These Terms of Service (Terms) are between Nuonic Pty Ltd (ABN 76 613 269 364) (referred to as Nuonic) and the party agreeing to these Terms (referred to as you or your), collectively referred to as the Parties and each a Party. These Terms govern your access to and use of Nuonic’s “PathStack” data aggregation platform as described on the PathStack documentation pages: https://docs.pathstack.io/ and any other tools and any related services made available to you (collectively referred to as Services). Unless otherwise defined herein, all capitalised terms have the meaning given to them on the PathStack Key Concepts and Definitions page: https://docs.pathstack.io/content/key-concepts.

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1. ACCEPTANCE

1.1 These Terms form a binding legal agreement between the Parties. By using the Services, you agree to comply with and be legally bound by these Terms. Please read these Terms carefully. If you have any questions, you should contact Nuonic using the contact details at the end of these Terms.

1.2 You acknowledge and agree to these Terms by:

(i) selecting ‘I Agree’; or

(ii) accessing or using the Services.

If you do not agree to these Terms, you should cease accessing or using the Services immediately. If you are agreeing to these Terms on behalf of an entity, including but not limited to a company or other organisation, you represent and warrant that you have the power and authority to: enter into these Terms; bind such entity; and act on behalf of any Users.

1.3 You may use the Platform on behalf of third parties or in order to provide services to third parties. If you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept these Terms that apply to you.

1.4 Nuonic reserves the right to make changes to these Terms at any time. Any changes to the Terms will be effective upon the posting of the modified Terms on: https://pathstack.io/ (the Website). Nuonic will give you at least 7 days’ notice prior to the change. It is your obligation to ensure that you have read, understood, and agreed to the most recent Terms available via the Website. If you do not agree to these changes, you may terminate these Terms and you must cease to access and use the Services. Continued access and use of the Services indicates your acceptance of the modified Terms.

1.5 Your use of the Services may be subject to additional terms as set out in the Schedule or otherwise notified to you by Nuonic from time to time.

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2. SERVICES

2.1 The Services facilitate the connection, management, and integration of data provided by you (via your Telematics Account) to enable Data Consumers to access and use this data efficiently. The Services include, but are not limited to, the creation of Tenants and data Connections, as well as the consolidation and aggregation of your data to facilitate its use for approved purposes.

2.2 The Services are provided on an “as available” basis. While Nuonic strives to ensure the Services are available continuously, we do not guarantee that the Services will always be available, uninterrupted, or error-free. We reserve the right to suspend or restrict access to some features to users. We will not liable if, for any reason, the Services are unavailable at any time or for any period.

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3. YOUR RESPONSIBILITIES

3.1 You are responsible for obtaining and maintaining all hardware, software, and other equipment needed for access to and use of the Services, including, but not limited to, telecommunications and internet access connections and links, web browsers or other equipment (such as Devices), programs, and services required to access and use the Services. You acknowledge and agree that the quality and availability of your hardware, software, and internet connection directly affect the performance of the Services and that Nuonic is not responsible for any failures or deficiencies caused by your equipment or connectivity.

3.2 When registering to use the Services, you agree to provide true, accurate, current, and complete information about yourself and to maintain and promptly update your registration information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Nuonic has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Nuonic has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3.3 You are solely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Nuonic immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Nuonic or any other user of the Services due to someone else using your PathStack ID, password, or account.

3.4 You are also responsible for maintaining the confidentiality of your access credentials to your Telematics Account and Devices.

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4. DATA USE

4.1 You agree to provide Nuonic with access to application programming interface keys made available by your Telematics Provider via your Telematics Account (API Keys) for the purpose of Nuonic providing the Services.

4.2. You hereby appoint Nuonic as your agent for the sole purpose of accessing the API Keys and providing the Services. Nuonic is not authorised to perform any act or make any decision on your behalf. Nuonic will take all reasonable precautions to maintain the security of your Telematics Account access credentials.

4.3 You warrant that you have the full legal ability, consent, permission, licence and / or right to provide Nuonic with access to the API Keys via your Telematics Account, and that the provision of such access will not amount to a breach of your Telematics Provider’s terms of use or any applicable law.

4.4 You further warrant that you have provided all necessary licences, consents, and approvals to the relevant Data Consumer(s) to access and use data obtained from the API Keys (your data) for an agreed purpose(s) (Data Purpose). You warrant that your provision to Nuonic of access to the API Keys and your Telematics Account, and Nuonic sharing your data with Data Consumers in provision of the Services, is consistent with the Data Purpose.

4.5 You may ask Nuonic to apply Data Sharing Rules to your data. You may do this by contacting us via email: support@pathstack.io. Nuonic will not be in breach of these terms and conditions by continuing to share your data with Data Consumers if you have not asked Nuonic to apply Data Sharing Rules. A request to apply Data Sharing Rules will become effective after 5 days from the date your request is received.

4.6 You grant to Nuonic a royalty-free, sublicensable, non-exclusive licence to access, collect, store and process your data for the purpose of providing the Services.

4.7 You also grant to Nuonic a royalty-free, sublicensable, non-exclusive licence to consolidate, aggregate, adapt and compile your data into databases (PathStack Data). You agree that immediately upon creation, all rights, title and interest in and to PathStack Data will vest exclusively in Nuonic.

