Terms & Conditions

of access and use of our online platform at sorata.com, and your access and use of our products and services

These Terms and Conditions, together with any and all Purchase Orders (together, this Agreement) govern your access and use of our online platform at sorata.com, your access and use of our products and services (including any Licensed Materials and Subscriptions). Any other terms and conditions (for example, any terms and conditions you purport to incorporate in any purchase order that you issue to us) do not apply.

Capitalised terms will have the meanings given to them in clause 13 (Definitions) of these Terms and Conditions, unless otherwise defined in the body of these Terms and Conditions. The use of the word “including” or "for example" or similar will be construed without limitation.

(a) This Agreement is between Sorata and the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement on their own behalf, each as identified in the Purchase Order.

(b) If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement; and (ii) you agree to this Agreement on behalf of your employer or such entity.

(c) If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party; (ii) your acceptance of this Agreement will bind your employer or that entity to these terms; and (iii) (except for clauses 1(b) and 1(c), where the words "you" and "your" refer to the person accepting the Agreement), the words “you” or "your" (or other derivatives) in this Agreement will refer to your employer or that entity.

(d) By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of making a purchase or downloading any Licensed Materials, or by using or accessing our online platform or our products and services (including any Licensed Materials and Subscriptions), you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), and do not download any Licensed Materials or otherwise use or access our online platform, our products and services (including any Licensed Materials and Subscriptions).

(e) If this Agreement is accepted on behalf of an entity, that entity may authorise Authorised Users to access and use the purchased products and services in accordance with this Agreement. You (the contracting entity) are responsible for your Authorised Users' and Personnel's compliance with this Agreement and all activities of your Authorised Users and Personnel.

(f) You and any Authorised Users must create an Account in order to make purchases, download any Licensed Materials, or access or use our online platform. You are responsible for all activities that occur in connection with your Account and any Accounts of your Authorised Users. We reserve the right to accept or reject Accounts that are created using personal email domains or that do not meet our email authentication requirements.

(a) This Agreement commences on the date that you first make any purchase from us or first access or use any of our products or services (whether that is a one-off purchase of specific Licensed Materials or an ongoing Subscription) and:

• (i) if you have purchased a Subscription, this Agreement continues for an initial term of 12 months (Initial Term) and will automatically renew for consecutive 12 month periods (each a Renewal Term) unless either party gives at least 90 days' prior written notice to the other party to terminate the Subscription at the end of the then-current Initial Term or Renewal Term or unless otherwise terminated in accordance with these Terms and Conditions; and
• (ii) if you have made a purchase on any other basis, this Agreement continues unless otherwise terminated in accordance with these Terms and Conditions.

(b) Your access to Licensed Materials may be subject to additional limited Access Periods, as set out in clause 3(a).

(c) Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach (which includes, among others, a breach of Permitted Purpose or your failure to pay the Fees when due) and:

• (i) that breach is not capable of being cured; or
• (ii) if that breach is capable of being cured, the breaching party fails to cure that breach within 30 days after being notified in writing to do so.

(d) We may also terminate this Agreement by written notice if:

• (i) we are requested to do so by a court or regulator with competent jurisdiction;
• (ii) you become or are reasonably likely to become insolvent or bankrupt;
• (iii) in our opinion, acting reasonably, you become or are reasonably likely to become affiliated with one of our competitors; or
• (iv) in our opinion, acting reasonably, there has been or it is reasonably likely that there will be a breach of any of the security provisions set out in these Terms and Conditions by you.

(e) We reserve the right to update these Terms and Conditions from time to time. Such changes will apply 30 days after we publish the revised Terms and Conditions on our website. If:

• (i) you do not agree to these changes, you should notify us in writing within 30 days of us publishing the revised Terms and Conditions on our website, at which point your access will be revoked (in accordance with clause 2(g)) unless clause 2(e)(ii) applies; and
• (ii) you do not agree to these changes and you have notified us in writing within 30 days of us publishing the revised Terms and Conditions on our website and you have already pre-paid for a Subscription prior to the effective date of the updated Terms and Conditions to which you object, then the version of the Terms and Conditions to which you last agreed continue to apply to you for the then-current Subscription term only.

