Welcome to www.realestateinvestar.com.au, the website and online service provided by Real Estate Investar Australia Pty Ltd ("Real Estate Investar," "we" or "us").
This page explains the terms by which you may subscribe to our website, online tools and software (collectively the "Service").
If you don't agree with any of these terms or if you have any objections to our Website Privacy Statement you must not use the Service or website.
We may, from time to time, at our discretion, update these terms and conditions, so you should review this page periodically. If there are material changes to these terms and conditions, we will notify you by sending a notice of such changes.
Please read these terms and conditions carefully to ensure you fully understand each provision.
- Day 1 is the start date of your membership to the Service, and you will be charged the initial payment amount based on the membership option and contract term selected.
- You will be emailed your login and password details shortly after your payment clears. To view invoices and payment information access the My Account area with your login details.
- All memberships to the Service are ongoing until cancellation is processed. To cancel a membership (which requires a minimum of 30 days notice), please contact the Customer Success Team on 1300 737 782 or send a cancellation email email@example.com.
- Unless stated otherwise all prices include GST and are in Australian currency.
- If you do not live in Australia, the supplies will be an export supply and are GST-Free so exclude GST.
Signing up for Pro Membership gives you access to our Investar Search, Development Search, RP Data Professional*, Property Analyser and Portfolio Tracker tools for the duration of your membership.
1. Month to month
You agree to be charged an initial payment of
- $149 for Pro Membership
All memberships to the Service are ongoing until cancellation is processed. A minimum of 30 days notice is required to cancel. To request cancellation of your membership please email firstname.lastname@example.org or phone 1300 737 782.
Month to month membership fees are charged in advance for every month or part thereof that you are a member.
No refunds will be given.
2. 12 Month Contract With Upfront Payment
You agree to be charged an upfront payment of
- $1490 for Pro Membership
At the end of the 12-month period (and all consequent 12 months periods), you will be charged a further
No refunds will be given.
3. 24 Month Contract With Upfront Payment
You agree to be charged an upfront payment of
- $2,490 for Pro Membership
At the end of the 24 -month period (and all consequent 24 months periods), you will be charged a further
ArchiStar is an optional add on product (charged separately) gives you access to zoning, development feasibility and other map based functions/overlays of the ArchiStar platform (provided by ArchiStar Property).
No refunds will be given.
Changing your membership Products (prorata of credits and additional charges)
From time to time you may wish to change your membership product selections. This is possible where you are not within your minimum term contract.
Depending on the products you are adding or removing this may result in an extra charge being required or a credit being applied against your account.
The calculation of the prorated amount required to be credited or debited will be based on the total cost of the product divided by the days between the last and the next billing dates multiplied by the days left in the billing cycle.
Refunds will not be given as any credits arising from the product changes will be applied as a credit against your account. Where the change of product incurs additional fees, these will be processed and paid immediately.
Continuous Service membership
Memberships are continuous. This means that once you have become a subscribing member, you accept that your membership will be automatically renewed from one period to the next and your credit/debit card will be charged based on the membership package (annual, monthly, etc.) you have chosen.
By purchasing a membership you confirm that you are the holder of the payment card or account from which payment will be taken, and/or are authorised to use that payment card or account for the transaction and any renewals.
Cancellation of Your Membership
If you pre-pay one or two years upfront, there are no refunds for early cancellation.
To cancel your membership (which requires a minimum of 30 days notice), please contact the Customer Success Team on 1300 737 782 or send a cancellation email email@example.com.
If you do not let us know that you wish to cancel your membership as set out above, the payment for the renewal period of the membership is still payable and will still be processed on the renewal date.
As part of the registration process, you will be provided with a login and password. You must provide Real Estate Investar with accurate, complete and updated registration information. Failure to do so will result in a breach of these Terms. You understand that you may not (i) select or use a name of another person with the intent to impersonate that person; (ii) use the rights of another person without authorization; or (iii) use a name that is offensive to a reasonable person.
You must immediately notify us by regular mail or by email at firstname.lastname@example.org of any known or suspected unauthorised use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are responsible for maintaining the confidentiality of your password. You will never be required to reveal your password to any representative or agent of Real Estate Investar.
You are responsible for all usage or activity on the Website via your account. Distribution of your password to others for access to the Website or Service is expressly prohibited and shall constitute a breach of these Terms. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and you may be referred to appropriate law enforcement agencies.
Modifications to these Terms and the Service
Real Estate Investar may modify these Terms (including any of the terms incorporated by reference herein), the Website, or the Service at any time in order to take account of changes to user preferences, the Internet economy, applicable laws and industry practices, or other reasons. Changes will be posted at the Website or notified by email, postal mail or otherwise. With respect to any changes to the Terms that involve material adverse changes, such as deteriorated entitlements or higher costs, we will offer subscribers an opportunity to opt out of such changes for the remainder of their paid membership (with the effect that we continue to apply the previous version of the Terms or allow the subscribers who are opting out to terminate early subject to a pro-rated refund of prepaid fees), if and as required by law. If you do not accept these updated Terms or do not wish to be bound by changes following posted notices you should discontinue use of the Website and the Service and notify us immediately.
These Terms, including any terms, conditions and policies expressly referenced herein, shall constitute the complete understanding and agreement between you and us, and shall supersede and cancel any prior or contemporaneous understandings and agreements, except as expressly provided otherwise by Real Estate Investar.
Except in respect of liability that cannot be limited or excluded under applicable law, you acknowledge that you have not relied on any representation, warranty, condition or undertaking apart from those (if any) expressly set out herein.
Customer Success Support
Support is included in your membership fee to the Service. The support team can assist you with using the tools, services and products available within your membership along with your memberships and accounts. Customer Success support however does not provide any specific financial, real estate or investment advice.
Phone support for the Service is provided 8.30am - 5pm AEST Monday to Friday, excluding public holidays.
We accept online questions at www.realestateinvestar.com.au by live chat or by email on email@example.com.
Online responses are provided during phone support hours only, and we attempt to respond to online support questions within one business day, although in practice our response times are much faster.
We do not however, guarantee any specific response times for online questions.
What makes up this Licence Agreement: The CoreLogic Licence Agreement is comprised of the following parts, which together constitute a single legally binding document (Licence):
- The Product Schedule (or Product Schedules as the case may be);
- Part A - The General Terms and Conditions;
- Parts B onwards - The Product Module/s relevant to the CoreLogic Services and any Special Terms that apply.
By clicking 'I Agree' in the Product, you have accepted the terms of this Licence current as at the time you click 'I Agree'. Those terms supersede any other agreement, whether verbal or written, by any person, sales agent or sales distributor of CoreLogic.
Any expressions not defined in Parts B onwards in these terms will, unless context otherwise requires, have the meaning given in the General Terms and Conditions. If there is any inconsistency between the General Terms and Conditions and Parts B onwards, Parts B onwards will prevail.
Your use of the CoreLogic Services is conditional on your accepting this Licence. By downloading, installing, copying or otherwise using the CoreLogic Services, you accept and agree to be bound by the terms of this Licence. Acceptance binds you and all of your employees to the terms and conditions of the Licence. If you do not accept those terms and conditions then do not download, install, copy or use the CoreLogic Services.
If you have provided credit card details on the CoreStore, Part K below applies.
If you have provided direct debit details on the CoreStore, Part L below applies.
Part A - General Terms and Conditions
A1. LICENCE TERM
A1.1 This Licence will commence on the Effective Date and will continue for the Initial Period.
A1.2 This Licence will automatically renew for further periods of 1 year (Renewal Period) unless a party gives the other party notice of its intention not to renew at least 90 days before the end of the Initial Period.
A1.3 After the end of the Initial Period, the Customer can terminate this Licence in accordance with clause A18.
A2.1 CoreLogic grants to the Customer a non-exclusive, non-transferable, non-sublicensable limited licence during the Initial Period and each Renewal Period (if any) to access and use the CoreLogic Services solely for the Customer’s internal business purposes in the Territory.
A3. RESTRICTIONS ON LICENCE
A3.1 The Customer must use the CoreLogic Services and Product Data strictly in accordance with the Licence terms.
A3.2 The Customer must use the CoreLogic Services and the Product Data solely for the purpose for which they are intended, and in accordance with all Laws.
A3.3 Except as expressly permitted under this Licence or to the extent permitted by Law, the Customer and its employees, agents and contractors must not:
(a) decompile, disassemble, reverse compile or otherwise reverse engineer all or any portion of the CoreLogic Services, including any source code, object code, algorithms, methods or techniques used or embodied therein;
(b) modify, duplicate or create any derivative works based upon the CoreLogic Services or the Product Data;
(c) distribute, resell, disclose, market, publish, rent, lease, assign, incorporate into any database, sublicense or otherwise transfer any Product or Product Data in any form to any third party, or use the CoreLogic Services or the Product Data on behalf of or for the benefit of any third party;
(d) remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the CoreLogic Services or the Product Data;
(e) data mine, scrape, crawl, email harvest or use any process or processes that send automated queries to the CoreLogic Services or the Product Data;
(f) incorporate any portion of the CoreLogic Services or the Product Data into any other materials, products or services that are not intended for the Customer’s internal business use; and
(g) use, or offer to use, the CoreLogic Services or any Product Data for or in connection with any Direct Marketing activities (unless expressly provided for by this Licence) or with the intention of encroaching upon the privacy of an individual or otherwise breaching the Privacy Act as more specifically set out in clause A22.
A4. ACCESS TO CORELOGIC SERVICES
A4.1 The Customer will access the CoreLogic Services in the manner notified by CoreLogic to the Customer. If CoreLogic provides the Customer with (or allows the Customer to facilitate the generation of) any account, usernames and/or passwords, the Customer:
(a) bears sole responsibility for protecting all usernames and passwords;
(b) must not share or provide such usernames and passwords to any third party;
(c) will remain fully responsible and liable for any authorised or unauthorised use of any usernames and passwords; and
(d) will for security purposes change such usernames passwords periodically or as directed by CoreLogic.
A4.2 The Customer is fully responsible and liable for the acts or omissions of its employees, agents or contractors.
A4.3 If Permitted Users share usernames or passwords in contravention of this clause, each incidence of such sharing will constitute use of the CoreLogic Services by a person or entity other than the Customer within the meaning of clause A18.3.
A5. RIGHTS IN CORELOGIC SERVICES AND PRODUCT DATA
A5.1 CoreLogic is (or its third party service providers are) the sole and exclusive owner of all right, title and interest in and to the CoreLogic Services and the Product Data, including any and all creations, inventions and intellectual property rights contained or embodied within the CoreLogic Services and the Product Data.
A5.2 The Customer:
(a) acquires no rights in or to the CoreLogic Services or the Product Data, except for the limited licence in clause A2;
(b) must not, and must not permit any other person or entity to, infringe upon, harm or contest the validity or CoreLogic’s and its service providers’ ownership of the CoreLogic Services or the Product Data, or the creations, inventions and intellectual property rights contained or embodied within the CoreLogic Services and the Product Data;
(c) must not make copies (other than for back-up or disaster recovery purposes) or derivative works of the CoreLogic Services and the Product Data.
A6. CHANGES TO CORELOGIC SERVICES
A6.1 CoreLogic reserves the right to change or refine the features and functionality of the CoreLogic Services from time to time, although, subject to clause A6.2 below, the Products will during the term of this Licence retain at least the basic features described in the relevant Product Schedule.
A6.2 If CoreLogic decides to cease supporting or providing some or all basic features of a given Product forming part of the CoreLogic Services being provided to the Customer or to cease offering or providing the Product at all, CoreLogic will give the Customer notice of at least 90 days before ceasing to support or provide the said basic features or Product, in which case, without prejudice to any other rights the Customer may have under clause A18, the Customer shall be entitled to terminate this Licence (but only in respect of the said Product) by giving CoreLogic notice of at least 30 days commencing at any time during the said 90 day period.
A6.3 CoreLogic will not be obliged to provide access to CoreLogic Services or Product Data to the extent it is prohibited from doing so by Law or any of its agreements with its suppliers or service providers.
A7. CUSTOMER MATERIALS
A7.1 If the Customer provides any Customer Materials to CoreLogic, the Customer hereby grants to CoreLogic and its service providers a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, the Customer Materials.
A7.2 The Customer represents and warrants to CoreLogic and its service providers that:
(a) it has the right to grant the licences referred to above, in and to the Customer Materials;
(b) the Customer Materials do not and will not infringe the rights of any third parties, CoreLogic and its service providers, including, without limitation, intellectual property rights; and
(c) that the Customer Materials are free of worms, viruses, trojan horses, malware and any other disabling code.
A7.3 The Customer represents and warrants to CoreLogic that it will abide by all applicable Laws, rules and regulations for Customer Materials posted to CoreLogic’s website, including any Personalised Minisite, or entered into the CoreLogic Services.
A7.4 Because the Customer Materials are not in any way developed or provided by CoreLogic, CoreLogic will not be responsible to check or verify any Customer Materials nor assess it for suitability for any purpose. Accordingly, any use of or reliance by the Customer upon anything contained in the Customer Materials will be at the Customer’s own risk.
A7.5 To the extent the Customer Materials include any Personal Information, the Customer warrants that it has obtained consent and authority from the relevant individuals to use and disclose any such Personal Information as contemplated in this Licence, and that use of the Customer Materials will not put CoreLogic in breach of the Privacy Act.
A7.6 CoreLogic may in its discretion remove or refuse to distribute or publish in or within its Products or on any Personalised Minisite any Customer Materials which breach this Licence.
A7.7 CoreLogic reserves the right to:
(a) notwithstanding anything else contained in this Agreement, store any and all data (including Customer Materials) using cloud storage technology; and
(b) measure, tag and/or track the Product Data and any other data or materials from CoreLogic (and any use of them), and to disclose Customer Materials to CoreLogic’s suppliers (under terms of confidentiality) for the purposes of doing so, including for billing purposes and/or to determine interest in certain areas and identify usage patterns.