4.8 You agree to indemnify, defend and hold harmless Nuonic and its directors, officers, employees, and agents from and against any and all claims, demands, suits, actions, judgments, losses, costs, damages (including direct, indirect, and consequential damages), liability, and expenses (including attorneys’ fees and costs) arising out of or in connection with any claim that Nuonic’s access, collection, storage, processing, or use of your data in providing the Services infringes or misappropriates any third-party intellectual property rights.

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5. DATA PRIVACY AND SECURITY

5.1 Nuonic will employ industry-standard practices and systems to safeguard the confidentiality, integrity, and destruction of your data. However, you acknowledge that no internet transmission is completely secure or error-free and that Nuonic cannot guarantee absolute security.

5.2 You consent to the collection, use, and processing of your data by Nuonic in accordance with Nuonic’s Privacy Policy, which is available at https://docs.pathstack.io/legal/privacy-statement and incorporated herein by reference. This includes any personal information provided by you or collected by Nuonic as part of providing the Services.

5.3 To the extent your data contains Personally Identifiable Information (PII) for the purpose of the Privacy Act 1988 (Cth) (Privacy Act), you warrant that all PII has been collected, processed and shared in strict compliance with the Privacy Act, and that you have obtained all necessary consents and approvals from the relevant individuals for the disclosure and use of their PII in Nuonic’s provision of the Services. Nuonic will promptly notify you of any data breaches affecting PII in yor data. You agree to cooperate with Nuonic in resolving any data breaches and in making the necessary notifications to the appropriate authorities and affected individuals.

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6. INTELLECTUAL PROPERTY

6.1 All intellectual property rights in and to the PathStack platform, including but not limited to its software, algorithms, user interface, design, logos, trademarks, service marks, domain names, and other distinctive brand features, are the property of Nuonic or its licensors. No part of the PathStack platform and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including “mirroring”) to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without Nuonic’s express prior written consent.

6.2 Nuonic grants you a non-exclusive, non-transferable, revocable licence to use the PathStack platform solely as necessary to use the Services in accordance with these Terms. This licence does not include any rights to use Nuonic’s intellectual property for any other purpose, or to disclose, reproduce, distribute, modify, or create derivative works based on the PathStack platform or any part thereof.

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7. PROHIBITED ACTIVITIES

7.1 You must not engage in any activity that disrupts or interferes with the proper functioning of the Services, including the servers and networks on which the Services are hosted or connected. This includes any action that imposes an unreasonable or disproportionately large load on Nuonic’s infrastructure or disrupts the services and activities of other users.

7.2 You must not attempt to gain unauthorised access to any part of the Services, other accounts, computer systems, or networks connected to any Nuonic server through hacking, password mining, or any other means. You must not probe, scan, or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures in place without proper authorisation.

7.3 You must use the Services only for lawful purposes and in accordance with these Terms.

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8. LIABILITY

8.1 To the maximum extent permitted by applicable law, Nuonic expressly excludes all warranties, conditions, representations, and guarantees with respect to the PathStack platform and the Services, whether express or implied, including but not limited to any implied warranties of availability, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy. You acknowledge and agree that you use the Services at your own risk and that Nuonic does not warrant that the Services will meet your specific requirements or that the use of the Services will be uninterrupted, timely, secure, or error-free.

8.2 Notwithstanding any other provision in these Terms, and to the fullest extent permitted by law, Nuonic shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Nuonic has been advised of the possibility of such damages), arising out of or in connection with:

  • use or the inability to use the Services;
  • unauthorised access to or alteration of your transmissions or data;
  • inaccuracies or incompleteness in your data or PathStack Data;
  • statements or conduct of any third party on the Services;
  • any other matter relating to the Services.

8.3 Nuonic’s total liability for any claim arising out of or in connection with these Terms, is limited to the amount paid, if any, by you to Nuonic for the Services during the twelve (12) months prior to the action giving rise to liability.

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9. TERMINATION

9.1 Nuonic reserves the right to suspend provision of the Services or terminate these Terms immediately, without notice, in the event of a breach of these Terms by you.

9.2 You may terminate these Terms and your use of the Services upon providing Nuonic with thirty (30) days written notice.

9.3 Upon termination or expiration of these Terms for any reason, you must cease all use of the Services immediately.

9.4 Your obligations to indemnify Nuonic pursuant to clause 4.8 and to comply with all applicable laws, including (without limitation) the Privacy Act, will survive termination of these Terms.

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10. GOVERNING LAW

These Terms are governed by the laws of Queensland, Australia. The courts of Queensland will have exclusive jurisdiction to hear any disputes arising under or in connection with these Terms.

  1. NOTICES

Any notice to be given under or in connection with these Terms may be done by:

(a) you emailing Nuonic at support@nuonic.com.au or

(b) Nuonic emailing you using the address provided in respect of your account on the PathStack platform.

Notices sent under this clause 12 will be deemed effective on the date transmitted if transmitted on a business day before 5:00 PM (recipient’s local time), or on the next business day if transmitted after 5:00 PM (recipient’s local time) or on a non-business day.

Data Consumer Terms of Service