CoreLogic Licence Agreement

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);

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 any member of the CoreLogic Group.

Any expressions not defined in Parts B onwards in these terms will, unless the 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 you accepting the terms of 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, the organisations, entities or persons you represent (for the purposes of receiving the CoreLogic Services), 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.

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 and any Renewal Period(s) (as applicable).

A1.2    After the expiry of the Initial Period, this Licence will automatically renew for further periods of 1 year or other timeframe as stated in a Product Schedule (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.

A1.4    If this Licence is terminated by the Customer before expiry of the Initial Period, the Customer remains liable for any further Fees that would be due under the Initial Period had it not been terminated.

A1.5    If the CoreLogic Services includes a Trial Period, the Customer is bound by the terms of this Licence in the same manner as if the CoreLogic Services did not include a Trial Period. The Initial Period will be inclusive of any applicable Trial Period. The Customer is entitled to use the CoreLogic Services for the Trial Period Charge (if any) for the Trial Period. On expiry of the Trial Period the CoreLogic Services will automatically continue for the remainder of the Initial Period.

A2. LICENCE

A2.1    CoreLogic grants to the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence during the Initial Period (including any Trial Period) and each Renewal Period (if any) for its Permitted Users to access and use the CoreLogic Services in the Territory and solely for the Permitted Purpose in accordance with the terms set out in this Licence, a Product Schedule and all Laws.

A2.2    Where a Customer on-supplies the CoreLogic Services (or any part of them) to an End User (pursuant to its Permitted Purpose), the Customer is required to advise the End User that they are specifically prohibited from:

(a) using the CoreLogic Services (or any part of them) other than for the End User’s personal non-commercial use or as otherwise permitted by the relevant Permitted Purpose; and

(b) providing the CoreLogic Services (or any part of them) to any other party,
and that the End User is otherwise bound by the restrictions and obligations set out in this Licence relating to or in connection with the CoreLogic Services.

A3. RESTRICTIONS ON LICENCE

A3.1    Except as expressly permitted under this Licence or a Product Schedule, the Customer and its Representatives must not, and must not encourage any person or entity to:

(a) distribute, resell, copy, reproduce, disclose, market, publish, rent, lease, assign, incorporate into any database, sublicense or otherwise transfer any Product or Product Data to a third party, commercialise or otherwise exploit the CoreLogic Services;

(b) alter, modify, adapt, create any Derivative Work based on whole or in part of the CoreLogic Services or otherwise 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;

(c) 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, trade mark, logo or other proprietary notice or label appearing on or in the CoreLogic Services or the Product Data;

(e) 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, whether by scraping, harvesting or some other means;

(f) data mine, scrape, crawl, email harvest or use any process or processes that send automated queries to the CoreLogic Services or the Product Data;

(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 A17.

(h) attempt to, interfere, damage, alter, misuse or gain unauthorised access to the CoreLogic Environment (and/or the CoreLogic Services) or interfere with the ability of any other user of CoreLogic’s Environment (and/or the CoreLogic Services) to use the CoreLogic Services, or the CoreLogic Environment; and

(i) use the CoreLogic Services in any way that would or may constitute a misuse of any person’s confidential information or infringe upon any person’s rights (including Intellectual Property Rights and Moral Rights).

A4. ACCESS TO CORELOGIC SERVICES AND PRODUCT DATA

A4.1    The Customer may only access the CoreLogic Services in the manner notified by CoreLogic to the Customer from time to time.

A4.2    CoreLogic may also assign one or more Permitted User(s) to be the Administrator(s) and will allocate an administrator login for the Administrator(s).

A4.3    Without detracting from clause A16.3, if CoreLogic provides the Customer with (or allows the Customer to facilitate the generation of) any Login Details, the Customer acknowledges and agrees that it:

(a) bears sole responsibility for protecting all Login Details;

(b) must not share or provide such Login Details to any third party; and

(c) is, and will remain, fully responsible and liable for any authorised or unauthorised use of any Login Details, including all orders of CoreLogic Services using any Login Details allocated to a Permitted User.