(f) All pre-paid Fees will be non-refundable, unless this Agreement is terminated by you due to our material breach, in which case we will refund any pre-paid Fees to you in relation to any unused Subscription period on a pro-rated basis.

(g) Except in relation to Licensed Materials that you have already lawfully downloaded in accordance with this Agreement prior to the effective date of termination or expiry of this Agreement, all your rights (and the rights of your Authorised Users) to access and use our products and services (including our online platform, the Purchase History Library and any Licensed Materials within the Purchase History Library) will automatically cease upon expiry or termination of this Agreement. You may keep copies of Licensed Materials that you have already lawfully downloaded in accordance with this Agreement prior to the effective date of termination or expiry of this Agreement. The provisions of this Agreement relating to such retained Licensed Materials (including without limitation the restrictions set out in clause 4) will continue to apply on a perpetual basis.

(h) Termination or expiry of this Agreement will be without prejudice to the rights and liabilities of the parties that have already accrued prior to the effective date of termination or expiry.

(i) Clauses 4, 5, 7, 8, 9, 10, 11, 12(l), 12(m) and any other clauses that, by their nature, are intended to survive termination or expiry of this Agreement will survive termination or expiry of this Agreement.

(a) We grant to you and your Authorised Users a worldwide, non-exclusive, non-transferable, non-sublicensable right and licence to access, view, download, make limited copies of, and make limited distribution of, the relevant Licensed Materials set out in the applicable Purchase Order, solely for the Permitted Purpose and subject always to:

• (i) access and download being limited by way of the permitted Access Method;
• (ii) access and download being limited by the Access Period;
• (iii) the other restrictions set out in these Terms and Conditions; and
• (iv) any other restrictions noted on the face of the Licensed Materials.

(b) The grant of rights in clause 3(a) includes:

1. in each case:

• (iv) solely to the extent required for the Permitted Purpose;
• (v) subject always to the limitations set out in clause 3(a), clause 4 and the other limitations in these Terms and Conditions; and
• (vi) provided that we are attributed as the source of the Licensed Materials or the cited information.

(c) The grant of rights in clause 3(a) includes access (at no additional cost) by you and your Authorised Users for the Access Period to all previously purchased Licensed Materials (excluding "Insights Reports"), which can be viewed on and downloaded from your Purchase History Library.

(d) We may suspend or limit your use of or access to (and/or the use of or access by one or all of your Authorised Users to) the Licensed Materials or any or all of our products, services or other property if, in our opinion, acting reasonably:

• (i) there has been, or it is reasonably likely that there will be, a breach of any if the security provisions in these Terms and Conditions by you;
• (ii) there has been, or it is reasonably likely that there will be, a breach of your obligations under the Agreement; or
• (iii) you have not paid the Fees by the due date.

Our notice will specify the cause of the suspension or limitation and, if the cause of the suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the product or service. Fees remain payable and non-refundable in full during such periods of suspension or limitation arising from your action or inaction.

(a) Except as expressly permitted in these Terms and Conditions, you must not (and you must ensure that your Authorised Users, and any person or entity with whom you share the Licensed Materials do not):

• (i) display, perform, store, reproduce, distribute, modify, adapt, disclose, communicate, publish, make available, translate, reverse engineer, disassemble, decompile or otherwise use the Licensed Materials in any form or manner;
• (ii) extract, re-use or publish the Licensed Materials in any form or manner;
• (iii) combine with any other materials or create any derivative works or improvements of, or create any competitive products based on, the Licensed Materials or any information contained in the Licensed Materials in any form or manner (including, for the avoidance of doubt, using the information contained in the Licensed Materials to construct a database of any kind or to improve the quality of any data sold or contributed by you to any third party);
• (iv) rent, lease, sell, resell or otherwise use or exploit the Licensed Materials, or any information contained in the Licensed Materials, in any form or manner or to create any product or service that could compete with our business (including using them in any service bureau or outsourcing offering); or
• (v) allow any party to access, use or benefit from the Licensed Materials or our products or services in any way, except Authorised Users (and Personnel and third party professional advisors, where permitted by clause 3(b)(ii)).

