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Earth Intelligence – Generational Impact

Data License & Data Sharing Agreement

Used when Nxt7a licenses datasets to a counterparty, when a counterparty licenses data to Nxt7a, or when the parties share data on both sides. The roles of Provider and Recipient are assigned in Schedule 1.

Background. Each party may make data available to the other for the purpose described in Schedule 1. This Agreement sets out the terms on which that data is licensed. For each data flow, the party providing the data is the Provider and the party receiving it is the Recipient.

1 · Definitions

1. Defined Terms

   Data

   The datasets described in Schedule 1, including any updates supplied by the Provider during the Term, but excluding Derivatives.

   Derivatives

   Any output, analysis, model, visualisation, or work created by the Recipient using or derived from the Data, alone or in combination with other data.

   Permitted Purpose

   The purpose described in Schedule 1.

   Personal Information

   Has the meaning given in the Privacy Act 1988 (Cth).

   Third-Party Materials

   Components of the Data that originate from a third party (such as Landsat / USGS-NASA imagery) and are subject to that third party's licence terms.

2 · Licence Grant

1. Grant

   Subject to this Agreement, the Provider grants the Recipient a non-exclusive, non-transferable, [non-sublicensable / sublicensable to subcontractors performing the Permitted Purpose] licence to access, use, copy, and analyse the Data for the Permitted Purpose, in the Territory described in Schedule 1, during the Term.

2. Reservation Of Rights

   All rights not expressly granted are reserved by the Provider. The Recipient acquires no ownership of the Data.

3. Sublicensing & Affiliates

   Unless Schedule 1 expressly permits it, the Recipient must not sublicense or otherwise make the Data available to any third party. Where sublicensing is permitted, the Recipient is responsible for ensuring the sublicensee complies with terms no less protective than this Agreement.

3 · Permitted Uses & Restrictions

1. Permitted Uses

   The Recipient may use the Data only for the Permitted Purpose. Unless Schedule 1 expressly permits it, the Recipient must not: (a) sell, redistribute, or publish the Data or any substantial portion in a form from which the underlying Data can be reconstructed; (b) use the Data to identify any individual; (c) combine the Data with other datasets in a way that defeats any de-identification; or (d) use the Data to train a general-purpose machine learning model intended to compete with the Provider's products.

2. Attribution

   The Recipient will attribute the Provider (and any Third-Party Materials) as set out in Schedule 1, including the standard credit "CC BY Landsat365 and USGS/NASA" where applicable, on any publication, dashboard, or external deliverable that uses the Data.

3. Security

   The Recipient will implement and maintain administrative, technical, and physical safeguards designed to protect the Data against unauthorised access, loss, or disclosure, consistent with good industry practice and any specific requirements in Schedule 1.

4 · Derivatives

1. Ownership Of Derivatives

   As between the parties, the Recipient owns the Derivatives it creates, subject to the Provider's ongoing rights in the underlying Data. The Recipient may continue to use and exploit its Derivatives after the Term, provided they do not enable the reconstruction of the Data and remain consistent with the Permitted Purpose.

2. Aggregated Outputs

   The Recipient may produce and use aggregated or de-identified statistics derived from the Data for internal reporting and benchmarking, and (unless Schedule 1 prohibits it) may publish those statistics provided no individual record is identifiable from the publication.

5 · Delivery, Format & Updates

1. Delivery

   The Provider will deliver the Data in the format and at the frequency described in Schedule 1.

2. Updates

   Updates and corrections are part of the licensed Data. The Provider is not obliged to maintain backwards compatibility but will give reasonable notice of breaking changes.

3. Acceptance Of Format

   If the Recipient does not raise a written objection to the format or quality within ten (10) business days of receipt, the Data is deemed accepted.

6 · Fees

The Recipient will pay the fees set out in Schedule 1 in accordance with the invoicing terms in that Schedule. All fees exclude GST. Disputed amounts may be withheld pending good-faith resolution; undisputed amounts more than thirty (30) days overdue accrue interest at the Reserve Bank of Australia cash rate plus 4% per annum.

7 · Privacy & Personal Information

1. Compliance

   Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of any Personal Information handled under this Agreement.

2. No Personal Information Unless Stated

   The Provider warrants that the Data does not contain Personal Information unless Schedule 1 expressly states otherwise, in which case the parties will execute the data-handling addendum at Schedule 2.

3. Re-Identification Prohibited

   Where the Data has been de-identified, the Recipient will not attempt to re-identify any individual.

