
15.1 Protection and use of information

Subject to any other written agreements between the parties in connection with the Agreement, any information provided in writing or orally or data provided by either party under the Agreement (“Discloser”) to the other party (“Recipient”) and marked or identified as proprietary or Confidential Information shall not be disclosed for a period of three (3) years from termination or expiry of the Agreement, unless mutually agreed in writing by the parties. The parties will disclose Confidential Information only to their employees who have a need to know for the purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Licensee’s duty hereunder. The Recipient will protect Confidential Information from unauthorised use, access, or disclosure in the same manner as it would protect their own confidential or proprietary information of similar nature with no less than reasonable care.

15.2 Licensee data

Subject to any other written agreements between the parties in connection with the Agreement and clause 12.3, BizziRex will consider Licensee Data to be Confidential Information.

15.3 Exceptions

The confidentiality provisions do not apply to the Recipient if:

a) the Discloser has first agreed in writing to the particular disclosure, use, or copying;
b) the Confidential Information was generally known by or available to the public through no wrongful act of the Recipient or otherwise than as a consequence of a breach of the Agreement;
c) the Confidential Information was received by the Recipient without breach of the Agreement from a third party without restriction as to its use and disclosure of the Confidential Information; or
d) disclosure of Confidential Information is legally compelled by a judicial or administrative body.

15.4 Agreement termination

Immediately upon termination or expiry of the Agreement, the Recipient must (at its expense):

a) cease all use of the Confidential Information;
b) destroy or return (at the Discloser’s discretion) the Confidential Information to the Discloser, together with all copies, reproductions and summaries of the same;
c) destroy all of its notes, memoranda and records (in whatever form) containing, referring to or based on the Confidential Information;
d) ensure that any person who receives the Confidential Information by the Recipient’s authority returns the Confidential Information to the Discloser in any form in which it is held or destroys it and gives evidence of its destruction to the Discloser.

15.5 Each party acknowledges that:

a) the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of the other party, and that monetary damages would be an insufficient remedy; and
b) in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of this clause 12.

16. Warranties
All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when personally delivered or sent by nationally recognised private courier (with signature required and all fees prepaid) to BIZZIREX Pty Ltd, 13/354 Mons Rd, Forest Glen, QLD, 4556, Australia; or sent by registered or certified mail (postage prepaid, return receipt requested); or sent by email with confirmation of transmission to support@bizzirex.com. Notices must be sent to the Licensee at the address set out in the Quote or at another address as a party may designate in writing.

17. Miscellaneous
17.1 BizziRex customer

Unless otherwise agreed in writing, the Licensee grants BizziRex the right to use the Licensee’s name and logo to identify them as a BizziRex customer for marketing or promotional purposes in public or private communications with BizziRex’s existing or potential customers, subject to the Licensee’s standard brand usage guidelines as provided to BizziRex from time to time.

17.2 Additional Terms and Conditions

The Additional Terms and Conditions form part of and should be read in conjunction with, the Agreement. If there is any inconsistency between the Agreement and the Additional Terms and Conditions, the Additional Terms and Conditions will prevail to the extent of the inconsistency.

17.4 Construction

The parties agree that the terms of the Agreement result from negotiations between them. The Agreement shall not be construed in favour of or against either party by reason of authorship.

17.5 Interpretation of Terms

In this Agreement, unless the context otherwise requires, words in the singular shall include the plural and vice versa, and words in one gender shall include any other gender. The use of neutral terms shall not exclude any gender.

17.6 Waiver

Any waiver of any term of the Agreement will be effective only if in writing and signed by BizziRex. Any rights not expressly granted herein are reserved.
 

17.7 Severability

If one or more of the Terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected.

17.8 Joint and several liability

If the Licensee consists of more than one person or entity, then each such person or entity shall be jointly and severally liable with respects to its obligations to BizziRex under the Agreement.
 

17.9 Amendments

Other as expressly specified in the Agreement, the Agreement may only be varied with the written consent of BizziRex.
 

17.10 Assignment

Other than as expressly specified in the Agreement, the Licensee may not assign or purport to assign its rights or obligations under the Agreement without the prior written consent of BizziRex.
 

17.11 Entire agreement

The Agreement comprises the entire agreement and understanding between the parties on everything connected with the subject matter of the Agreement, and supersedes any prior agreement or understanding on anything connected with that subject matter. By purchasing the Intelligence Report the Licensee will be bound by the terms of this Agreement.
 

17.12 Precedence of documents

in the event of any inconsistencies between the terms of the Agreement and the Quote, the following order of precedence applies, from highest to lowest:

a) the Quote;
b) this License.
 

17.13 Governing Law

The Agreement is governed by and construed in accordance with the laws of Queensland, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.

In the Agreement:

• Additional Terms and Conditions means the additional terms and conditions (if any) set out in the Quote.

• Authorised User means the number of persons specified in the Quote, who have been granted access to the Licensed Data by the Licensee pursuant to the terms and conditions of the Agreement, and who have been delivered an Intelligence Report.

• Business Days means any day other than a Saturday, a Sunday, or a recognised public holiday in Queensland.