A4.4    The Customer must notify CoreLogic as soon as possible if its suspects or is aware:

(a) of any changes impacting the Permitted Users who have been or assigned Login Details including new appointments, changes in roles of staff or resignations;

(b) that its Login Details have been compromised or become known by a third party;

(c) there has been any unauthorised use of the Customer’s Login Details or account.

A4.5    CoreLogic has the right to restrict or suspend access to CoreLogic Services at any time where it suspects a potential breach in security or unauthorised use of the CoreLogic Services. CoreLogic must communicate any restriction or suspension of access to the Customer as soon as reasonably practical.

A4.6    The Customer is fully responsible and liable for the acts or omissions of its Representatives as if such acts or omission were the acts or omissions of the Customer itself under this Licence.

A4.7    For security reasons, the Customer acknowledges and agrees that CoreLogic:

(a) may reset or require the Customer to update Login Details whenever CoreLogic considers it appropriate under its internal security protocols; and

(b) may require the Customer to re-authenticate itself from time to time, for example after a period of inactivity on the Customer’s browser. 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.

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 rights, title and interests in and to the CoreLogic Services and the Product Data, including any and all creations, inventions, Modifications and intellectual property rights subsisting in 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) if permitted in a Product Schedule to reproduce or supply the Products or any Product Data to End Users, must comply with the display guidelines.

A5.3    The Customer acknowledges and agrees that CoreLogic’s rights to provide the CoreLogic Services and Product Data and associated services are subject to its agreements with Third Party Data Providers and that any supply of Product Data is subject to the terms with those Third Party Data Providers as updated from time to time. Without limiting the foregoing, the Customer agrees to comply with the requirements of the Third Party Data Provider:

(a) as set out at https://www.corelogic.co.nz/legals/third-party-data-provisions

(b) as set out at https://www.corelogic.com.au/legals/third-party-restrictions

(c) as set out in a Product Schedule or as notified by CoreLogic from time to time.

A6. CHANGES TO CORELOGIC SERVICES

A6.1    Subject to clause A6.2, CoreLogic reserves the right to:

(a) modify the method of supply and delivery of, or access to, the CoreLogic Services at any time during the Initial Period and any Renewal Period;

(b) change or refine the features and functionality of the CoreLogic Services from time to time, although, the Products will during the term of this Licence retain at least the basic features described in the relevant Product Schedule;

(c) require the Customer to obtain and use the most recent version of any CoreLogic Services and CoreLogic shall make those versions available to the Customer in a manner to be notified by CoreLogic to the Customer;

(d) subject to any services levels set out in a Product Schedule (if any), make temporarily unavailable or otherwise suspend access to or delivery of the CoreLogic Services, due to any scheduled or emergency maintenance, system updates, upgrades or changes to the CoreLogic Services (but will endeavour to undertake any scheduled outages outside of working hours),
but will notify the Customer in advance of any such actions under clauses A6.1(a) – A6.1(d) except where not reasonably possible (including in the case of emergencies or urgent fixes).

A6.2    If CoreLogic ceases providing or supporting some or all material 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 (each, a Decommission), CoreLogic will give the Customer notice of at least 90 days before ceasing to provide or support the said material features or Product, in which case, without prejudice to any other rights the Customer may have under clause A18, the Customer will be entitled to terminate this Licence (but only in respect of the affected Product) by giving CoreLogic notice of at least 30 days commencing at any time during the said 90 day period. If CoreLogic is able to remedy the relevant Decommission prior to the expiry of the notice period, then the notice of termination will not be effective.  For clarity, if CoreLogic does not reverse the relevant Decommission (for any reason) prior to the expiry of the Customer’s notice of termination, then the termination will be effective upon the expiry of the notice 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.