(b) In addition, you must not (and you must ensure that your Authorised Users, and any person or entity with whom you share the Licensed Materials do not):

• (i) use or disclose the Licensed Materials for any illegal purpose (including, but not limited to any purpose that is prohibited under the Corporations Act 2001 (Cth));
• (ii) use or disclose the Licensed Materials in any manner inconsistent with this Agreement;
• (iii) run or install any computer software or hardware, or use any technology, to circumvent or to otherwise automatically download, mine, scrape or index the information contained in the Licensed Materials;
• (iv) remove, obscure or modify, in any way, any copyright and other proprietary notices or watermarks contained in the Licensed Materials;
• (v) operate any information vending or commercial publishing business; or
• (vi) otherwise allow the dissemination of the information contained in the Licensed Materials via the press, mass media or online.

(c) You must indemnify us against all costs, liabilities and expenses (including accounting for lost profits) that we may suffer or incur as a result of any breach of clause 3 or clause 4 by you or any of your Authorised Users, or any person or entity with whom you share the Licensed Materials.

(a) We retain ownership in all Intellectual Property in our products and services (including Licensed Materials and the information within them) and you do not acquire any rights in our products and services (including Licensed Materials and the information within them) except as expressly set out in this Agreement.

(b) We will defend you against any third party claim alleging that your use of the Licensed Materials (excluding any Third Party Materials) in accordance with this Agreement infringes the Intellectual Property rights of any third party in Australia and pay any damages that a court in Australia with competent jurisdiction finally awards against you or that are included in a settlement approved by us, provided that the damage does not result from:

• (i) a combination of all or part of our products, services or data with other products or technology not supplied by us;
• (ii) modification of all or part of our products or services other than by us or our Personnel;
• (iii) use of a version of our products, services or data after we have notified you of a requirement to use a subsequent version;
• (iv) use of our products, services or data by you or your Personnel or third party professional advisors in a manner inconsistent with this Agreement; or
• (v) any other breach of this Agreement by you.

Our obligations to defend you against third party claims in this clause 5(b) are conditional on you:

• (vi) promptly notifying us in writing of the claim;
• (vii) supplying any information we reasonably request;
• (viii) allowing us to control the defence and any settlement; and
• (ix) this clause 5(b) being your sole and exclusive remedy in connection with any claims alleging the infringement of the Intellectual Property rights of any third party.

(c) If you provide us with feedback or suggestions regarding our products or services, we may use such feedback or suggestions without restriction or obligation.

(a) You agree to pay the Fees set out in the applicable Purchase Order by the due date (or immediately, if payment is due at the time of making the purchase). Subscription fees are payable annually in advance.

(b) All Fees are stated in, and will be payable in, Australian Dollars.

(c) Payment of Fees can be made by means of credit card or direct debit. We use a third party payment processor, Stripe, to process payments made to us. By making payment of the Fees, you agree to provide us with accurate and complete billing information, and you authorise us to share your billing information with Stripe for the purpose of processing your payment. You are responsible for all payment fees (including credit card, direct debit and other payment processing fees) that may be imposed on you.

(d) The parties acknowledge and agree that (unless otherwise expressly stated in a Purchase Order) the Fees are stated:

• (i) exclusive of GST and you will pay the GST Amount to us in addition to the stated Fees (and we will remit the GST Amount to the Commissioner for Taxation in accordance with the GST Legislation); and
• (ii) exclusive of payment processing surcharges that may be imposed on us by our payment processor, and you will pay the applicable payment processing surcharge to us in addition to the stated Fees.

(e) The parties acknowledge and agree that the Fees stated are otherwise exclusive of all other taxes or duties chargeable on the Fees and you will pay such taxes or duties in addition to the stated Fees, in full and without deduction, set-off or withholding of any kind.

(f) If you claim any exemption from any taxes or duties under this Agreement, you must provide us with a valid tax exemption certificate or other acceptable evidence, and after receipt of valid evidence of exemption, you will not be charged such exempt taxes for the relevant purchase.