A8.1 The Customer will pay the fees set out in the Product Schedule (Fees). All Fees, when paid, are non-refundable, even if the Customer stops using the CoreLogic Services or the Product Data.
A8.2 Except as expressly provided for in the Product Schedule, all CoreLogic Services are GST exclusive. If provision of the CoreLogic Services under this Licence is subject to GST, the Customer must pay to CoreLogic an additional amount equal to the relevant fee multiplied by the applicable GST rate. Such additional amount is payable at the same time as the related fee. CoreLogic will provide the Customer with a Tax Invoice on a periodic basis and in any event in accordance with the GST Law.
A8.3 CoreLogic may at its discretion increase the Fees for or during any Renewal Period by providing the Customer written notice of its intention to do so at least 30 days prior to the application of the increase. On receiving a notice of a Fee increase from CoreLogic, the Customer may terminate this Licence by giving CoreLogic written notice within 30 days of its receipt of the notice of Fee increase.
A8.4 Any amounts not paid to CoreLogic when due will be subject to simple interest equal to 10% per annum, calculated on a daily basis.
A9. LIMITED WARRANTY
A9.1 CoreLogic represents and warrants that the CoreLogic Services will have those features described in the Product Schedule or relevant Product Module, and that it will use commercially reasonable efforts to ensure that the CoreLogic Services are accessible in accordance with this Licence. If this warranty is breached, CoreLogic’s only obligation (and its service providers’ only obligation) is to use commercially reasonable efforts to modify, correct or provide access to the CoreLogic Services.
A10. ALL OTHER WARRANITES EXCLUDED
A10.1 To the fullest extent permitted by Law (subject to clause A10.3), all other warranties are excluded.
A10.2 CoreLogic and its service providers expressly disclaim all warranties:
(a) that the CoreLogic Services or the Product Data will meet the Customer’s requirements or be fit for any particular purpose;
(b) that the CoreLogic Services or the Product Data will be error-free;
(c) that, if the CoreLogic Services and Product Data are accessed via the CoreLogic’s website, CoreLogic’s website will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure;
(d) that, if the CoreLogic Services include software installed by CoreLogic, the software will be secure, timely, uninterrupted or error-free, will operate in combination with any other hardware, software, system or data, or will meet the Customer’s requirements or expectations;
(e) that any data stored by CoreLogic will be accurate, reliable or secure;
(f) that errors or defects will be corrected, although CoreLogic will endeavour to correct errors within a reasonable time;
(g) related to the correctness, accuracy, reliability of the CoreLogic Services or the resulting Product Data (or otherwise);
(h) that the CoreLogic Services will be free of viruses or other harmful components, although CoreLogic will use reasonable endeavours to ensure that the CoreLogic Services will be free of viruses;
(i) that the statistical methods on which any of the CoreLogic Services are based use appropriate or accurate assumptions, are fit for the Customer’s particular purpose or are otherwise suitable for the Customer’s use; or
(j) that the performance of the CoreLogic Services will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by the CoreLogic’s third party suppliers.
A10.3 To the extent that the Competition and Consumer Act 2010 (Cth) implies any warranties under this Licence, then CoreLogic’s liability (and that of its service providers) in respect of those implied warranties is limited:
(a) in the case of goods, to any one or more of the following (as CoreLogic and its service providers may in their discretion determine):(i) the replacement of the goods or the supply of equivalent goods;(b) in the case of services, to any one of the following (as CoreLogic and its service providers may in their discretion determine):
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; or(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again, except as expressly provided elsewhere in this Licence.
A10.4 The CoreLogic Services are of a general nature and should not be construed as specific advice or relied upon in lieu of appropriate professional advice.
A10.5 The CoreLogic Services do not constitute an appraisal of the subject property. They should not be relied upon in lieu of an appraisal or underwriting process. The accuracy of the methodology used to develop the Product Data generated by the CoreLogic Services, the existence of the subject property, and the accuracy of the predicted value and all rule sets provided are estimates based on available data and are not guaranteed or warranted. The condition of the subject property and current market conditions can greatly affect the validity of the CoreLogic Services and the Product Data. Any Product Data generated does not include a physical inspection of the subject property or a visual inspection or analysis of current market conditions by a licensed or certified appraiser, which is typically included in an appraisal.
A10.6 Any estimated reconstruction cost produced by use of the Product Data is not intended to replace a professional valuation of improvement replacement costs through an appropriately qualified person (such as a valuer or quantity surveyor) as the Product Data does not take into account the scope for variations in construction costs due to matters such as the quality and complexity of a replacement or repair item, the location and market conditions, fluctuations in availability of materials or construction cost information and the delivery and lead time and does not include any allowance for costs associated with content removal costs, landscaping costs, temporary rental costs and the costs of rectifying damage caused during any demolition and construction phases to the land or improvements of the property.
A10.7 Forecast Data must not be relied upon as an accurate prediction of future market performance or construed as advice. Forecast Data does not take into account future market conditions or individual circumstances. The Customer should exercise its own skill and judgment when considering investment decisions and seek professional advice where appropriate. Forecast Data is current only at the date of publication or supply and may change over time. CoreLogic expressly excludes any warranties and representations that Forecast Data is an accurate prediction of future market performance.
A11. THIRD PARTY AGREEMENTS
A11.1 The Customer acknowledges that it has read, understands and agrees to any additional terms, conditions and limitations imposed by CoreLogic’s third party suppliers that are set out in the relevant Product Modules or notified to the Customer.
A11.2 The Customer acknowledges that CoreLogic has entered into licensing agreements for the use of data with various third party data suppliers (Third Party Agreements), and as such CoreLogic is bound by certain contractual obligations. The Customer agrees:
(a) to comply with and/or accept responsibility for CoreLogic’s obligations expressed or implied in those Third Party Agreements, as notified to the Customer;
(b) that a relevant Third Party Agreement may expire or terminate during the period of this Licence, or that suppliers under a Third Party Agreement may cease to provide the relevant services, products or data for any reason or direct CoreLogic to alter the way in which the CoreLogic Services are provided; and that in such circumstances:(i) CoreLogic will not be required, nor have any obligation, to provide some or all of the CoreLogic Services to the Customer; and
(ii) CoreLogic will have no liability for any failure to provide the CoreLogic Services to the Customer.
A12. LIMITATION OF LIABILITY
A12.1 The Customer assumes the risk in using the CoreLogic Services and the Product Data, as well as total responsibility for establishing such procedures for data backup and virus checking as the Customer considers necessary.
A12.2 To the maximum extent permitted by Law, in no event (including without limitation in the event of liability under clause A22) will CoreLogic’s and its service providers’ aggregate liability to the Customer for any causes whatsoever exceed the lesser of ten thousand dollars (AUD$10,000) and the amount of Fees actually paid by the Customer to CoreLogic under this Licence.
A12.3 To the maximum extent permitted by Law, in no event will CoreLogic or its service providers be liable for:
(a) any Consequential Loss; or
(b) damages for any loss of profits or revenue, loss resulting from interruption of business or loss of use or data, arising out of or relating to this Licence, however caused, even if CoreLogic and its service providers have been advised of or should have known of the possibility of such loss.
A13. THIRD PARTY CLAIMS
A13.1 CoreLogic will defend, or at its option settle, any third party claim or suit brought against the Customer on the basis that the Customer’s use of the CoreLogic Services as permitted under this Licence, infringes any of such party’s Australian patents or copyrights, and will pay any final judgment entered against the Customer or any settlement of such claim or suit.
A13.2 CoreLogic’s obligations in this clause are subject to the following conditions:
(a) the Customer promptly notifies CoreLogic in writing of any allegation of infringement, and fully cooperates with CoreLogic, at CoreLogic’s reasonable cost, in the defence or settlement of such claim or suit;
(b) the Customer makes no admissions;
(c) the Customer at CoreLogic’s request allows CoreLogic or its representatives to solely conduct and/or settle all negotiations and litigation; and
(d) any costs incurred and recovered in such negotiations and litigation will be to the account of CoreLogic and/or its assignee.
A13.3 If any part of the CoreLogic Services or the Product Data is, or in CoreLogic’s opinion may become, subject of any claim or suit for any infringement, CoreLogic may at its own expense and option modify or replace the affected CoreLogic Services or Product Data so that it is non-infringing, or obtain for the Customer the right to continue using the affected CoreLogic Services or Product Data. If neither of those options is in CoreLogic’s opinion commercially reasonable, CoreLogic may terminate this Licence with immediate effect, after which time the Customer’s use of the affected CoreLogic Services or Product Data will be at the Customer’s sole risk.
A13.4 CoreLogic’s obligations under this clause:
(a) will not apply to, and the Customer will indemnify and hold CoreLogic and its service providers harmless from, any claim based upon use of any CoreLogic Services or any Product Data in combination with any equipment, services, data, algorithms, models, indices, tools and/or products not supplied by CoreLogic or its service providers, if the alleged infringement would not have occurred but for such use;
(b) will not apply to, and the Customer will indemnify and hold CoreLogic and its service providers harmless from, any claim relating to Customer Materials, including CoreLogic’s and its service providers’ use of Customer Materials as permitted under this Licence; and
(c) are limited as to quantum as set out in clause A12.
A14.1 The Customer will follow all reasonable instructions that CoreLogic gives about the use of the CoreLogic Services and Product Data.
A15. RECORDS, RIGHT TO INSPECT AND AUDIT
A15.1 The Customer must maintain complete and accurate records of the Customer’s use of the CoreLogic Services and the Product Data.
A15.2 The Customer:
(a) grants CoreLogic and its licensees for that purpose, upon notice to the Customer of at least seven days, the right to inspect and/or audit the Customer’s records and/or system in order to assess the Customer’s compliance with this Licence; and
(b) must co-operate with any investigation concerning the use by the Customer of the CoreLogic Services or Product Data.
A15.3 Without limiting the generality of clause A15.2 above, CoreLogic may within its sole discretion monitor all Product Data and the Customer’s use of the Product, including without limitation by accessing Product logs, but will not access the Customer’s systems for that purpose without giving notice in accordance with clause A15.2 above.
A16.1 The CoreLogic Services may incorporate Google Maps software provided by Google Inc. Where Google Maps software is incorporated into the CoreLogic Services the Customer agrees to be bound by:
(a) the “Google Maps Terms and Conditions”; and
(b) the “Google Maps Legal Notices” (together the Google Terms).
A16.2 If the Customer breaches the Google Terms, the Customer will indemnify and hold CoreLogic and its service providers harmless from any claim whatsoever by Google Inc. relating to the Customer’s breach of the Google Terms.
A17.1 No Confidential Information may be disclosed by the Customer to any person or entity except:
(a) employees of the Customer requiring the information for the purposes of this Licence who:(i) are aware of the confidentiality obligations imposed in this clause A17; and(b) to the extent the Customer is required to do so by Law; or
(ii) have entered into written confidentiality agreements with the Customer which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause A17;
(c) to the extent the Customer is required to do so in connection with legal proceedings relating to this Licence.
A17.2 Subject to its rights under this Licence, no Confidential Customer Information may be disclosed by CoreLogic to any person or entity except:
(a) employees of CoreLogic requiring the information for the purposes of this Licence who:(i) are aware of the confidentiality obligations imposed in this clause A17; and(b) to the extent CoreLogic is required to do so by Law; or
(ii) have entered into written confidentiality agreements with CoreLogic which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause A17;
(c) to the extent CoreLogic is required to do so in connection with providing the CoreLogic Services or Products under, or in connection with legal proceedings, relating to this Licence.
A17.3 The Customer must not use Confidential Information, and CoreLogic must not use Confidential Customer Information, except for the purpose of exercising their respective rights or performing their respective obligations under this Licence.
A17.4 Clauses A17.1, A17.2 and A17.3 do not apply to Excluded Information.
A17.5 Notwithstanding clauses A17.1, A17.2 and A17.3, the Customer may disclose parts of the Product Data, or conclusions or summaries of information based on the Product Data, provided that the Customer has first obtained CoreLogic’s prior written consent for such disclosure and the Customer gives CoreLogic credit as the source of the underlying data in a manner reasonably instructed by CoreLogic.
A17.6 The parties will each take any action that is necessary to prevent or remedy any breach of that party’s confidentiality obligations or other unauthorized disclosure of Confidential Information or Confidential Customer Information as the case may be.
A17.7 The Customer acknowledges that due to the unique nature of the Confidential Information, any breach by the Customer of its obligations under this clause A17 could result in irreparable harm to CoreLogic and its service providers for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, CoreLogic and its service providers will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies CoreLogic and its service providers may have at Law.
A17.8 CoreLogic acknowledges that due to the unique nature of the Confidential Customer Information, any breach by CoreLogic of its obligations under this clause A17 could result in irreparable harm to the Customer for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, the Customer will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies the Customer may have at Law.
A17.9 The Customer will not remove, alter, obscure or otherwise modify any trademark, copyright or other proprietary notice or legend or legal disclaimer placed on or contained within the Confidential Information.
A17.10 The Customer may not make press or other announcements or releases relating to this Licence or the transactions that are the subject of this Licence without CoreLogic’s prior written approval as to the form and manner of the announcement or release, unless and to the extent that the announcement or release is required to be made by the Customer by Law or by a stock exchange upon which the Customer is listed.
A17.11 Except as otherwise agreed or duly required by Law or any regulatory authority, no party will disclose the terms of this Licence to any person or entity other than its employees, accountants, auditors, financial advisers or legal advisers on a confidential basis.