A6.4    The Customer acknowledges that CoreLogic has entered into licensing agreements for the use of data with various Third Party Data Providers (Third Party Agreements). CoreLogic may at any time be required to amend or delete any material (or any part of the material) that is sourced from a Third Party Data Provider. This means that material which may have previously been available and which the Customer may have accessed, may no longer be available the next time the Customer accesses the CoreLogic Services and Product Data.  The Customer acknowledges and 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.

A7. CUSTOMER MATERIALS

A7.1    If the Customer (either itself or through its Permitted Users) 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) use of the Customer Materials by CoreLogic will not infringe the rights of any third parties, CoreLogic and its service providers, including intellectual property rights; and

(c) the Customer Materials are free of worms, viruses, trojan horses, malware and any other disabling code; and

(d) the Customer Materials will meet the specifications and requirements set out in a Product Schedule.

A7.3    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 Laws.

A7.4    CoreLogic reserves the right to:

(a) notwithstanding anything else contained in this Licence, store 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. FEES

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. Unless expressly provided otherwise in any Product Schedule, all Fees are payable monthly in advance on or before the relevant Payment Date.

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    Where the number of Permitted Users is limited in the Product Schedule and where the number of the Customer’s users exceeds the number of specified Permitted Users, CoreLogic may charge an additional pro rata amount per additional user accessing or using the CoreLogic Services.

A8.4    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.  The Customer acknowledges and agrees that the Fees for additional products or services received from Third Party Data Providers may be increased at any time by CoreLogic giving notice to the Customer no less than 30 days prior to the increases taking effect.

A8.5    On receiving a notice of a Fee increase from CoreLogic under clause A8.4, the Customer may terminate this Licence by giving CoreLogic written notice within 30 days of its receipt of the notice of Fee increase. If the Customer does not exercise its termination right the continued use of the CoreLogic Services will constitute binding acceptance of the variation.

A8.6    Any amounts not paid to CoreLogic when due will be subject to interest equal to a rate that is 5% per annum above the cash rate last published by the Reserve Bank of the Territory, and will be calculated on a daily basis, compounded monthly.

A8.7    If the Customer has been offered a Trial Period or any other discount and at completion of the Trial Period or discounted period the first or subsequent payments are dishonoured, CoreLogic can charge in full an amount equivalent to the Fees for the Trial Period or discounted period.

A9. CREDIT CHECKS

A9.1    Where the Customer is a sole trader CoreLogic reserves the right to instruct a credit reporting service to carry out a credit check on the Customer to establish creditworthiness and the Customer agrees to co-operate to the fullest extent possible with any reasonable request made in relation to a credit check under this clause. The Customer acknowledges and agrees that any information from the Customer as a result of such credit check (including but not limited to, a default in the Customer’s payment obligations) may be held by CoreLogic’s credit reporting service and such information may be provided to the credit reporting service’s other customers.

A10.    LIMITED WARRANTY

A10.1   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.  Subject to clause A11.4, 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.

A10.2   The Customer warrants that the Customer’s main business is as described in the applicable Product Schedule (if applicable).

A11.    ALL OTHER WARRANTIES EXCLUDED

A11.1   Except as otherwise expressly provided in this Licence, the CoreLogic Services are provided to the Customer on an ‘as is, as available’ basis without any representations or warranties of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for particular purposes, title, non-infringement, security, availability, accuracy, or otherwise.

A11.2   To the full extent permissible by Law, 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 correct, accurate, complete, reliable, current, up-to-date or otherwise;

(c) CoreLogic’s website, hosted platforms or CoreLogic Services will be error free or function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure or otherwise compatible with the Customer’s computer equipment, systems, environment, hardware of software

(d) that errors or defects will be corrected, although CoreLogic will endeavour to correct errors within a reasonable time; or

(e) 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.

A11.3   The Customer acknowledges that material appearing on a CoreLogic website may include advertising and other information submitted by parties other than CoreLogic, and the CoreLogic website may provide links to other sites operated by advertisers and third parties. To the full extent permissible by Law, CoreLogic disclaims all responsibility for any error, omission or inaccuracy of such information or its failure to comply with the relevant Laws or regulations. CoreLogic has no responsibility regarding any information the Customer obtains from any other website, even if the Customer accesses it via a link from a CoreLogic website.