(a) Unless otherwise permitted by these Terms and Condition or we have given you our prior express written consent, you must, at all times including after this Agreement ends:

• (i) keep all Confidential Information confidential;
• (ii) take all reasonable steps to secure and safeguard all Confidential Information;
• (iii) only use the Confidential Information for the purposes of this Agreement (and, for the avoidance of doubt, where the Confidential Information is the information in the Licensed Materials, only use such information for the Permitted Purpose);
• (iv) not use or attempt to use any Confidential Information in any manner which may prejudice the confidentiality of the Confidential Information, or which may otherwise injure or cause loss or detriment to us;
• (v) restrict access to the Confidential Information to only those recipients that need to know the information for the purposes of the Agreement (and, for the avoidance of doubt, where the Confidential Information is the information in the Licensed Materials, restrict access to those recipients that need to know the information for the Permitted Purpose); and
• (vi) ensure that any recipient with whom you share the Confidential Information is subject to obligations of confidentiality no less stringent than those set out in these Terms and Conditions.

(b) The obligations of confidentiality set out in clause 7(a) will not apply to the extent any information:

• (i) is in the public domain, or comes into the public domain otherwise than by breach of the Agreement, provided that the Licensed Materials will be treated at all times as Confidential Information notwithstanding that information compiled within them may be derived from sources within the public domain;
• (ii) was lawfully in your possession prior to the date of disclosure by us; or
• (iii) was received by you from a third party without breach of any confidentiality obligation.

(c) To the extent you are compelled by mandatory law or court order to disclose the Confidential Information to a government authority or court, you must promptly give us prior written notice (unless otherwise prohibited from doing so), to enable us to seek an appropriate protective order or other remedy.

(d) You must indemnify us against all costs, liabilities and expenses that we may suffer or incur as a result of a breach of any of the confidentiality obligations in this clause 7.

Each party will use and maintain industry standard organisational, administrative, physical and technical safeguards designed to keep the other's information secure and inaccessible to unauthorised persons.

(a) Each party warrants to the other that it will process any and all Personal Information in accordance with the Privacy Laws applicable to that party. Our privacy policy is available at www.sorata.com.

(b) Without limiting the generality of clause 9(a), each party will use and maintain organisational, administrative, physical and technical safeguards designed to protect Personal Information it holds from misuse, interference and loss, as well as unauthorised access, modification or disclosure.

(c) Access to and use (or misuse) of our products and services (including our online platform, Accounts and Licensed Materials) may be monitored and traced by us, including by use of monitoring technologies and properties embedded in such products and services).

(a) While every attempt is taken to ensure that the Licensed Materials are kept up to date and accurate, we cannot guarantee that information contained in them in relation to any person or entity will not have changed. You acknowledge and accept that:

• (i) the Licensed Materials are provided "as is" and "as available" based on the underlying information available to us at a particular point in time;
• (ii) the underlying information forming the basis of the Licensed Materials may be provided to us manually from various sources and may not immediately reflect any changes that have occurred since the date that the underlying information was provided to us;
• (iii) the information contained in the Licensed Materials is not necessarily exhaustive;
• (iv) we rely on third parties for some of the underlying information forming the basis of the Licensed Materials (including direct sources of the corporate entities about which we provide reports and other Licensed Materials);
• (v) information provided by us in the Licensed Materials is necessarily in summary form and should be read and used by you in context of any other details available to you, including in Third Party Materials; and
• (vi) you should not rely solely on the Licensed Materials in making any particular decision and it is your responsibility, before making any particular decision, to make independent inquiries to verify the accuracy and currency of the information contained in the Licensed Materials.

(b) We make no warranties of accuracy, completeness, or currency of the Licensed Materials or the information in them, nor do we make any warranties that the Licensed Materials will be error-free, timely or fit for any particular purpose. To the maximum extent permitted by applicable law, we exclude and disclaim all conditions, terms, representations (other than fraudulent representations), warranties and statutory guarantees relating to the subject matter of these Terms and Conditions (including the Licensed Materials) that are not explicitly stated in the Agreement, including any implied warranties or statutory guarantees of satisfactory quality and fitness for a particular purpose.