4. Breach Notification

   The Recipient will notify the Provider without undue delay (and in any event within seventy-two (72) hours of becoming aware) of any actual or suspected unauthorised access to, or disclosure of, the Data, and will reasonably cooperate with any investigation and notification under Part IIIC of the Privacy Act 1988.

8 · Warranties & Disclaimers

1. Provider Warranties

   The Provider warrants that: (a) it has the right to grant the licence in clause 2; and (b) the Data was obtained lawfully and may be used for the Permitted Purpose without breaching any third-party right.

2. No Accuracy Warranty

   Except for clause 8.1, the Data is provided "as is". The Provider does not warrant that the Data is accurate, complete, current, or fit for any particular purpose. The Recipient must perform its own due diligence on the Data and is responsible for the decisions it takes based on it.

3. Australian Consumer Law

   Nothing in this Agreement excludes any right or remedy that cannot lawfully be excluded under the Australian Consumer Law. Where a right may be limited, the Provider's liability is limited (at its option) to re-supplying the Data or paying the cost of having it re-supplied.

9 · Indemnities & Liability

1. Provider Indemnity

   The Provider will defend and indemnify the Recipient against any third-party claim that the Recipient's use of the Data, in accordance with this Agreement, infringes that third party's Intellectual Property rights in Australia.

2. Recipient Indemnity

   The Recipient will defend and indemnify the Provider against any third-party claim arising from: (a) the Recipient's use of the Data outside the Permitted Purpose; or (b) any breach by the Recipient of clauses 3, 4, or 7.

3. Liability Cap

   To the extent permitted by law, each party's total aggregate liability under this Agreement is capped at the greater of: (a) the fees paid or payable by the Recipient under this Agreement in the twelve (12) months immediately before the event giving rise to the claim; or (b) AUD 100,000. The cap does not apply to liability for breach of clause 3 (Restrictions), clause 7 (Privacy), or for fraud or wilful misconduct.

10 · Term & Termination

1. Term

   This Agreement commences on the date last signed and continues for the Term in Schedule 1, unless terminated earlier.

2. Termination For Cause

   Either party may terminate immediately by written notice if the other party: (a) materially breaches this Agreement and fails to remedy it within thirty (30) days of written notice; or (b) becomes insolvent.

3. Effect Of Termination

   On termination or expiry: (a) the Recipient will cease using the Data for any purpose other than orderly wind-down; (b) the Recipient will destroy or return the Data (and certify destruction on request) within thirty (30) days, except for archival copies required by law or by bona fide backup procedures, which remain subject to this Agreement; and (c) the Recipient may continue to use existing Derivatives subject to clause 4.

11 · Audit

No more than once in any twelve (12) month period, and on at least ten (10) business days' written notice, the Provider may audit the Recipient's compliance with this Agreement, during normal business hours, by an independent auditor bound by appropriate confidentiality obligations. The Provider bears the cost of the audit unless it discovers a material breach, in which case the Recipient bears reasonable audit costs.

12 · General

1. Assignment

   Neither party may assign this Agreement without the other's prior written consent, except to a related body corporate or in connection with a sale of substantially all of its business.

2. Notices

   Notices must be in writing to the email addresses of the signatories below.

3. Entire Agreement

   This Agreement, together with its Schedules, is the entire agreement between the parties on its subject matter.

4. Counterparts

   This Agreement may be executed in counterparts and by electronic signature.

5. Governing Law

   The laws of New South Wales, Australia govern this Agreement, and the parties submit to the exclusive jurisdiction of the courts of that State.

Schedule 1 – Data & Commercial Terms

Provider

[Nxt7a / Counterparty]

Recipient

[Nxt7a / Counterparty]

Permitted Purpose

[Specific purpose, e.g. "Producing biodiversity baseline analyses for the Recipient's land portfolio."]

Data Description

[Datasets, fields, geographic coverage, temporal range, source provenance.]

Third-Party Materials

[List, with attribution text.]

Format & Delivery

[Format, channel, frequency.]

Territory

[Australia / Worldwide / Other]

Term

[Months/years from Effective Date, with renewal mechanic if any.]

Fees

[Amount, invoicing cadence, currency, ex GST.]

Sublicensing

[Permitted / Not permitted / Permitted only to subcontractors performing the Permitted Purpose]

Personal Information

[None / If yes, complete Schedule 2.]

Attribution Text

[E.g. "Includes data licensed from Nxt7a." or "Imagery CC BY Landsat365 and USGS/NASA."]

Executed As An Agreement