A11.4   To the extent that the Competition and Consumer Act 2010 (Cth) implies any guarantees with respect to the CoreLogic Services, then CoreLogic’s liability (and that of its service providers) in respect of those implied guarantees 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.

A11.5   To the extent that the Consumer Guarantees Act 1993 (NZ) (CGA) applies to CoreLogic and its supply of the CoreLogic Services or other goods or services, the Customer confirms that the CoreLogic Services or other goods or services provided by CoreLogic under this Licence are acquired for the purposes of a business (as that term is defined in the CGA) and the Customer agrees that the CGA does not apply to the CoreLogic Services or other goods or services supplied by CoreLogic under this Licence.

A11.6   The Customer understands, acknowledges and accepts that, where applicable, the CoreLogic Services supplied:

(a) are not a certified copy of any district valuation roll entry;

(b) are not provided for lending purposes; and

(c) are not a valuer’s report for the purposes of the New Zealand Trustee Act 1956 (NZ), as may be amended from time to time (as applicable).

A11.7   The Customer acknowledges and agrees that the limitations and exclusions of liability contained in:

(a) clauses A11 and A12.1 of this Licence (with all references to CoreLogic deemed to be replaced with references Third Party Data Providers (whether expressly identified by CoreLogic or not)); and

(b) clause A12.2 of this Licence,
apply for the benefit of and may be enforced by any Third Party Data Provider (whether expressly identified by CoreLogic or not) in relation to the CoreLogic Services sourced by CoreLogic from a Third Party Data Provider for the purposes of the Contract and Commercial Law Act 2007 (NZ), as may be amended from time to time (and as applicable). For the avoidance of doubt, this clause shall not in any way limit CoreLogic’s right to enforce any of the provisions of this Licence in relation to the material sourced by CoreLogic from a Third Party Data Provider.

A11.8   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.

A11.9   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.

A11.10  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.

A11.11  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.

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   Subject to clauses A11.4, A12.3 and A12.4 and to the extent permitted by Law:

(a) CoreLogic’s maximum aggregate liability to the Customer or any other person (including any Customer Representatives) for all and any Claims or Losses (in aggregate) arising directly or indirectly in connection with this Licence is $10,000; and

(b) any other Third Party Data Provider’s total aggregate liability to the Customer is limited to $1.

A12.3   The liability of the CoreLogic Group under this Licence (including under any indemnity) is reduced to the extent the Customer contributed to the Losses or Claims suffered or incurred.

A12.4   To the maximum extent permitted by Law, the CoreLogic Group will not be liable under or in connection with this Licence for any Consequential Loss.

A12.5   CoreLogic has no liability to the Customer (or the Customer’s Representatives) for:

(a) failure by the Customer to comply with any Law or codes governing the conduct of the Customer’s business;

(b) any acts or omissions, Loss, delay, defect, error, failure and/or loss of service in connection with the CoreLogic Services arising from or caused directly or indirectly by any of the following:
(i) any person (including the Customer) not within CoreLogic’s reasonable control (including any failure by the Customer to comply with the Customer’s obligations under a Product Schedule);
(ii)    equipment, data, Customer Materials or services supplied by the Customer or any third party; or
(iii)   a Force Majeure event.

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 and New Zealand 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.    RECORDS, RIGHT TO INSPECT AND AUDIT

A14.1   The Customer must maintain complete, up to date and accurate records of the Customer’s use of the CoreLogic Services and the Product Data. Such records must be kept in manner which permits them to be conveniently and properly audited for a period of at least 7 years after the expiry or termination of each applicable Product Schedule.

A14.2   The Customer:

(a) grants CoreLogic and its licensees for that purpose, upon notice to the Customer of at least two business 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.

A14.3   Without limiting the generality of clause A14.2 above, CoreLogic may within its sole discretion monitor all Product Data and the Customer’s use of the Product, including by accessing Product logs, but will not access the Customer’s systems for that purpose without giving notice in accordance with clause A14.2 above.