(c) You acknowledge that the Licensed Materials contain information obtained from registers maintained by third parties, including those required to be maintained pursuant to Chapter 2C and section 672DA of the Corporations Act 2001 (Cth). We make no warranties or representations, and disclaim all liability, in connection with any Third Party Materials.

(d) We are not providing financial advice or any other professional advice by allowing you to access and use our Licensed Materials. Your decisions made in reliance on the Licensed Materials, the information in them, or your interpretations of our data are your own for which you have full responsibility.

(a) You must procure that your Authorised Users, and any person or entity with whom you share the Licensed Materials, agree to be bound by these Terms and Conditions (including, in particular, the obligations and restrictions on access, use, further distribution and confidentiality). However, you alone will be:

• (i) entitled to enforce the provisions of this Agreement;
• (ii) responsible for the obligations set out in this Agreement (including payment of the Fees); and
• (iii) liable for any non-compliance with this Agreement, whether caused by you or any of your Personnel or Authorised Users or any person or entity with whom you share the Licensed Materials.

(b) Subject to clause 11(d), to the maximum extent permitted by applicable law, our aggregate liability to you for any and all claims arising out or in connection with this Agreement will not exceed the lesser of:

• (i) the Fees paid by you, in the 12 months preceding the date on which the liability first arose, under the relevant Purchase Order(s) for the product or service that is the subject of the claim; and
• (ii) AU$50,000.

(c) Subject to clause 11(d), to the maximum extent permitted by applicable law, neither party will be liable to the other for any:

• (i) loss of revenue, loss of profit, loss of business, loss of opportunity, loss of anticipated savings, loss of goodwill, loss of opportunity, economic loss, loss caused by business interruption;
• (ii) indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense of any kind,

regardless of the cause of action on which it is based, even if advised of the possibility of such loss, damage, cost or expense occurring.

(d) Nothing in this Agreement will exclude or limit either party's liability for:

• (i) fraud or fraudulent misrepresentation;
• (ii) wilful misconduct or unlawful conduct;
• (iii) negligence causing death or personal injury;
• (iv) infringement of Intellectual Property (subject to clause 5(b));
• (v) any breach of confidentiality;
• (vi) the indemnities set out in clause 4(c) or clause 7(d); or
• (vii) any liability that cannot be limited under applicable law.

(a) We may collect information related to your use of our products, services, and data. We may use this information to test, develop, and improve our products and services and to protect and enforce our rights under this Agreement, and may pass this information to our third party providers for the same purposes.

(b) Each party will, at all times, act in accordance with applicable laws, rules, regulations, export controls and economic sanctions that apply to it in connection with this Agreement.

(c) A right relating to this Agreement may only be waived by a written notice signed by the party waiving the right. A single or partial exercise or waiver by a party of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right.

(d) You must not assign or sublicense your rights under the Agreement.

(e) If any provision of this Agreement is or becomes illegal, invalid or unenforceable (Ineffective), it will be read down to the extent necessary to ensure that it is not Ineffective. If the offending provision cannot be so read down, it will be severed. In any event, the remainder of this Agreement will be construed so as to ensure that it remains effective to the greatest extent possible.

(f) Except as expressly stated otherwise in this Agreement, the rights of a party under this Agreement are cumulative and are in addition to any other rights of that party.

(g) This Agreement contains the entire understanding between the parties as to the subject matter contained in it. All previous agreements, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this Agreement and have no effect.

(h) No party to this Agreement has the power to obligate or bind any other party. Nothing in this Agreement will be construed or deemed to constitute a partnership, joint venture or employee, employer or representative relationship between any of the parties. Nothing in this Agreement will be deemed to authorise or empower any of the parties to act as agent for or with any other party.

(i) We will have no liability under this Agreement to you or your Personnel or any other person if we are prevented from or delayed in performing our obligations by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications or hosting network, act of God, war, riot, pandemic, epidemic, mandatory government shutdown or lockdown, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors (including third party providers).