A18. BREACH AND TERMINATION
A18.1 If the Customer (or its employees, agents or contractors) breaches any term of this Licence or is in breach of any payment obligation to CoreLogic under any agreement, CoreLogic may, at its election, do one or any of the following:
(a) suspend or terminate the Customer’s access to the CoreLogic Services or Product Data (or any services or data provided by CoreLogic under this Licence or otherwise) immediately upon written notice to the Customer;
(b) commence proceedings against the Customer for any loss or damage CoreLogic suffers as a result of the breach;
(c) refer the matter (including the Customer’s name and contact details) to any debt collector or other third party to assist CoreLogic in collecting any fee not paid to CoreLogic under the terms of this Licence, including conducting any consumer credit searches or listing the Customer with a credit reporting agency.
A18.2 CoreLogic and its service providers reserve the right to suspend or terminate the Customer’s access to the CoreLogic Services (or any other services or products provided by CoreLogic under this Licence or otherwise) in circumstances where:
(a) CoreLogic or its service providers reasonably believe that the Customer (which includes its agents or employees) has used or disclosed the CoreLogic Services, Product Data or other Confidential Information in a manner not permitted under this Licence or otherwise has materially breached this Licence; or
(b) an event of force majeure occurs that affects CoreLogic’s ability to provide the CoreLogic Services or Product Data.
A18.3 If any use is made of the CoreLogic Services or the Product Data by any person or entity other than the Customer and such use is attributed to the act or default of the Customer, then without prejudice to CoreLogic’s other rights and remedies, the Customer will immediately be liable to pay to CoreLogic an amount equal to the charges which such person or entity would have been obliged to pay had CoreLogic granted a licence to the unauthorised user at the beginning of the period of the unauthorised use.
A18.4 Either party has the right to terminate this Licence, by a written notice to the other party specifying the event or events in relation to which the notice is given, if:
(a) the other party becomes Insolvent; or
(b) the other party commits a breach of this Licence, and(i) the breach is material and not capable of being cured; or
(ii) if the breach is capable of being cured and the defaulting party fails to cure the breach within 30 days of being notified in writing of the breach by the party giving the notice (Rectification Period).
A18.5 If the Customer fails to rectify any breach within the Rectification Period, CoreLogic may, at its election, accept the Customer’s failure to rectify as:
(a) a repudiation of this Licence; and
(b) 90 days notice of the Customer’s intention to terminate this Licence in accordance with this clause A18 commencing from the date the Rectification Period expired.
A18.6 Following the Initial Period, either party may terminate this Licence, with or without cause, upon at least 90 days prior written notice to the other party. If the Customer delivers a written notice to terminate under this clause, it must also deliver payment (if it has not done so already) for the entire 90 days notice period.
A19. CONSEQUENCES OF TERMINATION
A19.1 If this Licence is terminated or expires, all of the Customer’s rights to use the CoreLogic Services and Product Data will immediately end, and the Customer will at its expense promptly return, or at CoreLogic’s election destroy, any copies of CoreLogic Services, Product Data and other Confidential Information that are either in the Customer’s possession or under the Customer’s control.
A19.2 Termination of this Licence will not act as a waiver of any breach of this Licence and will not act as a release of either party from any liability for breach of such party’s obligations under this Licence.
A19.3 A party’s termination of this Licence will be without prejudice to any other right or remedy that it may have, and will not relieve either party of any obligation or liability which arose prior to the effective date of such termination.
A19.4 The following clauses will survive any termination of this Licence: A5; A7; A8; A9; A10, A11.1, A12; A14; A16; A17; A18; A19; A20; A22; and A24.
A20. CUSTOMER INDEMNITY
A20.1 The Customer will indemnify and keep indemnified CoreLogic, its employees and consultants, and each of them, from and against all liabilities, damages, costs, loss or expense incurred by any of them in or arising out of any third party claim made against any of them to the extent that the third party claim arose out of any breach by the Customer of:
(a) clauses A2 or A3 above; or
(b) the rights of any third parties.
A21.1 All notices hereunder will be in writing addressed to the parties at their respective addresses notified to each other from time to time.
A21.2 Notice will be deemed given:
(a) in the case of hand-delivered mail upon delivery or in the case of mail upon written acknowledgment or receipt by an officer or other duly authorised employee, agent or representative or the receiving party (such receipt not to be unduly delayed or withheld);
(b) in the case of ordinary mail on the fourth day after the date of posting;
(c) in the case of email transmission upon the email being sent.
A21.3 A party may change its address for service of notices under this clause by giving written notification of the new address to the other party.
A22.1 The parties must ensure that they will and their employees, agents and contractors will comply with all Privacy Laws in respect of any Personal Information used, disclosed, stored or received in connection with this Licence.
A22.2 Subject to clause A22.1 and any express rights granted under this Agreement, a recipient of Personal Information (Recipient) under this Agreement must not (except to the extent required by Law) use or disclose any Personal Information supplied to it by the disclosing party (Discloser) under this Licence other than for the purposes of performing or exercising its rights and obligations under this Licence.
A22.3 Where a Recipient has reasonable grounds to believe an Eligible Data Breach has occurred (Notifying Party), the Notifying Party will:
(a) notify the Discloser in writing including all relevant details regarding the Eligible Data Breach as soon as practicable upon becoming aware of such a breach; and
(b) cooperate with the Discloser to minimise reputational damage or loss of goodwill, including liaising on communications with the affected individual(s) to minimise disruption or distress to the individual.
A22.4 The Recipient must co-operate and provide all reasonable assistance to the Discloser upon request in relation to:
(a) the resolution of any inquiry, request or complaint by an individual alleging any breach of any Privacy Laws or suspected breach of this Licence,
(b) the rights of individuals to access and correct Personal Information; and
(c) complying with its obligations under any Privacy Law in connection with any Personal Information disclosed to the Recipient by the Discloser under a Product Schedule, including in respect of an Eligible Data Breach, (each a Privacy Investigation), except to the extent that compliance with the direction would cause the Recipient to breach any Law (including Privacy Laws or applicable industry codes), obligation of confidence or contractual obligations.
A22.5 The Customer hereby consents to CoreLogic providing a written notice to an affected individual detailing the outcome of any Privacy Investigation that relates to the Customer’s use of the Product or Product Data.
A22.6 The Customer must notify CoreLogic immediately (by email to firstname.lastname@example.org) upon becoming aware:
(a) that the Customer may be required or authorised by Law to disclose or provide access to any Personal Information disclosed to the Customer by CoreLogic in connection with a Product Schedule;
(b) of any material complaint relating to the Customer’s non-compliance with the Privacy Laws in respect of Personal Information collected, use or disclosed in connection with a Product Schedule; or
(c) of any breach of this clause A22.
A23. GENERAL PROVISIONS
A23.1 No right under this Licence will be deemed to be waived except by notice in writing signed by the party to be bound.
A23.2 This Licence will be governed by and construed in accordance with the Laws in force in the State of Queensland. Each party submits to the non-exclusive jurisdiction of the courts of that place.
A23.3 Variations to this Licence will not be binding unless in writing signed by each party. Written acceptance includes email and online notification of a party’s acceptance.
A23.4 The Customer cannot assign this Licence without CoreLogic’s written consent, which will not be unreasonably withheld. CoreLogic may assign this Licence or any right or obligation under this Licence without the prior consent of the Customer, but will give notice to the Customer if this occurs.
A23.5 The Customer warrants that it has not relied:
(a) on any representation made by CoreLogic which has not been expressly stated in this Licence; or
(b) on the descriptions or specifications contained in any document or material produced or made available by CoreLogic.
A23.6 CoreLogic will not be liable for any failure to perform or delay in performing its obligations if the failure or delay results from circumstances beyond the control of CoreLogic (whether happening in the Territory or elsewhere), including acts of God, refusal of licence, refusal or revocation of any telecommunications organisation’s consent in respect of data communication equipment, government act, fire, explosion, accident, strike, industrial dispute, civil commotion or impossibility of obtaining material and/or data.
A23.7 If the whole or any part of a provision of this Licence is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. This clause has no effect if the severance alters the basic nature of this Licence or is contrary to public policy.
A23.8 Nothing contained or implied in this Licence makes one party the partner, agent, or legal representative of the other party for any purpose. Nothing in this Licence creates a partnership, agency or trust, and neither party has any authority to bind the other party.
A23.9 The rights and remedies provided in this Licence are in addition to other rights and remedies given by Law.
A24. DEFINITIONS AND INTERPRETATION
A24.1 In these General Terms and Conditions, unless the context requires otherwise, or unless otherwise provided in a relevant Product Schedule:
Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is delivered to the Customer before, on or after the date of this Licence, relating to the CoreLogic Services, product information services or the business, technology or other affairs of CoreLogic, including any Product Data, valuation and market share analyses, valuation models and tools, indices, programs or algorithms.
Confidential Customer Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is delivered to CoreLogic before, on or after the date of this Licence, relating to the Customer, its products, business, technology or other affairs.
Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages.
CoreLogic means RP Data Pty Ltd ABN 67 087 759 171 trading as CoreLogic Asia Pacific.
CoreLogic Services means the property information, data, analytics or services, Products, software and/or valuation products selected in the Product Schedule, support services and any other services being provided by CoreLogic to the Customer pursuant to the terms of this Licence.
Customer means you and any other parties for or on whose behalf you enter into this Licence
Customer Materials means any and all data, information, content, photographs, metadata and other materials provided or that may be supplied to CoreLogic by the Customer (or obtained by CoreLogic from the Customer), directly or indirectly, including any content posted or entered into any Product from time to time.
Direct Marketing means one to one marketing using personal details (eg: name, address, email address), normally supported by a database/resource, which uses one or more advertising media to affect a measurable response and / or transaction from a person and includes, but is not limited to, telemarketing, bulk email messaging, postal canvassing and list brokering.
Effective Date means the date and time that the Customer accepts these terms by either clicking “I accept” when indicated, by signing (electronically or otherwise) any Product Schedule provided by CoreLogic in relation to the CoreLogic Services, by taking any of the steps set out in a Product Schedule as being ways to accept these terms, or by installing or using any of the CoreLogic Services, whichever occurs first.
Eligible Data Breach has the meaning given to that term under clause 26WE of the Privacy Act in respect of Personal Information which is disclosed to or received by a Party under or in connection with this Agreement.
Excluded Information means Confidential Information which:
(a) is in or becomes part of the public domain other than through breach of this Licence or an obligation of confidence owed to CoreLogic;
(b) the Customer can prove, by contemporaneous written documentation, was already known to it at the time of disclosure by CoreLogic (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(c) the Customer acquires from a source other than CoreLogic where such source is entitled to disclose it.
Forecast Data means information and data forecasting or estimating future market performance which is a computer generated output from a mathematical model using available statistical and property data.
GST has the meaning given to that term in the GST Law.
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.
Initial Period means the initial period or term specified in the Product Schedule
Insolvent means, with respect to an entity, that such entity is or states that it is insolvent, is unable to pay its debts as they come due, is in liquidation, is under administration or has a controller appointed to its property, ceases conducting business in the normal course, is subject to any arrangement to protect itself from creditors or dissolves.
Law means common law, principles of equity, and laws made by parliament (laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).
Permitted Users means parties who have been allocated usernames and passwords in relation to CoreLogic Services in accordance with this Licence
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.
Personalised Minisite means a website attributed to and established by the Customer hosted by or through CoreLogic’s websites which displays the Customer’s profile and which the Customer may add new material to or regularly update by publishing content and narrative.
Privacy Laws means any legislation (or mandatory government policy, where applicable) enacted by State or Federal agencies in relation to privacy and includes the Privacy Act 1988 (Cth).
Product means the Product or Products defined in a Product Schedule.
Product Data means any data or results, including any property information, ownership information, sales information, prices, photographs, valuation or market share analyses, index results or alerts, contained within or provided through the CoreLogic Services.
Product Schedule means the schedule provided to the Customer separately in either hard or soft copy or online which is executed or accepted by or on behalf of the Customer which contains the Product identity and description, the fees payable and other material terms of the Customer’s right to use the Product.
Renewal Period has the meaning given in clause A1.
Tax Invoice has the meaning given to that term in the GST Law.
Territory means Australia and New Zealand.
A24.2 The headings in this Licence are for convenience of reference only and will not affect the interpretation hereof. The words “include” and “including” are not words of limitation. Words importing the singular number will include the plural and vice versa.
Part B - Special Terms for Data Products
THESE SPECIAL TERMS APPLY TO CUSTOMERS USING CORELOGIC DATA PRODUCTS: RP PROFESSIONAL, RP CLASSIC, CITYSCOPE, LEASE EXPIRY DIARY, PROPERTY INFORMATION MONITOR (INCLUDING REALTY AUCTIONEER AND COMMERCIAL REAL ESTATE MONITOR), MARKET TRENDS, AGENCY BENCHMARK REPORT, BLOCKBRIEF PREMIER, BLOCKBRIEF PREMIER PRO, CHINESE LANGUAGE REPORTS, DEVELOPERS INFILL REPORT, GREENFIELDS DEVELOPERS REPORT, MARKETING DIRECT, MEDIA MAXIMISER, MORTGAGE MARKET REPORT, PROSPECTOR, CORDELL CONNECT, CORDELL ESTIMATOR, RESIDEX STATE MARKET REPORTS, RESIDEX RESITRENDS REPORTS, RESIDEX PREDICTIONS REPORTS, RESIDEX BEST RENT REPORT, COMPARATIVE MARKET ANALYSIS REPORT, RESIDEX SUBURB REPORT, RESIDEX POSTCODE EXPLORER REPORT, RESIDEX INDEX REPORT and other data Products released by CoreLogic from time to time. (TOGETHER, THE DATA PRODUCTS).