• Claim means any claim, cost (including legal costs), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgement of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic.

• Commencement Date means the date BizziRex receives an order via its online Intelligence Report or BizziRex signing a consultancy agreement under a custom order, unless otherwise as specified on the Quote.

• Commercial Purpose means to distribute, transfer, sell, sublicence or pass possession of any Licensed Data (in whole or in part) for the purpose of Financial Benefit by the Licensee.

• Confidential Information means the terms of the Agreement, the pricing, and any other information relating to the business, finances, strategy, methods, processes, products, data, metadata, services or other affairs of a party or its representatives or related bodies corporate which is disclosed to, learnt by or accessed by the other party in connection with the Agreement, whether before or after the Licensee entered into the Agreement, whether orally, electronically, in writing or otherwise.

• Content means any content made available by or on behalf of BizziRex to the Licensee in connection with the Licence, whether or not through the Intelligence Report, and includes the Licensed Data.

• Corporations Act means the Corporations Act 2001 (Cth).

• Derivative Work means any work, dataset, product, or service that is based upon, derived from, or developed using the Licensed Data, including but not limited to: modifications, translations, adaptations, enhancements, aggregations, analyses, or transformations of the Licensed Data, whether in whole or in part.

• Fault means any fault, failure, or error which prevents the Licensee from accessing the Licensed Data and Intelligence Report, other than where access is prevented due to a planned outage, because of an unforeseeable event beyond BizziRex’s reasonable control or any conduct or activity undertaken by the Licensee, the Licensee’s employees or agents

• Financial Benefit has the meaning given in the Corporations Act.

• Force Majeure Event has the meaning given in clause 14.

• GST means applicable goods and services tax under A New Tax System (Goods and Services Tax 1999 (Cth) and associated regulations as amended.

• Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, registered or unregistered trademarks, patents, rights to protect confidential information and any other similar rights.

• Insolvency Event means when (a) a party suspends payment of its debts generally, or is or becomes unable to pay its debts when they are due, or is or becomes unable to pay its debts within the meaning of the Corporations Act, (b) any form of voluntary or involuntary insolvency, administration or liquidation of a party, (c) except in the case of BizziRex where reconstruction or amalgamation has taken place while solvent, a party enters into, or resolves to enter into, an arrangement or composition, for the benefit of, all or any of its creditors, or it, or anyone on its behalf, proposes a reorganisation, moratorium, deed of company arrangement or other administration involving any of them or the winding up or dissolution of that party, (d) a party ceases, or threatens to cease, to carry on business, or (e) anything having a substantially similar effect to any of the events specified to the relevant party under the law of any jurisdiction.

• Late Payment Fee means a fee, as notified by BizziRex to the Licensee, corresponding to the costs in relation to incurred by BizziRex (including but not limited to administration and related costs) in recovering any payment not made by the Licensee on the due or scheduled date for payment. Late fees incur interest at the rate of 1.5% per month (being 18% per year).

• Licence means the licence granted in clause 1.

• Licensee means the entity specified in the Quote.

• Licensed Data means any BizziRex products specified in the Quote (and further described on the Intelligence Report).

• Licensee Data means any material (including Third Party Subscription Data) provided by or to which access is given by the Licensee to BizziRex for the purposes of the Agreement including data stored by any means.

• Licensee Local Data means local spatial data cached on the browser of an Authorised User that the Authorised User has displayed on the Intelligence Report but which is not uploaded to the Intelligence Report.

• Open Data means material which is made publicly available on an open basis by third party providers.

• Operational Hours means 9am to 5pm AEST on Business Days.

• Permitted Purpose means the use of the Intelligence Report and any Licensed Data for internal purposes, unless otherwise agreed in writing, in the Licensee’s ordinary business, and at all times excludes any Commercial Purpose and any Unlawful Purpose.

• Personal Information has the meaning given in the Privacy Act.

• BizziRex means BizziRex Pty Ltd, ABN 13 690 704 682, 13/354 Mons Road, Forest Glen QLD 4556.

• Intelligence Report means all webpages and sub-sites and their Content available within www.bizzirex.com operated by BizziRex.

• Privacy Act means the Privacy Act 1988 (Cth).

• Privacy Laws means:

a) the Privacy Act;
b) the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act; and
c) all other applicable laws, regulations, registered privacy codes, privacy policies and contractual terms in respect of the processing of Personal Information.

• Product-Specific Terms means additional terms and conditions that apply

• Quote means an ordering document [or an online order] specifying the Licensed Data to be provided to the Licensee under the Agreement including any supplements and addendums.

• Related Parties has the meaning given in the Corporations Act.

• Schedule means a schedule to the Agreement, where such schedule has been incorporated by reference to form part of the Agreement.

• Subscription Period the time period specified in the Quote

• Subsidiaries has the meaning given in the Corporations Act.

• Third Party Subscription Data means any material that is owned by a third party, including data stored by any means, which is licensed to the Licensee on a subscription basis and accessed by the Licensee through an API or the Intelligence Report.

• Unlawful Purpose means any unlawful purpose, including but not limited to stalking, harassing or intimidating any person or engaging in misleading or deceptive conduct.