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):
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.
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 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.
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;
(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
(b) in the case of services, to any one of the following (as CoreLogic and its service providers may in their discretion determine):
(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 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.
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
(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;
(b) to the extent the Customer is required to do so by Law; or
(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
(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;
(b) to the extent CoreLogic is required to do so by Law; or
(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, 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 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 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.
(a) comply with all applicable Privacy Laws and ensure that its employees, agents and contractors do so;
(b) only use personal information that CoreLogic discloses for the purpose for which it was disclosed;
(c) notify CoreLogic immediately (by email to firstname.lastname@example.org) of any privacy complaints or events which may cause any applicable Privacy Law to be breached; and
(d) assist CoreLogic in dealing with any complaints or potential breaches, including proving its access to relevant information.
A22.2 CoreLogic will:
(a) comply with all applicable Privacy Laws and ensure that its employees, agents and contractors do so;
(b) subject to its rights under this Licence, only use personal information that the Customer discloses for the purpose for which it was disclosed; and
(c) assist the Customer in dealing with any complaints or potential breaches, including proving its access to relevant information.
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.
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.
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.
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, MARKET SCORECARD, MARKETING DIRECT, MEDIA MAXIMISER, MORTGAGE MARKET REPORT, PROSPECTOR, CORDELL CONNECT, CORDELL ESTIMATOR.
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.
Data Products means CoreLogic’s online property data information system known as RP Professional and RP Classic, Cityscope, Lease Expiry Diary, Property Information Monitor (including Realty Auctioneer and Commercial Real Estate Monitor) and Suburb Scorecard and other data Products released by CoreLogic 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.
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.
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.
IN ADDITION TO THE GENERAL TERMS SET OUT IN PART A, THESE SPECIAL TERMS ALSO APPLY TO CUSTOMERS USING THE PRODUCT, TENDERS ONLINE
D1. 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 warded 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
D2.1 Tender 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 materail 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 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.
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.
THESE SPECIAL TERMS APPLY TO CUSTOMERS USING CORELOGIC SOFTWARE PRODUCT: rp.office
F1. DURATION – SOFTWARE PRODUCTS
F1.1 The Term of use for any Software Product will be as stipulated in the Product Schedule and clause 1 of the General Terms and Conditions.
F2. LICENCE OF SOFTWARE PRODUCTS
F2.1 Subject to the General Terms and Conditions, these Special Terms, and the Customer’s performance of its obligations, CoreLogic grants to the Customer a non-exclusive, non-transferable, non-sublicensable limited licence during the Initial Period and any subsequent Renewal Period to use the Software and the Product Data supplied by CoreLogic or its suppliers for the purpose described in the Product Schedule and the General Terms and Conditions, within the Customer’s enterprise only and solely for the Customer’s internal business purposes in the Territory.
F2.2 This licence extends to any corrections and updates supplied by CoreLogic or its suppliers for any Software or any Product Data.
F3. RESTRICTIONS ON USE
F3.1 Each programme and/or data is licensed for use only with that equipment and only at the particular sites listed in the Product Schedule. The Customer must not disseminate or access the system from that site or sites and/or access the system from other sites not listed in the Product Schedule without having first obtained written consent of CoreLogic to do so. The parties agree that the licence granted under this Contract will cease immediately upon the termination of this Licence.
F3.2 The Customer may only make so many copies of the Software or any Product Data as are necessary for operational back up and security.
F4. INSTALLATION OF SOFTWARE, FEES AND SUPPORT – SOFTWARE PRODUCTS
F4.1 The Customer agrees that it has read, understood and will comply with the System Requirements as published and updated from time to time at CoreLogic’s website.
F4.2 CoreLogic will install the Software on the Customer’s network in conjunction with the Customer’s preferred technical service provider (if possible). If the Customer’s network, hardware or software configuration does not comply with the System Requirements at the date or time of installation by CoreLogic of the Software, additional fees may be charged to the Customer as a result of CoreLogic having to undertake further installation work.
F4.3 CoreLogic will provide the Customer with help desk support for the Software by telephone during business hours to be advised by CoreLogic from time to time. Any further training or consulting required by the Customer will incur additional fees.
F4.4 Any implementation fees payable as a result of CoreLogic installing the software for the Customer, will be itemised in the Product Schedule and will be due and payable within 7 days of the execution or acceptance of the Product Schedule.
F4.5 CoreLogic may, but is not obliged to, assist the Customer to import Customer Materials and/or convert Customer Materials for use by the Software. If CoreLogic does provide any such assistance or service, then, without limiting the generality of clause F6 below:
(a) CoreLogic will under no circumstances bear any liability in respect of any error in or during any importation or data conversion process;
(b) the Customer will bear sole responsibility for inputting Customer Materials into the Software and for reviewing and ensuring the integrity, quality and accuracy of such Customer Materials before and after importation and/or conversion.
F4.6 All monthly licence fees will be invoiced in accordance with Product Schedule and will commence on the earlier of:
(a) installation of the Software; or
(b) the supply of any login details to the Customer to access the Software; or
(c) 45 days after the Customer executes this Licence.
F5. CUSTOMER MATERIALS – SOFTWARE PRODUCTS
F5.1 In addition to clause A7 of the General Terms and Conditions, the following clauses apply to Customer Materials within the Software Product and/or provided to CoreLogic through the Software Product.
F5.2 The Customer may from time to time provide or otherwise make available to CoreLogic the Customer Materials. The Software may from time to time send to CoreLogic information about the Software, the Customer’s use of the Software and Customer Materials made available to the Software. By using the Software, you consent to the transmission of this information. The Customer hereby grants 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.
F5.3 The Customer represents and warrants to CoreLogic and its service providers that it has the right to grant the foregoing licences in and to the Customer Materials; that the Customer Materials do not and shall not infringe upon or misappropriate any rights, including, without limitation, intellectual property rights, of any third parties or CoreLogic and its service providers; and that such Customer Materials are free of worms, viruses, Trojan Horses and other disabling code.
F6. LIMITED WARRANTY – SOFTWARE PRODUCTS
F6.1 Despite clause A9 of the General Terms and Conditions, CoreLogic warrants that if the Customer follows the instructions and meets the System Requirements, the Software will perform substantially as described in the materials that CoreLogic provides in or with the Software.
F6.2 Except to the extent specified to the contrary in this Licence, CoreLogic will not be obliged to support the Software, whether by providing advice, training, error correction, modifications, updates, new releases or enhancements or otherwise.
F6.3 Despite any other provision of this Licence, CoreLogic will not be liable for any error or defect in the Software, or any delay, to the extent that such error, defect, failure or delay occurs as a result of:
(a) any default of the Customer or its agents, employees or contractors;
(b) any failure on the part of the Customer to meet the System Requirements; or
(c) any failure due to a hardware fault provided such hardware fault is not caused by or in the reasonable control of CoreLogic or its employees, agents or sub-contractors.
Software means rp.office, and other customer hosted software products developed or released by CoreLogic from time to time.
System Requirements means the document of the same name published by CoreLogic at CoreLogic’s website, as updated and updated from time to time, and which sets out the hardware, operating systems and software requirements for the effective utilisation of the Software within the Customer’s environment.
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.