B1. USE RESTRICTIONS AND PERMISSIONS – DATA PRODUCTS
B1.1 In addition to the restrictions set out in the General Terms and Conditions, the Customer and its employees, agents and contractors must not:
(a) use or distribute QVAS Identified Information for Direct Marketing or with the intention of encroaching upon the privacy of a Consumer; or
(b) use any LPI Personal Information within or comprising the CoreLogic Services or Product Data for any purpose other than appropriate and legal data verification purposes.
B1.2 Despite the General Terms and Conditions, the Customer may use the Product Data within the tab titled “Direct Marketing” in its RP Professional Product for Direct Marketing purposes, provided that:
(a) it does not use any other feature or aspect of the RP Professional Product (or any other CoreLogic product) for Direct Marketing purposes;
(b) the Customer prominently displays a notice as a part of each communication that a recipient may elect to no longer receive further communications from the Customer and display with the notice an address, number or other contact detail at which a recipient can easily contact the Customer, whether physically or electronically, in order for a recipient to communicate their election;
(c) the Customer notifies CoreLogic of any and all ‘opt-out’ requests or complaints they receive following use of the Direct Marketing tab by email to email@example.com;
(d) any Direct Marketing is in good taste and accord with generally recognised standards of high integrity and relates to the products or services which are within the Customer’s core business;
(e) the Customer must not disclose the Product Data or any part thereof (such as property attribute data, automated valuation data, etc.) to any third party including the recipients of any marketing communications; and
(f) the Customer complies with clause 1.1 above and all other statutory requirements around the use of marketing information including (but not limited to) the Do Not Call Register Act 2006 (Cth) and the Spam Act 2003 (Cth).
B1.3 The Customer must take all reasonable steps to:
(a) inform all of its employees or agents using the CoreLogic Services or Product Data within the Customer’s organisation of the permitted and prohibited uses outlined in the General Terms and Conditions and in these Special Terms; and
(b) ensure that its employees, agents and contractors comply with the General Terms and Conditions and these Special Terms.
B2. ACCESS TO DATA PRODUCTS AND PRODUCT DATA
B2.1 Unless otherwise stated in the Product Schedule, the Customer will access the CoreLogic Services via CoreLogic’s website or in the case of:
(a) Property Information Monitor (PIM) through the software (PIM Software) provided by CoreLogic and installed locally on the Customer’s network;
(b) Realty Auctioneer either through the PIM Software or in hard copy format provided by CoreLogic (at its discretion);
(c) Commercial Real Estate Monitor, in hard copy format provided by CoreLogic.
B2.2 The Customer will be responsible for obtaining access to CoreLogic Services, and for any and all costs and expenses in connection with accessing and using the CoreLogic Services, including Internet service provider fees, telecommunications fees, and the cost of any and all equipment (including hardware and software) used by the Customer in connection with its access and use of the CoreLogic Services.
B2.3 The Customer acknowledges that CoreLogic will have no obligation to assist the Customer in using or accessing the CoreLogic Services except as expressly provided in this Licence. For clarity, CoreLogic will not be liable for any delay, defect, deficiency and/or loss of service in connection with the CoreLogic Services or any loss caused by or on account of any of the following:
(a) equipment, data or services supplied by the customer or any third party; or
(b) any telecommunications organisation equipment or services (including any speeds or capabilities of such equipment or services) or any requirements of the telecommunications authority.
B2.4 Except in the case of the PIM Software, CoreLogic will not provide the Customer with any software, and all access to the CoreLogic Services will be via CoreLogic’s website, except to the extent expressly provided in the Product Schedule.
B3. CUSTOMER MATERIALS – PERSONALISED MINISITES
B3.1 The Customer warrants to CoreLogic that it will abide by all applicable Laws, rules and regulations for any Customer Materials posted to CoreLogic’s website, including any Personalised Minisite.
B3.2 CoreLogic does not monitor the content of the Customer Materials posted upon any Personalised Minisite and takes no responsibility for such content.
B3.3 CoreLogic reserves the right but will have no obligation to investigate the Customer’s use of any Personalised Minisite or any Customer Materials posted to CoreLogic’s website in order to:
(a) determine whether a breach of this Licence has occurred; and/or
(b) comply with any applicable Law, regulation, legal process or governmental request.
B4. USAGE/AUDIT ON USE – DATA PRODUCTS
B4.1 The Customer must assist CoreLogic and the QVAS Code Oversight Committee with any investigation into to a suspected breach of the General Terms and Conditions and/or these Special Terms. The Customer acknowledges that any refusal to cooperate in any such investigation may result in the Customer being added to the Register of Excluded Parties.
B4.2 Where CoreLogic or the QVAS Code Oversight Committee reasonably believe that the Customer has used or disclosed the CoreLogic Services or Product Data in a manner prohibited by the General Terms and Conditions and/or these Special Terms, CoreLogic may (of its own volition or at the direction of the QVAS Code Oversight Committee):
(a) suspend or terminate the Customer’s access to the CoreLogic Services;
(b) require the Customer to remove QVAS Identified Information from its data or any database;
(c) require the Customer to apologise to any party affected by the breach;
(d) require the Customer to undertake privacy training and /or Code of Conduct training; and
(e) require the Customer undertake remedial action including, but not limited to, changes to documentation, changes to business processes and / or corrective advertising.
B5. GOVERNMENT SUPPLIER TERMS
B5.1 Where the Product contains data (VA Data) supplied by the Western Australia Land Information Authority (Landgate), the Customer further agrees that it:
(a) will only use the VA Data for its personal or business purposes and will not sell, license, hire, let, trade or expose for sale the VA Data or part thereof;
(b) will not use the VA Data for the purposes of direct marketing, being any activity which makes it possible to offer goods or services or to transmit other messages to a third party aimed at informing or soliciting a response from the third party, as well as any service ancillary to the same;
(c) acknowledges that the VA Data is derived from Landgate’s location information, © Western Australian Land Information Authority (Landgate). Landgate owns all copyright in the location information which is protected by the Copyright Act 1968. Apart from any use as permitted under the fair dealing provisions of the Copyright Act 1968, all other rights are reserved and no location information, or part thereof, may be reproduced, distributed, commercialised or re-used for any other purpose without the prior written permission of Landgate;
(d) acknowledges that the location information that the VA Data is derived from is provided by Landgate in good faith on an “as is” basis. While Landgate has made every effort to ensure the accuracy, reliability, completeness and suitability of the location information, Landgate does not give any guarantee or take any responsibility or accept any liability (including without limitation, liability in negligence) arising from or connected to any errors or omissions in the location information. Landgate accepts no responsibility and disclaims all liability for any losses, damages or costs as a result of the use or reliance on the location information. Reliance should only be placed on the original source documents such as the certificate of title and survey plan available from Landgate. It is strongly recommended that users exercise their own skill and care with respect to the use of the location information, and before relying on the location information, users should carefully consider its relevance to their purpose and obtain any professional advice appropriate to their particular circumstances;
(e) acknowledges that areas and dimensions shown in location information and VA Data may be approximate values only. Refer to official registered documents, survey plans, diagrams etc available from Landgate for accurate area, dimensions and other information;
(f) acknowledges that the location information that the VA Data is derived from may be subject to privacy legislation and contractual restriction on its publication. Landgate takes no responsibility for any breach of privacy legislation by any person in relation to the location information.
B5.2 Where the Product contains data (Qld Data) supplied by any department or authority of the State of Queensland (Qld Authority), the Customer further agrees that:
(a) it has no rights of ownership in the Qld Data;
(b) the Qld Authority is the owner of the intellectual property rights including copyright in and to the Qld Data or has the right to make it available under licence arrangements, and has made a licence arrangement with CoreLogic;
(c) the Qld Authority gives no warranty in relation to the Qld Data (including accuracy, reliability, completeness, currency or suitability) and accepts no liability (including, without limitation, liability in negligence) for any loss, damage or costs (including consequential damage) relating to any use of the Qld Data;
(d) it will not use the Qld Data with the intention of encroaching upon the privacy of an individual or for Direct Marketing, and will comply with the Privacy Laws; and
(e) it will only use the Qld Data received from CoreLogic for its own personal use or in he ordinary course of its business, and that it is not a business acting as a reseller of any products derived from or based on the Qld Data.
B6. DEFINITIONS – DATA PRODUCTS
Code Oversight Committee means the committee established to administer the QVAS Code of Conduct.
Consumer means an individual whose Personal Information appears in any field in the QVAS Database.CoreLogic website means the website maintained by CoreLogic through which the Customer accesses the CoreLogic Services, Products and/or Product Data, as the case may be.
Direct Marketing means one to one marketing using personal details (eg: name, address, email address), normally supported by a database/resource, which uses one or more advertising media to affect a measurable response and / or transaction from a person and includes, but is not limited to, telemarketing, bulk email messaging, postal canvassing and list brokering.
LPI Personal Information means information or opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained from the information or opinion which CoreLogic sources from the Land and Property Information group of the Department of Lands, State of New South Wales or other similar departments in other States or Territories.
QVAS Code of Conduct means code of conduct established by the State of Queensland (Department of Environment and Resource Management) to (amongst other objectives) mandate a high degree of privacy protection for bulk data access to QVAS Identified Information.
QVAS Database means the Queensland Valuation and Sales System (QVAS) database administered by the Department of Environment and Resource Management (DERM) or any successor agency that takes responsibility for the management of the QVAS Database.
QVAS Identified Information means the details of any identified Consumer in the QVAS Database limited to the name and service address of the vendor and / or purchaser. For the avoidance of doubt QVAS Identified Information does not include the property address and transaction details.
Register of Excluded Parties means a register maintained by the Code Oversight Committee of parties (whether organisations or individuals) who are prohibited from receiving access to the QVAS Database from CoreLogic or any other broker supplying QVAS data to customers.
Part C - Product Module 1 – ADLForms
ADL means ADL Software Pty Ltd.
ADLForms means the electronic forms program used to print forms and the service provided, including the separate program ADLInspect and its associated service.
Office means a premises or site in one geographical location only.
Registered User means the Customer once accepted by ADL as a registered user.
C2. REGISTRATION AND DURATION
C2.1 ADL or CoreLogic shall record the Customer as a registered user of ADLForms, supply the Customer with download and installation Instructions and make available to the Registered User any upgrades during the term of this Licence. The Customer will be entitled to unlimited use of ADLForms for the duration of the Licence for the one Office for which the Licence is granted.
C2.2 A Registration is for one Office only, and if the Customer has more than one Office and produces forms for more than one Office, each Office must pay a separate registration fee.
C3. LIMITATION OF LIABILITY
C3.1 The Customer acknowledges that:
(a) ADL and CoreLogic provide ADLForms for general real estate use and in so doing give no warranty (express or implied) as to the suitability of ADLForms for particular use;
(b) before using ADLForms, it is incumbent upon the Customer to have or obtain a thorough understanding of the legally appropriate use of ADLForms and, where appropriate, legal advice should be obtained;
(c) neither ADL nor CoreLogic, in providing access to ADLForms, are providing legal or professional advice of any nature;
(d) neither ADL nor CoreLogic will be liable under or in connection with this Licence for any actual, incidental, contingent, punitive, special or consequential damages or loss of profits or revenues arising directly or indirectly from or out of the incorrect or unsuitable use of ADLForms by the Customer, including use of any ADLForms that are not compliant with relevant Laws at the time they are used by the Customer.
C4.1 Support from CoreLogic or in some circumstances ADL will be available from Monday to Friday (excluding Public Holidays) between the hours of 9:00am and 5:00pm (Eastern Standard Time and Daylight Savings Eastern Standard Time). During these hours of operation the Customer shall be entitled to contact CoreLogic (or where requested by CoreLogic, ADL) for support limited to the use of the ADLForms software which does not include data entry. The Customer acknowledges that any issues arising outside these times will not be addressed until CoreLogic’s or ADL’s, as the case may be, office is next attended.
C4.2 In providing remote technical support in accordance with this License Agreement, CoreLogic, ADL and/or their respective technicians do not collect data from Customer’s computers unless by the Customer’s express permission and then only where the data is required to assist ADL or CoreLogic to understand or rectify any issues with the ADLForms software.
C5. FORMS DATA
C5.1 The Customer acknowledges that:
(a) the ADLForms software is a client-based service (not web-based); and
(b) ADL and CoreLogic will not necessarily, and are not required to, store or back up ADLForms information nor copy or transfer such information.
C5.2 It is the Customer’s responsibility to:
(a) ensure that its own data and information in respect to ADLForms (ie. Customer’s saved forms and form definition files supplied by ADL) is kept secure; and
(b) regularly back up such data and information, in particular, files with extensions of .fm, .frm, .frt, .lst, .cbl, .pdf and all image files provided or generated by ADLForms.
C5.3 Neither ADL nor CoreLogic will be liable for any loss of information or computer/technical failure.
C6. PROPERTY RIGHTS
C6.1 The Customer acknowledges that ADL is the absolute owner or the licensee of all property rights including intellectual property rights in the software and data comprising ADLForms. The Customer agrees that they acquire no property rights in the software, data or Information provided to them pursuant to this Licence.
C7. PERSONAL INFORMATION
C7.2 The Customer authorises ADL and CoreLogic to collect & collate usage statistics in relation to any ADL product or service utilized under this Licence, subject to the provisions of the Privacy Act 1988.
C8.1 CoreLogic may provide under this Licence:
(a) updates to ADLForms and provided forms as required, from time to time, via the internet;
(b) a full schedule of forms changes history available on the ADL website.
C8.2 ADLForms requires an active Internet connection for CoreLogic to be able to provide the things referred to in clause C8.1(a) above (ie. ADLForms must be able to connect to the Internet, for the purpose of downloading relevant software and forms updates, whenever it is executed by the Customer on any computer). It is the Customer’s responsibility to ensure that such active Internet connection is made available to ADLForms. This requirement applies to all computers where the Customer installs ADLForms.