(j) You accept that communications with us will be mainly electronic. In particular:

• (i) we will contact you by email or provide you with information by posting notices on our website or online platform;
• (ii) you acknowledge that all contracts and notices we may provide electronically comply, and all information and other communication we may provide electronically complies, with any legal requirements that such items be in writing; and
• (iii) notice of electronic communications will be deemed to be received and properly served immediately when posted on our website or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in your Account.

(k) Each party acknowledges and agrees to the signing of this Agreement by electronic means. The parties agree to be legally bound by this Agreement signed in this way. This Agreement constitutes an original document in an electronic format and will have the same legal effect, validity and enforceability as a signature affixed by hand.

(l) The parties to this Agreement must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute under or relating to this Agreement to a nominated representative of each party to endeavour to resolve the dispute within 30 days from the date of referral. If the dispute is not resolved within this period, then either party may initiate court proceedings. Notwithstanding the existence of a dispute, each party must continue to perform its obligations.

(m) The Agreement is governed by and is to be construed in accordance with the Laws of the State of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

In these Terms and Conditions:

(a) Access Method means the method by which you and your Authorised Users are permitted to access purchased Licensed Materials, as determined by the product or service you have purchased in the applicable Purchase Order. Access Methods include downloading a data file or report made available by us to you or online access via logging in to your Account or Purchase History Library during the permitted Access Period.

(b) Account means either (i) your account (being the enterprise account or personal account of the entity or person on behalf of which this Agreement is accepted); or (ii) the account of any Authorised Users, as the context requires.

(c) Access Period means the period during which you are permitted to: (i) use your Subscription to access Licensed Materials; or (ii) access and/or download purchased Licensed Materials.

(d) Authorised User means your Personnel that are authorised to have access to our products and services.

(e) Confidential Information means any or all information of Sorata or any of our Affiliates that has either been specifically marked or disclosed as confidential or which by its nature a person ought reasonably consider to be confidential, including the Licensed Materials (and their aggregation, compilation, structure, arrangement and content, the manner of their creation and the manner of their maintenance).

(f) Fees means the fee(s) set out in the applicable Purchase Order payable by you in connection with our products and services (including any one-off fees and ongoing Subscription fees).

(g) GST means the goods and services tax imposed by or through the GST Legislation.

(h) GST Amount means the amount of GST payable in respect of any taxable supply under the Agreement, calculated at the rate if GST applicable at the relevant time.

(i) GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended from time to time and including any subordinate legislation.

(j) Intellectual Property means all rights of whatever nature anywhere in the world (registered or unregistered) including copyright (including in compilations of data or datasets), design rights, know-how, trade secrets, technology, systems, methods, expertise, patents, data base rights, trade marks and trade names.

(k) Licensed Materials means our database, datasets, reports, and any and all updates, modifications, downloads, print-outs, copies, reports (including "Insights Reports"), other derivatives of, and/or other materials generated from, them.

(l) Permitted Purpose means the use of the Licensed Materials by you solely for your own internal business purposes and solely in the ordinary course of your business, subject always to the limitations and restrictions set out in clause 3(a), clause 4 and the other limitations in these Terms and Conditions.

(m) Personal Information has the meaning given to that term in the Privacy Laws.

(n) Personnel means, in relation to a party, that party’s officers, directors, employees, contractors and agents.

(o) Privacy Laws means the Australian Privacy Act 1988 (Cth), as amended from time to time and including any subordinate legislation.

(p) Purchase History Library means the library of all Licensed Materials (excluding "Insights Reports") which you or your Authorised Users have previously purchased.

(q) Purchase Order means Sorata's online form that you accept when you make a purchase (either of specific Licensed Materials or a Subscription).

(r) Sorata or we or us or our (or other derivatives) means Sorata Pty Ltd.

(s) Subscription means the right to access Licensed Materials on our online platform on an unlimited or metered basis during the subscription term (being the period for which you have pre-paid for such unlimited access).

(t) Third Party Materials means all materials and information created by, or belonging to, third parties contained within or accessible or referred to in our products or services (including the Licensed Materials), and the underlying third party information sources accessible from our products or services (including the Licensed Materials) by means of a link or web address.

(u) You or your (or other derivatives) means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement on their own behalf, each as identified in the Purchase Order (unless the context otherwise requires).

Updated 3/25