C8.3 The Customer will ensure that a current email address is provided to CoreLogic at all times so that CoreLogic may advise the Customer of any relevant changes to their services.
Part D - Product Module 2 – Tenders Online
IN ADDITION TO THE GENERAL TERMS SET OUT IN PART A, THESE SPECIAL TERMS ALSO APPLY TO CUSTOMERS USING THE PRODUCT, TENDERS ONLINE
Customer Materials means any and all data, information, content, photographs, metadata and other materials provided or that may be supplied to CoreLogic by the Customer or any Permitted User (or obtained by CoreLogic from the Customer), directly or indirectly, including any content posted or entered into any Product from time to time and includes any information, documentation or other content submitted or uploaded to Tenders Online and includes the Publically Awarded Tender Information.
Permitted User means parties who have been allocated usernames and passwords in relation to CoreLogic Services in accordance with this Licence and in the case of Tenders Online, includes Registered Users, Subscribers and Tendering Authorities.
Publically Awarded Tender Information means any information relating to the awarding of a procurement contract that is publically advertised entered into the Tenders Online system. This information may include, but not limited to, the details of the awarded contractor, contract value, contract length and evaluation criteria.
Registered User means a user who has registered an account with Tenders Online to access and view documents which are made publically available by the Tendering Authority but excludes any Subscriber.
Subscriber means a Customer who has purchased a subscription to Tenders Online and has full access to all publically available tenders.
Tenders Online means the website that researches and reports on all publicly available procurement opportunities and allows Tendering Authorities to publish tenders and invite responses for tenders electronically and allows Registered Users and Subscribers to respond to tender requests electronically either through the Tendering Authority’s nominated procurement portal, or by any other means as specified by the Tendering Authority.
Tendering Authority means a party that publishes a tender on Tenders Online and invites responses from participants.
D2. ACCESS TO AND USE OF TENDERS ONLINE
D2.1Tender Close Dates. When submitting a response to a tender published using Tenders Online, Registered Users and Subscribers acknowledge and agree that:
(a) responses must be submitted prior to the deadline advertised by the Tendering Authority; and
(b) any response submitted outside the deadline advertised by the Tendering Authority will be excluded from the tender process, unless approved by Tendering Authority’s Chief Executive Officer.
D2.2 Material available through or posted on Tenders Online. You as a Permitted User acknowledge and agree that:
(a) any material published in or provided through Tenders Online must only be used for the purposes of tendering and must not be reproduced or used in any manner which breaches clause A3 of this Licence without CoreLogic’s prior written consent;
(b) CoreLogic is not the author of and does not warrant the accuracy, integrity or legality of any Customer Materials published in or provided through Tenders Online posted by other parties as part of the tendering process facilitated by Tenders Online;
(c) CoreLogic is not responsible for and accepts no responsibility and disclaims all liability for any losses, damages or costs as a result of the use, misuse of or reliance on any material (including any Customer Materials) published in or provided through the Tenders Online;
(d) any reliance by the Customer or any other Permitted User upon any materials (including any Customer Materials) posted by other parties as part of the tendering process facilitated by that Product is at the Permitted User’s own risk;
(e) CoreLogic does not warrant that there will be any or any adequate responses to any tender requests submitted by the Tendering Authority;
(f) CoreLogic does not warrant that any responses submitted by any Permitted User to any tender requests lodged by other parties via Tenders Online will be accepted or acknowledged;
(g) it will not post to Tenders Online or any facilities utilized by it, nor to any other CoreLogic facilities, any obscene, harassing, pornographic, defamatory or otherwise unlawful material nor allow any of its employees or agents to do so.
D3. CUSTOMER MATERIALS
D3.1 This clause D3 applies to any Customer Materials provided by the Customer or Registered User of Tenders Online to CoreLogic. For the avoidance of doubt, this clause D3 replaces and applies instead of clause A7 of the Part A -General Terms.
D3.2 The Customer and You as a Permitted User hereby grants to CoreLogic and its service providers a non-exclusive and right and limited licence to:
(i) use, reproduce, publish and display (publicly or otherwise), the Customer Materials for the purposes of the tendering process facilitated by Tenders Online; and
(ii) use, reproduce, re-publish and display (publicly or otherwise) adapt, make derivative works of, and otherwise commercialise and exploit the Publically Awarded Tender Information in its products and services, in particular to enhance and improve Tenders Online.
D3.3 The Customer and You as a Permitted User represent and warrant to CoreLogic and its service providers that:
(a) it has the right to grant the licences referred to above, in and to the Customer Materials;
(b) the Customer Materials do not and will not infringe the rights of any third parties, CoreLogic and its service providers, including, without limitation, intellectual property rights;
(c) to the extent the Customer Materials include any Personal Information, that you have obtained consent and authority from the relevant individuals to use and disclose any such Personal Information as contemplated in this Licence, and that use of the Customer Materials will not put CoreLogic in breach of the Privacy Act
(d) that the Customer Materials are free of worms, viruses, trojan horses, malware and any other disabling code.
(e) You will abide by all applicable Laws, rules and regulations for Customer Materials posted on Tenders Online.
Part E - Special Terms for Education Courses
THESE SPECIAL TERMS APPLY TO CUSTOMERS THAT RUN EDUCATIONAL COURSES APPROVED BY CORELOGIC
E1. CUSTOMER RESPONSIBLE FOR STUDENT USE
E1.1 The Customer will be fully responsible for any act or omission of any of its students approved by CoreLogic to use CoreLogic Services or Product Data (Students).
E1.2 Every Student is an agent of the Customer, and each reference to the Customer in this Licence Agreement is also a reference to each Student accessing the CoreLogic Services or Product Data through the Customer.
E2.1 The Customer must not allow a Student to access or use the CoreLogic Services or the Product Data until the Student has agreed to be bound by this Licence Agreement in writing. If the Customer breaches this clause, the Customer will indemnify and hold CoreLogic and its third party service providers harmless from any claim whatsoever relating to the Students’ access to or use of the CoreLogic Services or Product Data.
E2.2 The Customer and Students can only use the CoreLogic Services or Product Data (or other Confidential Information) stipulated in the Product Schedule.
E3.1 Subject to the terms of this Licence and the Customer’s performance of its obligations, CoreLogic grants to the Students a non-exclusive, non-transferable, non-sublicensable limited licence during the Initial Period and each Renewal Period (if any) to access and use the CoreLogic Services and the Product Data in the Territory, within the Customer’s enterprise only and solely for the Customer’s educational course in the Territory.
E3.2 The Customer and Students agree to use the CoreLogic Services and Product Data solely for the educational course for which they are intended, and in accordance with all Laws. The Customer and its Students must not use the CoreLogic Services or Product Data in breach of the General Terms and Conditions or any applicable Product Module.
E4.1 The Customer must not charge Students any fee for access to the CoreLogic Services or Product Data. Unless otherwise approved by CoreLogic in writing, the Students must only be charged a single course fee by the Customer which includes access to the CoreLogic Services or Product Data.
E5. BREACH AND TERMINATION
E5.1 If any use is made of the CoreLogic Services or Product Data by any Student contrary to clause E3.2 above, then without prejudice to CoreLogic’s other rights and remedies, the Customer or Student will immediately be liable to pay to CoreLogic an amount equal to the charges which the Customer or Student would have been obliged to pay had CoreLogic granted a licence for such use at the beginning of the period of such use.
E5.2 Where a Student has a pre-existing licence to use the CoreLogic Services or Product Data and the Student terminates their licence due to default of the Customer, then without prejudice to CoreLogic’s other rights and remedies the Customer will immediately be liable to pay to CoreLogic an amount equal to the charges which that Student would have been obliged to pay had the Student not terminated their licence to use the CoreLogic Services or Product Data.
Part F - Special Terms for CoreLogic Non-Mortgage Desktop Reports
THESE SPECIAL TERMS APPLY TO CUSTOMERS LICENCING CORELOGIC NON-MORTGAGE DESKTOP REPORTS
F1. DESCRIPTION OF CORELOGIC SERVICES
F1.1 In consideration for the Fees, CoreLogic will supply a CoreLogic Non-Mortgage Desktop report upon request in accordance with this Licence.
F1.2 A CoreLogic Non-Mortgage Desktop is a report prepared by a Desktop Supplier using a CoreLogic Valuation Platform:
(a) remotely via desktop computer or mobile device or similar without performing a physical inspection of the Subject Property;
(b) in reliance on the Desktop Request, Required Information and other Product Data available through the CoreLogic Valuation Platform;
(c) that produces an Indicative Assessment of the Subject Property;
(d) prepared for the Permitted Purpose only, (CoreLogic Non-Mortgage Desktop).
F2. PERMITTED PURPOSE
F2.1 A CoreLogic Non-Mortgage Desktop report may only be used by the Customer for the purposes of obtaining an Indicative Assessment of the estimated value of an In-scope Property for non-mortgage purposes only.
F2.2 The Customer acknowledges and agrees that a CoreLogic Non-Mortgage Desktop must not be used by the Customer for purposes in connection with:
(a) obtaining a mortgage over the Subject Property;
(b) writing loans secured against the Subject Property;
(c) obtaining mortgage insurance;
(d) Court proceedings or other contentious matters including (without limitation) matters relating to property settlements, property dispute resolution, Product Disclosure Statements, legal proceedings, mediation, arbitration, insolvency administration, bankruptcy administration, mortgagee sale, compensation, land value objection, estate administration or matters under or in relation to the Family Law Act 1975 (Cth); or
(e) any other matter that requires an assessment of Market Value as defined by the International Valuation Standards Committee and as adopted by the Australian Property Institute.
F3. CUSTOMER MATERIALS
F3.1 Required Information: When submitting a Desktop Request, the Customer must provide the following information to enable the provision of a CoreLogic Non-Mortgage Desktop:
(a) client name and contact details;
(b) full property address
(c) the purchase contract amount (if relevant); and
(d) the client's estimated value of the property (if relevant), (Required Information).
F4. WARRANTIES & EXCLUSIONS
F4.1 CoreLogic represents and warrants that it will engage a Desktop Supplier to perform each CoreLogic Non-Mortgage Desktop in accordance with the CoreLogic Non-Mortgage Desktop Policy.
F4.2 The Customer acknowledges and agrees that:
(a) the Customer must not order or attempt to order a CoreLogic Non-Mortgage Desktop assessment where the Customer knows or ought to know that the Subject Property is Out of Scope;
(b) the CoreLogic Non-Mortgage Desktop Policy applies to each CoreLogic Non-Mortgage Desktop report and each CoreLogic Non-Mortgage Desktop report is subject to the CoreLogic Non-Mortgage Desktop Policy;
(c) a CoreLogic Non-Mortgage Desktop is not an accurate representation as to the ‘Market Value’ of the subject property and must not be construed or relied upon as a professional Valuation (as defined in the ANZ Valuation and Property Standards) and is merely a limited Indicative Assessment of the estimated value of the Subject Property;
(d) in preparing the CoreLogic Non-Mortgage Desktop, the Desktop Supplier has not carried out the usual range of enquires that a Valuer is required to make under the ANZ Valuation and Property Standards (as set out in the CoreLogic Non-Mortgage Desktop Policy) and the Customer understand and accepts the inherent risks in such circumstances, including (without limitation):(i) a CoreLogic Non-Mortgage Desktop is derived without the physical inspection of the subject property and therefore adverse features or risks observable by physical inspection will not be identified;(e) the CoreLogic Non-Mortgage Desktop is current only at the date of supply; and
(ii) the information used to prepare the CoreLogic Non-Mortgage Desktop has not been verified (by physical inspection or otherwise) as accurate and the Desktop Supplier has relied solely on Desktop Request, Required Information and other Product Data available through the CoreLogic Valuation Platform; and
(f) except as expressly permitted under this agreement or to the extent permitted by Law, the Customer and its representatives must not distribute, resell, disclose, market, publish, rent, lease, assign, incorporate into any database, sublicense or otherwise transfer a CoreLogic Non-Mortgage Desktop in any form to any third party, or use a CoreLogic Non-Mortgage Desktop report on behalf of or for the benefit of any third party.
F4.3 CoreLogic expressly excludes any warranties or representations:
(a) that the CoreLogic Non-Mortgage Desktop is an accurate representation as to the ‘Market Value’ of the Subject Property (as defined in the ANZ Valuation and Property Standards);
(b) the information contained in the CoreLogic Non-Mortgage Desktop has been verified (by physical inspection or otherwise) as accurate;
(c) that the CoreLogic Non-Mortgage Desktop will identify any risk related issues which may impact the value of the Subject Property;
(d) the existence of the Subject Property.
F5. LIMITATION OF LIABILITY
F5.1 Notwithstanding clause A12.2, CoreLogic excludes all liability for any loss or Consequential Loss suffered by the Customer arising in connection with a CoreLogic Non-Mortgage Desktop, including whether as a result of the Customer's reliance on the accuracy of a CoreLogic Non-Mortgage Desktop.
F5.2 To the maximum extent permitted by law CoreLogic excludes any statutory warranties. Where any statutory warranties do apply, CoreLogic’s liability is limited, at its discretion, to:
(a) the resupply of the CoreLogic Non-Mortgage Desktop report; or
(b) the payment of the cost of having the CoreLogic Non-Mortgage Desktop report resupplied.
F5.3 For the purposes of clauses F5.1 (Limitation of Liability), CoreLogic acts as agent of the Desktop Supplier. The benefit of any Limitation of Liability and/or Indemnity given in this Agreement is also given for the benefit of, and held on trust for, the Desktop Supplier. The Customer acknowledges and agrees that either CoreLogic or the Desktop Suppliers may enforce the Limitation of Liability and Indemnity clauses.
ANZ Valuation and Property Standards means the Australia and New Zealand Valuation and Property Standards as published and amended by the Australian Property Institute from time to time.
APIV Scheme means the ‘Limitation of Liability Scheme’ applicable to members of Australian Property Institute of Valuers (APIV) and approved by the ‘Professional Standards Council’, constituted under the Professional Standards Act 1994 (NSW).
APIV Insurance Standards means the insurance standards approved by the APIV from time to time in connection with the APIV Scheme.
CoreLogic Database means CoreLogic’s database of Australian residential property.
CoreLogic Non-Mortgage Desktop Policy means the processes and procedures a Desktop Supplier must follow when preparing a CoreLogic Non-Mortgage Desktop available at www.corelogic.com.au/Valconnect_Nonmortgage_Desktop_Policy.
Desktop Suppliers means valuation firms (whether as partnership, company or other body corporate) who are subcontractors of CoreLogic and engaged by CoreLogic to provide CoreLogic Non-Mortgage Desktop.
CoreLogic Non-Mortgage Desktop has the meaning given to that term under clause F1.2.
CoreLogic Valuation Platform means the web-based and/or mobile application hosted by CoreLogic through which the Desktop Supplier:
(a) receives a Desktop Request;
(b) obtains the Desktop Request data, Required Information, Additional Information, Sales Evidence Additional Information and other information required to prepare a CoreLogic Non-Mortgage Desktop;
(c) prepares a CoreLogic Non-Mortgage Desktop assessment; and
(d) returns a completed CoreLogic Non-Mortgage Desktop report to CoreLogic.
Desktop Request means a request by the Customer for a CoreLogic Non-Mortgage Desktop and which includes all Required Information to enable a Desktop Supplier to perform a CoreLogic Non-Mortgage Desktop.
Indicative Assessment means an indication of the value (with any limiting conditions) of the Subject Property:
(a) without the physical inspection of the Subject Property;
(b) based on information provided to the Desktop Supplier, including the Required Information and other property data available in the CoreLogic Database only; and
(c) following the procedures set out in the CoreLogic Non-Mortgage Desktop Policy.
In-Scope Property has the meaning given to that term under the CoreLogic Non-Mortgage Desktop Policy.
Out of Scope has the meaning given under the CoreLogic Non-Mortgage Desktop Policy.
Required Information has the meaning given to that term under clause F3.1.
Subject Property means the residential property in respect of which the Desktop Supplier has been instructed to prepare a CoreLogic Non-Mortgage Desktop assessment.
Valuer means a certified practising valuer (CPV) or residential property valuer (RPV) who is a member of the Australian Property Institute who is currently employed by the Desktop Supplier to perform, prepare or supply a CoreLogic Non-Mortgage Desktop pursuant to a Desktop Request.
Part G - Special Terms for Apps
THESE SPECIAL TERMS APPLY TO CUSTOMERS USING APPS SUPPLIED BY CORELOGIC
G1. ACCESS AND USE RESTRICTIONS
G1.1 The Application (App) is provided by CoreLogic to the Customer and its Permitted Users. The Customer must subscribe to a Data Product (as that term is defined in the Data Terms).
G1.2 The Customer must not send or disclose any part of its account number, user name or password to any other person or store it in a manner that would reasonably allow another person or entity to obtain access to it. The Customer may only disclose its account number to persons that the Customer authorises to act on its behalf in relation to its CoreLogic account.
G1.3 The Customer must supply CoreLogic with complete, accurate and up to date Personal Information when registering to use the App and this information must be updated by the Customer routinely to ensure that CoreLogic maintains correct personal information data.
G1.4 Unless CoreLogic agrees otherwise in writing, the Customer is provided with access to the App only for its personal or internal business use. The Customer must not use this App for any other purpose unless it has first obtained the written consent of CoreLogic.
G2.1 The Customer must immediately notify CoreLogic if the Customer becomes aware that its user name or password details have been compromised, become known by a third party, or there has been an unauthorised use of the Customer’s account and login details. Upon notifying CoreLogic, CoreLogic will take all reasonable steps to deactivate the Customer’s account and issue the Customer with new login details. In addition, the Customer may also reset its password via ‘Account Settings’.
G2.2 For security reasons, CoreLogic may require the Customer to re-authenticate itself from time to time, for example after a period of inactivity on the connection between the Customer’s browser and the App. CoreLogic is not responsible for any information that the Customer may lose if CoreLogic terminates the Customer’s browser session due to prolonged periods of inactivity.
G2.3 CoreLogic will take reasonable steps to secure the App and the systems within its control that are used to access the App. However, CoreLogic does not guarantee the security of the App, the systems within its control or any information that passes through such systems, due to the unreliable nature of the internet or the Customer’s inappropriate use of the App and/or systems in breach of these Special Terms.
G3. INTELLECTUAL PROPERTY
G3.1 The App is owned and operated by CoreLogic.
G3.2 All information, text, material, graphics, software and advertisements on the App (Content) are copyright by CoreLogic and its service providers, unless expressly indicated otherwise on the site. The Content is protected by Australian and international copyright and trade mark laws. The Customer must not modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute this Content in any way except as expressly provided for on the App or expressly authorised in writing by CoreLogic.
G3.3 All trademarks displayed on the App are trademarks of their respective owners. Nothing contained on the App should be construed as granting any licence or right of use to any trademark displayed on the App without the express written permission of the relevant owner.
G4.1 The Customer acknowledges that CoreLogic and its third service providers may communicate with the Customer for the limited purpose of:
(a) the Customer’s use of the App;
(b) providing the Customer with news and information about the App;
(c) responding to any specific request the Customer makes of CoreLogic;
(d) administering and managing the App, as well as performing administrative and operational tasks (including risk management, systems development and testing, credit scoring and staff training, and market or customer satisfaction research);
(e) notifying the Customer of any changes to, enhancements of, or outages that may affect the App;
(f) providing the Customer with the opportunity to ‘opt-in’ to receiving promotional material from time to time from CoreLogic or its services providers; and
(g) providing the Customer with the opportunity to ‘opt-in’ and provide its consent to participate in enhancements to or new features of the App, through which CoreLogic may use property or other information that is posted to or uploaded by the Customer for the purposes of enhancing the Customer’s use of the App.
G4.2 The Customer grants CoreLogic and its third party service providers a worldwide, royalty free, irrevocable licence to use, store, adapt, sublicence, make derivative works of and otherwise commercialise any non-personal property data that relates to the attributes of or use of a property, or a Customer’s use of the App, that may be posted or uploaded onto the App by the Customer or users of the App for the limited purposes of:
(a) generating usage records and reports based on our Customers’ and their end users’ use of CoreLogic’s services, in aggregated and/or statistical form;
(b) conducting research about CoreLogic’s products and services, the property market or product trends in aggregated and/or statistical form;
(c) developing CoreLogic’s products and services, in particular the App;
(d) preventing or investigating any fraud or crime (or a suspected fraud or crime); and
(e) auditing and monitoring the services provided by CoreLogic and the Customers’ and their end users’ use of the App.
Part H - Special Terms for Mastercard’s Retail Location Insights
IN ADDITION TO THE GENERAL TERMS SET OUT IN PART A, THESE SPECIAL TERMS APPLY TO CUSTOMERS USING MASTERCARD’S RETAIL LOCATION INSIGHTS
By using Mastercard’s Retail Location Insights (“MRLI”), the Customer agrees to the following:
H1. LICENSE GRANTS AND RESTRICTIONS ON USE
H1.1 The Customer acknowledges and agrees that these Special Terms (together with the General Terms in Part A) are required as part of the terms of licence granted to CoreLogic to be incorporated into the contract the Customer has with CoreLogic. You acknowledge and accept that Mastercard may agree with CoreLogic to take assignment of its rights under its contract, so that Mastercard may enforce the terms of the Licence including these Special Terms against the Customer directly.
H1.2 If the Customer provides Mastercard and/or Corelogic with any feedback (e.g. suggested improvements) about MRLI (“Feedback”), the Customer assigns all right, title and interest in and to such Feedback to Mastercard, and acknowledges that Mastercard will be entitled to use, including without limitation, implement and exploit, any such Feedback in any manner without any restriction or obligation. The Customer further acknowledges and agrees that neither Mastercard nor Corelogic are obligated to act on such Feedback.
H1.3 The Customer acknowledges and agrees that MasterCard does not provide investment or financial advice or recommendations as to any securities or securities market, or as to the advisability of purchasing, holding or selling any security. Nothing in the MRLI is intended to constitute, nor should it be relied upon as, investment advice or otherwise advice on the merits of the acquisition, disposal or holding of any security. Furthermore, nothing contained in the MRLI is intended to amount to an inducement to engage in any investment activity of any description in any part of the world. For the avoidance of doubt, the MRLI is not directed at any person in any jurisdiction where it would be unlawful to do so. The Customer acknowledges and agrees that the MRLI is provided solely for informational purposes and shall not be relied upon by any person, the Customer or the Customer’s users, for the purpose of investment, non-security investments (such as acquiring retail properties), signing lease agreements, trading stock, or other financial decisions.
H2. LICENSE GRANTS AND RESTRICTIONS ON USE
H2.1 The MRLI website (“Website”) includes copyrighted and copyrightable materials, and materials protected by intellectual property rights, including, without limitation, the Mastercard trademark, logo, design, text, graphics, forms and any other applicable materials, including the selection and arrangement of such elements, and is owned by Mastercard or its licensors. In addition, the entire Website is copyrighted as a collective work under the United States and other copyright laws.
H2.2 By using the Website, the Customer shall not use, frame or utilize framing techniques to enclose the Website, or any individual element or materials within the Website or create a link to the Website accessing such elements or materials, including without limitation, Mastercard’s trademarks, logos or other proprietary information (including any reports, the content of any text, or the layout and design of any page or form contained on a page) without Mastercard’s prior written consent.
H2.3 In addition, the Customer shall not:
(a) use any circumvention tools, metatags or any other “hidden text” utilizing a Mastercard name, trademark, URL, or product name without Mastercard’s prior written consent;
(b) robotically or otherwise automatically harvest, scrape, extract, copy, access or collect any information or data from the Website;
(c) use the Website to impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity;
(d) use the Website for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted herein;
(e) use the Website or MRLI for fraudulent purposes; or
(f) interfere with or disrupt the Website or servers or networks connected to or operated with the Website.
H2.4 The Customer acknowledges and agrees that CoreLogic and Mastercard retain the right to deny access to the Website to anyone, including the Customer, without notice at its complete discretion for any reason, including for violation of any of these terms, including any use rights.
H3. LINKS TO THIRD PARTY WEBSITES
H3.1 The Website may contain links directly or indirectly to external websites operated by third parties. The availability or content of such third party websites are not controlled by Mastercard and Mastercard has no control over these third party websites. In particular, Mastercard does not adopt the contents of such third party websites as its own and does not assume any responsibility or liability for the contents or safety of such third party websites.
H4. CUSTOMER OBLIGATIONS
H4.1 In addition to the Licence restrictions set out in Part A, the Customer shall ensure that its users with access to the MRLI agree to, are subject to and comply with the following:
(a) Not charge any fees or require payment for use of or access to MRLI and not use, permit or enable the use of MRLI, directly or indirectly, in any manner that could be construed as an endorsement of any product, service or person or as a so-called “commercial tie-up” or “commercial tie-in” or any similar use, on file-sharing or social networking websites or applications, or in any way not expressly authorized hereunder
(b) Not use, combine or distribute MRLI in any manner that would cause MRLI, in whole or in part, to become subject to any of the terms of an open source license, and the Customer acknowledges and agrees that nothing in these Special Terms grants the Customer or any third party the right to do the foregoing.
(c) Display “MasterCard Retail Location Insights” as the source of any data or information sourced from the MRLI and included in any of the Customer’s materials including, but not limited to, handouts, reports, components of charts, tables or graphs. The Customer shall display without modification applicable attribution, indications of authorship or ownership and copyright notices.
H5.1 Customer shall indemnify, defend and hold harmless Mastercard and its affiliates from and against all claims, actions, expenses, damages and costs, including reasonable attorneys’ fees and charges, resulting from or related to the Customer’s use of the MRLI, or any portions thereof, and/or any violation of the Licence (including the terms in these Special Terms).
H6. INTELLECTUAL PROPERTY
H6.1 The Customer acknowledges and agrees that Mastercard exclusively owns all rights and intellectual property rights in MRLI, including all rights in all related trademarks, service marks, logos, names, trade names, data, websites, methodologies, models and concepts and other intellectual property (“Mastercard IP”). The Customer is not granted any rights, permission, or license to use any Mastercard IP, other than as expressly set forth herein.
Part I - Special Terms for Title and Registry Searches
The Customer agrees to the Title and Registry Search Terms set out at https://www.corelogic.com.au/enduser-title-terms when accessing, downloading and using any title or registry search(es) procured through any CoreLogic platform or service
Part J - Special Terms for SmartMove (including SmartSell)
The Customer acknowledges and agrees that
(a) the Product Data may include data owned by NAB;
(b) the Customer will only use such data for the purposes described in this Licence; and
(c) the Customer will not have access to any data or insights that identify an individual or Small Business Entity, which for the purpose of this Licence means any NAB business customer with a single merchant terminal and less than $50,000 in estimated annual electronic transactions passed through the terminal.
THESE SPECIAL TERMS APPLY TO CUSTOMERS WHO HAVE ELECTED TO PAY VIA CREDIT CARD ON THE CORESTORE
K1. CREDIT CARD TERMS AND CONDITIONS
K1.1 I/we have authorised RP Data Pty Ltd to make periodic withdrawals from the financial institution specified by me in the RP Data Online Signup Portal. This authority shall be interpreted and enforced pursuant to the laws of the state of Queensland. I/We request until further notice in writing to direct debit my/ our account described above, any amounts which RP Data Pty Ltd may debit or charge me/us.
(a) The Financial Institution may, in its absolute discretion determine the order or priority of payments by it if any monies pursuant to this request or any other authority or mandate.
(b) The Financial Institution may, in its absolute discretion, at any time notice in writing to me/us terminate this request as to future debits.
(c) The user may, by prior arrangement and advice to me/us, vary the amount or frequency of future debits.
(d) You are advised to verify account details against a recent bank statement and if uncertain you should contact your financial institution.
(e) It is your responsibility to ensure that you have sufficient clear funds in your nominated account to enable the direct debit to be honoured by your financial institution. Direct debits normally occur overnight; however transactions can take up to three (3) days depending on your financial institution.
(f) Any dispute arising from this or subsequent direct debits will be in the first instance directed to RP Data Pty Ltd. If no resolution is forthcoming you are advised to contact your financial institution.
(g) We will keep your information about your nominated account at the financial institution private and confidential unless this information is required to investigate a claim made in it relating to an alleged incorrect or wrongful debt, or otherwise required by law.
(h) By signing this form I/We agree to give 14 working days notice of cancellation in writing to RP Data Pty Ltd.
(i) I/We authorise the Debit User to verify the details of the above mentioned account with my/our Financial Institution. I/We authorise the Financial Institution to release information allowing the Debit User to verify the above mentioned account details.
(j) RP Data reserves the right to charge a credit card processing fee on all transactions. These fees will be calculated based on the following: DINERS: 4.4% AMEX: 2.75% VISA DEBIT: 0.65% VISA CREDIT: 1.5% MASTERCARD Debit: 1.5% MASTERCARD CREDIT: 1.25% and applied on top of the invoiced amount.
THESE SPECIAL TERMS APPLY TO CUSTOMERS WHO HAVE ELECTED TO PAY VIA DIRECT DEBIT ON THE CORESTORE
L1. DIRECT DEBIT REQUEST SERVICE AGREEMENT (DDRSA)
L1.1 By submitting the Direct Debit Request, you have authorised us to arrange for funds to be debited from your Account in accordance with the Agreement.
L1.2 We will advise you 14 days in advance of any changes to the Direct Debit Request.
L1.3 For all matters relating to the Direct Debit Request, including cancellation, alteration or suspension of drawing arrangements or to stop or defer a payment, or to investigate or dispute a previous payment, you should:
(a) Notify us directly on 1300 734 318 and confirm that notice in writing with us as soon as possible so that we can resolve your query more quickly; And
(b) Allow for 14 days for the amendments to take effect or to respond to a dispute.
If our investigations show that your Account has been incorrectly debited, we will arrange for the Financial Institution to adjust your Account accordingly. We will also notify you in writing of the amount by which your Account has been adjusted.
If, following our investigations, we believe on reasonable grounds that your Account has been correctly debited, we will respond to your query by providing you with reasons and copies of any evidence for this finding.
If we cannot resolve the matter, you can still refer it to your Financial Institution, which will obtain details from you of the disputed payment and may lodge a claim on your behalf.
L1.4 You should be aware that:
(a) direct debiting through the Bulk Electronic Clearing System (BECS) is not available on all accounts; and
(b) You should check your Account details (including the Bank State Branch (BSB) number) directly against a recent statement from your Financial Institution.
If you are in any doubt, please check with your Financial Institution before completing the drawing authority.
L1.5 It is your responsibility to ensure that:
(a) sufficient cleared funds are in the Account when the payments are to be drawn;
(b) the authorisation to debit the Account is in the same name as the Account signing instruction held by the Financial Institution where the Account is held;
(c) suitable arrangements are made if the direct debit is cancelled:(i) by yourself;
(ii) by your Financial Institution; or
(iii) for any other reason.
L1.6 If the due date for payment falls on a day other than a Banking Business Day, the payment will be processed on the next Banking Business Day. If you are uncertain when the payment will be debited from your Account, please check with your Financial Institution.
L1.7 For returned unpaid transactions, the following procedures or policies will apply:
(a) we treat the payment as if it was never made;
(b) services may be suspended until the outstanding charges are paid; and/or
(c) A fee may be applied for drawings that are returned unpaid. We reserve the right to cancel the Direct Debit Request at any time if drawings are returned unpaid by your Financial Institution.
L1.8 All Customer records and Account details will be kept private and confidential to be disclosed only at your request or at the request of the Financial Institution in connection with a claim made to correct/investigate an alleged incorrect or wrongful debit or otherwise as required by law.
L1.9 If any provision of this DDRSA is found to be illegal, void or unenforceable for unfairness or any other reason (for example, if a court or other tribunal or authority declares it so), the remaining provisions of this DDRSA will continue to apply to the extent possible as if the void or unenforceable provision had never existed.
Unless otherwise defined, a term defined in the Agreement has the same meaning when used in this DDRSA and:
Account means the account nominated in the Direct Debit Request, held at your Financial Institution from which we are authorised to arrange for funds to be debited;
Agreement means your Contract with RP Data comprising the Product Schedule and the full online terms available at http://www.corelogic.com.au/aboutus/terms-and-conditions.html, as amended from time to time;
Direct Debit Request means the Direct Debit Request between us and you as amended from time to time;
Financial Institution is the financial institution where you hold the account nominated in your Direct Debit Request as the account from which we are authorised to arrange for funds to be debited;
We means RP Data Pty Ltd (User ID number 148962);
You mean the Customer/s who submitted the Direct Debit Request.
The terms of this License Agreement are current as and from 27 June 2018.
© 2018 RP Data Pty Ltd trading as CoreLogic Asia Pacific. All rights reserved.
Terms and Conditions for ArchiStar (provided by ArchiStar Property).
The below terms only apply while you have an active ArchiStar membership, this is an optional paid add on to the Pro and RP Data professional membership.
GENERAL TERMS AND CONDITIONS
This document that sets out the terms on which ARCHISTAR Pty Ltd (ABN 62 143 137 115) (“ARCHISTAR”) provides access to the Application and any associated Services to the Subscriber identified in the Product Schedule and the terms on which the Subscriber may use the Application.
These General Terms and Conditions and the signed Product Schedule constitute the legal agreement between ARCHISTAR and the Subscriber (Agreement). Definitions are in clause 25.
1.1 Access and use
ARCHISTAR will provide the following to the Subscriber:(a) access to and use of the Application in accordance with the terms of this Agreement;
(b) regular updates of and enhancements to the Application; and
(c) electronic storage of the Subscriber Data.
Subject to the payment of the Charges, ARCHISTAR grants to the Subscriber a limited, non-exclusive, non-transferable and non-sub-licensable right to access and use the Application (through its Permitted Users but only up to the Maximum Number of Permitted Users) in respect of the Locations for the Permitted Purpose during the Term on the terms set out in this Agreement.
ARCHISTAR will perform any Services:(a) in accordance with the provisions of this Agreement; and
(b) with due care and skill, in a proper and professional manner consistent with standard industry practice.
3.1 Initial Term
The Agreement will commence on the Subscription Start Date and will continue for the Initial Term.
Following the Initial Term, subject to clause 3.3, the Agreement will automatically renew for subsequent Renewal Periods unless either party provides at least 90 days’ written notice prior to the expiry of the Term.
3.3 Adjustment to Charges
ARCHISTAR may require an adjustment of the Charges for any Renewal Period. ARCHISTAR will notify the Subscriber of any adjusted Charges at least 60 days prior to the end of the current Term. If the Subscriber does not agree to such an adjustment, the Agreement will not renew and will expire at the end of the current Term.
The Subscriber will pay ARCHISTAR the Charges in the manner set out in the Product Schedule.
Unless expressly stated otherwise, all Charges quoted under this Agreement are exclusive of GST. If GST is payable on any supply made under this Agreement and the consideration is not expressly stated to include GST, the Subscriber agrees to pay ARCHISTAR an additional amount equal to the GST payable on that supply, payable at the same time the Charges for the supply are payable.
4.3 Issuing invoices
ARCHISTAR will invoice for Charges in the manner set out in the Product Schedule.
The Subscriber must pay all undisputed invoices provided by ARCHISTAR within 30 days of the date of issue. All payments must be made without deduction, withholding, set-off or counterclaim.
Any undisputed amounts not paid when due will be subject to interest equal to a rate that is 10% per annum above the cash rate last published by the Reserve Bank of Australia, and will be calculated on a daily basis.
If the Charges are not paid to ARCHISTAR as per the agreed payment terms, ARCHISTAR may suspend access to part or all of the Application until the Charges are paid.
5. Permitted Users
5.1 Appointment of administrator
The Subscriber must appoint an administrator who is responsible for issuing Access Details to Permitted Users.
5.2 Maximum Number of Permitted Users
Access Details must only be provided to the Maximum Number of Permitted Users. The Subscriber will ensure that only the Maximum Number of Permitted Users will access and use the Application.
5.3 No sharing of accounts
Each Permitted User must have their own account and own Access Details, which must not be shared with or used by others.
5.4 Access Details
The Subscriber must and must ensure that Permitted Users:(a) keep the Access Details confidential in accordance with clause 18 and ensure that the Access Details are not disclosed to or used by any person other than the relevant Permitted User (Unauthorised Person); and
(b) promptly notify ARCHISTAR if it becomes aware, or has reason to suspect, that any of the Access Details have been disclosed to, or used by, an Unauthorised Person.
5.5 Responsibility for Permitted Users
The Subscriber is responsible for the acts and omissions of its Permitted Users in respect of the Application, as if they were those of the Subscriber.
6. Subscriber Data
6.1 Ownership of Subscriber Data
The Subscriber is and remains the sole and exclusive owner of all right, title and interest (including any Intellectual Property Rights) in the Subscriber Data.
The Subscriber grants ARCHISTAR a perpetual, non-exclusive license to use any Subscriber Data for the purposes of operating the Application for the Subscriber, for analysis so that ARCHISTAR can maintain and improve the Application, for statistical analysis, and for creating and distributing reports that aggregate data. Subject to the foregoing, ARCHISTAR will not disclose any of the Subscriber’s data to any third party, unless authorised or requested by the Subscriber.
The Subscriber warrants that Subscriber Data uploaded to the Application:(a) does not violate any law, misappropriate the rights of any third party or otherwise breach the terms of this Agreement; and
(b) is owned by the Subscriber, or the Subscriber has been authorised to upload the Subscriber Data to the Application.
6.4 Back-up copies
If requested by the Subscriber, ARCHISTAR shall make back-up copies of the Subscriber Data. On reasonable notice from the Subscriber and at the Subscriber’s cost, ARCHISTAR shall make the Subscriber Data available for inspection by the Subscriber or the Subscriber’s auditors.
6.5 Data storage
The Subscriber acknowledges and agrees that:(a) ARCHISTAR operates a “fair use” policy in relation to the disk storage space and data usage to be made available to the Subscriber for the purposes of the Agreement; and
(b) if ARCHISTAR determines that the Subscriber’s usage of data storage space or data usage is unreasonable or excessive, the Subscriber will comply with any notice from ARCHISTAR limiting Subscriber’s disk storage space and data usage.
7. Subscriber obligations in relation to use of the Application
7.1 Use of the Application
To successfully use the Application, the Subscriber must:(a) procure and operate the Subscriber Access Facilities;
(b) procure all network and Internet connections and associated network and Internet charges for connection to and use of the Application; and
(c) use the most recent version of the Application.
7.2 Notification of issues
The Subscriber must notify ARCHISTAR as soon practicable if the Subscriber becomes aware of any issue in relation to the Application.
7.3 Subscriber warranties
The Subscriber warrants and agrees that the Subscriber (and the Subscriber will ensure that each Permitted User):(a) will access and use the Application in accordance with all applicable laws;
(b) will access and use the Application in accordance with the terms of the this Agreement;
(c) will use the most recent version of the Application;
(d) will establish, maintain and enforce security measures to ensure that the Subscriber Data does not contain any malware;
(e) will not remove any trade mark, branding, disclaimer or legal notice incorporated into the Application;
(f) will not distribute, resell, transfer, assign, rent, lease or sub-license the Application to any third party or use the ARCHISTAR Materials on behalf of any third party;
(g) will not modify, duplicate or create any derivative software works based on the ARCHISTAR Materials;
(h) will not use the Application to support, or for display on, any system which is accessible by members of the public;
(i) will not use the Application in any way in connection with direct marketing;
(j) will not use the Application on behalf of or for the benefit of any third party;
(k) will not disclose any Access Details or otherwise enable unlawful access to the Application by any other person who is not a Permitted User;
(l) will not data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the ARCHISTAR Materials for any purpose, including setting up or adding to another database;
(m) will not use its access to the Application to create a database of images for resale, distribution, sub-license or other commercial purposes or to facilitate mass downloads or bulk feeds of any imagery;
(n) will not decompile, disassemble, translate, replicate or otherwise reverse engineer the Application or any portion of the ARCHISTAR Materials, unless expressly permitted by law to do so;
(o) will not interfere with or violate any security measures implemented in relation to the Application; and
(p) will not circumvent (or attempt to circumvent) any technical limitations designed to protect the integrity of the Application.
8. Rights reserved
ARCHISTAR reserves the right at any time during the Term to:(a) modify the method of supply and delivery of, or access to, the Application;
(b) upgrade, change, delete, modify, amend, correct, reconfigure, refine or discontinue any features and functionality of the Application for any reason;
(c) require the Subscriber use the most recent version of the Application or any Add-On;
(d) suspend access to or delivery of the Application or any Add-On, for maintenance, system updates, upgrades or changes to the Application or Add-On;
(e) suspend or deactivate the Subscriber or a Permitted User’s access to the Application or an Add-On due to systems or security concerns; or
(f) remove any Subscriber Data without notice.
9. Third Party Agreements
The Subscriber acknowledges and agrees that:(a) ARCHISTAR’s ability to provide the Application (including the Add-Ons) is subject to its agreements with third party suppliers (Third Party Agreements);
(b) the Subscriber will comply with all requirements and restrictions that third party suppliers may place on the Subscriber directly or indirectly through ARCHISTAR; and
(c) ARCHISTAR does not verify the accuracy or completeness of any data, product or functionality provided by a third party supplier.
The Subscriber acknowledges and agrees that:(a) a relevant Third Party Agreement may expire or terminate during the Term; or
(b) third party suppliers pursuant to a Third Party Agreement may cease to provide or make available the relevant services, products or data for any reason whatsoever or direct ARCHISTAR to alter the way in which parts of the Application can be provided; and
in such circumstances, ARCHISTAR:(c) will not be required, nor have any obligation, to provide some or all of the Application to the Subscriber;
(d) will have no liability whatsoever for any failure to provide the affected portion of the Application to the Subscriber; and
(e) may discontinue an Add-On or product feature.
10 Intellectual Property Rights
The parties acknowledge and agree that:(a) no intellectual property rights are transferred or assigned by the Subscriber to ARCHISTAR or by ARCHISTAR to the Subscriber pursuant to this Agreement; and
(b) no trade mark licence is granted by ARCHISTAR to the Subscriber pursuant to this Agreement.
11 No warranty
The Subscriber acknowledges and agrees that:(a) except as required by law or as provided in this Agreement, ARCHISTAR does not make any warranties of any kind in respect of the Application or the Services;
(b) the Application is made available subject to the disclaimers, limitations and descriptions set out in the ARCHISTAR Disclaimers, and that any access to or use of the Application by the Subscriber or any Permitted User is subject to the disclaimers, limitations and descriptions set out in the ARCHISTAR Disclaimers;
(c) the information contained in the Application is provided ‘as is’ and the Application:
(i) contains information derived from a variety of internal and external sources and may be based on assumptions; and (ii) is intended only as a guide to further investigation by the Subscriber; and (d) the Subscriber is responsible for ensuring that the Application satisfies its needs.
To the fullest extent permitted by law, all warranties are hereby excluded, and ARCHISTAR and its third party suppliers hereby expressly disclaim all warranties that:(a) the Application will meet the Subscriber’s requirements, is fit or suitable for the Subscriber’s purpose or intended use, is of merchantable quality, will be compatible with, or suitable for use with the Subscriber Access Facilities;
(b) the Application will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise;
(c) the Application will function in an uninterrupted manner;
(d) the statistical methods on which any of the Application are based use appropriate or accurate assumptions; and
(e) the performance of the Application will not be affected by data entry errors, including in relation to data supplied by ARCHISTAR’s third party suppliers.
13 Algorithm-based modelling
The Subscriber acknowledges that:(a) parts of the Application, such as the Parametric Design Add-On, use algorithm-based modelling to produce computer generated outputs such as site plans, building layouts, estimated development site values and the like, and that such outputs are generated:
(i) by a computer driven mathematical model in reliance on available data; (ii) without the physical inspection of the subject site; (iii) without taking into account any market conditions; and (iv) without identifying observable features or risks which may, together or separately, affect the site; and (b) any outputs generated by the Application are general and for information purposes only and must not be relied upon as professional advice or as an accurate representation of the development potential of the subject site.
To the extent that any law implies any warranties under this Agreement, then ARCHISTAR’s liability is limited (at ARCHISTAR’s sole discretion) to any one or more of the following in the first instance:(a) the resupply of the Application or the Services; or
(b) the payment of the cost of resupplying the Application or the Services.
The Subscriber indemnifies ARCHISTAR, its directors, agents and employees against all liability, costs (including legal costs on a full indemnity basis), expenses, loss and damage suffered or incurred (or agreed to be paid by way of settlement or compromise) arising out of or in connection with:(a) any breach by the Subscriber of this Agreement;
(b) the use of the Application by the Subscriber or any Permitted User; or
(c) actions taken or not taken, and advice given by the Subscriber, that relies upon the output of the Application.
16 Limitation of liability
16.1 Limitation of liability
To the maximum extent permitted by law, ARCHISTAR’s maximum aggregate liability to the Subscriber is the lesser of:(a) ten thousand dollars (A$10,000); or
(b) the amount of fees actually paid by the Subscriber to ARCHISTAR under this Agreement in the previous two year period prior to any Claim being made.
16.2 Consequential loss
To the maximum extent permitted by law, ARCHISTAR is not liable under or in connection with this Agreement to the Subscriber or any other person for any Consequential Loss.
16.3 No liability
ARCHISTAR has no liability to the Subscriber or any other person for:(a) acts and omissions of, or any faults or defect in the Application caused by any third party, including any third party supplier;
(b) faults or defects in the Application which are caused by a Permitted User including any failure to comply with the Subscriber’s obligations under this Agreement;
(c) any loss or corruption of Subscriber Data uploaded to the Application;
(d) any delay, faults, failure, interruption or defects that arise in telecommunication systems or other services provided to the Subscriber by a third party; and
(e) the Subscriber’s (including its Permitted Users’) inability to access or use the Application for any reason.
17 Suspension or termination
ARCHISTAR may, in its sole discretion and with no liability, suspend access to and use of the Application by notice to the Subscriber:(a) for non-payment, in accordance with clause 4.6;
(b) if the Subscriber breaches this Agreement or any Permitted User does not comply with this Agreement; or
(c) if an event of Force Majeure occurs that affects ARCHISTAR’s ability to provide the Application, but only for so long as ARCHISTAR is affected by the event of Force Majeure.
17.2 Termination by either party
Either party may, by notice, immediately terminate this Agreement:
(b) if the other party commits a material breach of this Agreement and does not rectify it within seven days of being notified of the breach.
Upon termination or expiry of the Agreement:(a) the Subscriber must immediately cease using the Application; and
(b) no refund of Charges paid in advance for the unexpired Term will be provided unless the Subscriber has terminated under clauses 17.2 or 22, in which case a proportionate refund will be due to the Subscriber based on the Application paid for but not consumed by the Subscriber.
18.1 Confidential Information
For the purposes of this Agreement, Confidential Information means:
- the terms of this Agreement, including the pricing information;
- in relation to ARCHISTAR, the Application and the Access Details; and
- in relation to the Subscriber, the Subscriber Data.
18.2 Use of Confidential Information
Subject to clause 6.2, a party (Recipient) may only use the other party’s Confidential Information for the purposes of performing the Recipient’s obligations or exercising Recipient’s rights under this agreement.
18.3 Disclosure of Confidential Information
Subject to clause 6.2, each party agrees not to disclose Confidential Information of the other party that is not publicly available except:(a) to officers, employees, legal and other advisers and auditors of the party in recipient of the Confidential Information who require it for the purposes of this Agreement;
(b) with the consent of the party who provided the information; or
(c) as required by any law or stock exchange.
(b) only use Personal Information that ARCHISTAR discloses to the Subscriber for the purposes which ARCHISTAR disclosed that information;
(c) take all reasonable steps to ensure that it, and any of its Permitted Users, do not contravene the Privacy Act;
(d) notify immediately ARCHISTAR of any complaints, breaches or potential breaches of the Privacy Act and assist ARCHISTAR in dealing with same; and
(e) indemnify ARCHISTAR against all liability, costs (including legal costs on a full indemnity basis), expenses, loss and damage suffered or incurred (or agreed to be paid by way of settlement or compromise) arising out of or in connection with any breach by the Subscriber of the Privacy Act.
20.1 Audit rights
ARCHISTAR or its nominees may, on reasonable notice, audit the Subscriber to confirm that the Subscriber’s use of the Application (including any Add-On) is in compliance with the obligations under this Agreement. The Subscriber must cooperate with ARCHISTAR’s audit and provide reasonable assistance and access to its premises, systems, information and personnel.
20.2 Continuing rights
ARCHISTAR’s rights under this clause 20 continue for two years following termination or expiry of the Agreement.
Without limiting any other of ARCHISTAR’s rights and remedies, if an audit reveals non-compliance by the Subscriber with its obligations under this Agreement, the Subscriber will be liable for the cost of the audit and any additional Charges applicable to the Subscriber’s excessive use of the Application. The Subscriber must pay such costs within 30 days of ARCHISTAR providing written notification of non-compliance.
21.1 Notice details
Notices under this Agreement must be delivered to the party’s physical or email address set out in the Product Schedule.
21.2 Deemed notice
Notice will be deemed given:(a) in the case of hand-delivered mail, upon delivery;
(b) in the case of registered mail, upon written acknowledgment or receipt by an officer or other duly authorised employee, agent or representative or the receiving party (such receipt not to be unduly delayed or withheld);
(c) in the case of ordinary mail on the third day after the date of posting; or
(d) in the case of email transmission upon completion of successful transmission.
22 Updates to the General Terms and Conditions
ARCHISTAR may amend the terms of these General Terms and Conditions at any time upon 30 days written notice to the Subscriber. If the change has an adverse impact on the Subscriber, the Subscriber may terminate the Agreement by written notice to ARCHISTAR within the 30 day notice period and the Subscriber will receive a pro rata refund of any prepaid Charges calculated from the date of termination.
23.1 Entire agreement
This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior understandings, arrangements and agreements between the parties.
If any provisions of this Agreement or any document made in connection with this Agreement is determined by any court to be wholly or partly unenforceable, that unenforceability shall not affect the rest of the Agreement.
23.3 Discretion in exercising rights
A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Agreement expressly states otherwise.
23.4 Partial exercise of rights
If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.
24 Governing law
This Agreement is governed by the law in force in the State of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts of that place.
In this Agreement, unless the context otherwise requires:
- Access Details means any user names, passwords or other authentication credentials for use by a Permitted User for the purpose of accessing the Application.
- Additional Charges means any additional charges as set out in the Product Schedule.
- Add-On means the HD Add-On, the Market Activity Add-On, the Market Activity (Plus) Add-On or the Parametric Design Add-On or any other add-on to the Application, as set out in the Product Schedule.
- Application means the computer software application known as Archistar, including any Add-Ons, as set out in the Product Schedule.
- Charges means the fees set out in a Product Schedule (as amended or varied from time to time in accordance with clause 3.3), including any Additional Charges.
- Claim means any allegation, debt, cause of action, liability, claim, proceeding, action, suit, motion or demand of any nature howsoever arising and whether at law, in equity, under statute or otherwise.
- Consequential Loss means any loss of income, loss of actual or anticipated profits, loss of business, loss of anticipated savings, loss or damage to or corruption of data, loss of goodwill, loss of reputation or for any special or indirect loss, whether arising in or for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise.
- Corporations Act means Corporations Act 2001 (Cth).
- Force Majeure means any circumstances beyond a party's control including strikes or industrial disputes, acts of God, acts of government, refusal of licence, refusal or revocation of any telecommunications organisation’s consent in respect of data communication equipment, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data.
- General Terms and Conditions means these terms and conditions, as revised and updated from time to time in accordance with clause 22.
- GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- GST has the meaning it has in the GST Act.
- HD Add-On means additional functionality providing high definition aerial maps and imagery of urban and regional metropolitan areas in Australia
- ARCHISTAR Disclaimers means any copyright or other proprietary notice, legal disclaimer, or other disclaimer provided by ARCHISTAR to the Subscriber from time to time, including on accessing the Application or any Add-On.
- ARCHISTAR Environment means any hardware, software, information, networks, systems or other technology solutions owned or controlled by ARCHISTAR.
- ARCHISTAR Materials means the Application, the ARCHISTAR Environment, databases, platforms and models, including any other material made available or supplied by ARCHISTAR to the Subscriber, or otherwise accessed by the Subscriber in the use of the Application.
- Initial Term means the initial period set out in a Product Schedule, commencing on the Subscription Start Date.
- A person is Insolvent if:
- it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act);
- it has had a controller appointed, or is in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property;
- it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this Agreement);
- an application or order has been made, resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above;
- it is taken (under section 459(F)(1) of the Corporations Act) to have failed to comply with a statutory demand;
- it is the subject of an event described in section 459(C)(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this Agreement reasonably deduces it is so subject);
- it is otherwise unable to pay its debts when they fall due; or
- something having a substantially similar effect to any or all of (a) to (g) happens in connection with that person under the law of any jurisdiction.
- Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
- Location means a location included in the Product Schedule.
- Market Activity Add-On means additional functionality providing recent property data and analytics, including property address, recent sale information and property attributes
- Market Activity (Contact Details) Add-On means additional functionality providing the Market Activity Add-On plus contact details in relation to properties.
- Maximum Number means the maximum number of Permitted Users of the Application, as set out in the Product Schedule.
- Parametric Design Add-On means additional functionality providing algorithm-based modelling within development site-based parameters
- Permitted Purpose means the Subscriber’s internal business needs.
- Permitted User means a member of the Subscriber’s personnel who is a natural person authorised by the Subscriber to access and use the Application.
- Personal Information means 'personal information' as that term is defined in the Privacy Act, and which a party holds, creates or receives under or in connection with this Agreement.
- Privacy Act means the Privacy Act 1988 (Cth).
- Product Schedule means the product schedule signed by the parties pursuant to this Agreement.
- Renewal Period means one year.
- Services means any services described in the Product Schedule, which may include implementation, support, training and development services.
- Subscriber Access Facilities means any software, applications, websites or technology systems (including any infrastructure needed to support them) owned or controlled by the Subscriber and used by Permitted Users to access or use the Application.
- Subscriber Data means any data, information, photographs or other materials which the Subscriber uploads to the Application.
- Subscription Start Date means the start date set out in the Product Schedule.
- Term means the Initial Term (and any Renewal Period).
- Website means ARCHISTAR’s website at https://property.archistar.ai/.
The meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions. Headings are not to be considered in the interpretation of this Agreement.