A14.4   Without limitation to any other rights CoreLogic may have under this Licence or at Law, if an audit review discloses that the CoreLogic Services have been used other than in accordance with this Licence or a Product Schedule, then CoreLogic may undertake any or all of the following actions:

(a) seek reimbursement for its reasonable costs of the audit; and

(b) seek to enforce any right arising under this Licence.

A15.    GOOGLE

A15.1   The CoreLogic Services may incorporate Google Maps features and content provided by Google Inc. The Customer acknowledges that its use of the Google Maps features and content is subject to the then-current version of the:

(a) Google Terms of Service at https://policies.google.com/terms?hl=en;

(b) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and

(c) Google Privacy Policy at https://www.google.com/policies/privacy/,
(together, the Google Terms)

A15.2   If the Customer breaches the Google Terms, CoreLogic may take appropriate enforcement action against the Customer, including suspending or terminating the Customer’s use of Google Maps features and content in the CoreLogic Services.

A15.3   The Customer indemnifies and holds CoreLogic and its service providers harmless from any claim whatsoever by Google Inc. relating to the Customer’s breach of the Google Terms.

A16.    CONFIDENTIALITY

A16.1   All Confidential Information of a Discloser must be kept confidential and must not be disclosed by the Recipient to any person or entity except:

(a) to the extent expressly permitted in a Product Schedule, and even then, only to the extent needed to perform the Product Schedule;

(b) on a ‘needs to know’ basis to employees, officers, directors, agents, subcontractors, auditors and regulators of the Recipient and even then, only to:
(i) the extent such persons require the information for the purposes of this Licence or a Product Schedule; and
(ii)    such persons are bound by the confidentiality obligations no less onerous than those imposed in this clause A16;

(c) to professional advisors who are bound by the confidentiality obligations no less onerous than those imposed in this clause A16 and only to the extent necessary for the advisor to provide advice about matters relating to this Licence or a Product Schedule;

(d) to the extent required by Law or the rules of any stock or securities exchange;

(e) to the extent required to do so in connection with legal proceedings relating to this Licence or a Product Schedule; or

(f) as otherwise agreed in writing by the parties.

A16.2   Each Recipient must:

(a) notify the Discloser immediately upon becoming aware:
(i) that a disclosure may be required under clause A16.1(d) or A16.1(e); or
(ii)    of any actual or suspected breach of this clause A16;

(b) consult with the Discloser before making any disclosure under clauses A16.1(d) or A16.1(e) and limit disclosure to the extent reasonably necessary to satisfy the relevant Law, regulator, judicial body or Court;

(c) take any action that is necessary to prevent or remedy any breach of the confidentiality obligations set out under this clause A16 or other unauthorised disclosure of Confidential Information at its own cost;

(d) put in place procedures and systems for preservation of confidentiality that are no less rigorous than those adopted by the Recipient for the Recipient’s own confidential information (which must be no less than what is considered good industry practice); and

(e) on written request from the Discloser, return and securely and permanently delete any Confidential Information disclosed to the Recipient by the Discloser within a reasonable time of being asked to do so and provide a written certification to the Discloser of this effect.

A16.3   If the Customer is provided with or generates Login Details in connection with the CoreLogic Services, the Customer must and must ensure that its Permitted Users:

(a) keep the Login Details confidential in accordance with this clause A16 and ensure that the Login Details are not disclosed to or used by any person other than the relevant Permitted User (Unauthorised Person);

(b) do not keep such Login Details in any form (whether encoded or un-encoded) in a location where it is capable of being copied or used by any Unauthorised Person;

(c) do not encourage, aide, abet or otherwise permit any Unauthorised Person to use the Login Details to access the CoreLogic Services; and

(d) promptly notify CoreLogic if it becomes aware, or has reason to suspect, that any of the Login Details have been disclosed to, or used by, an Unauthorised Person.

A16.4   The parties acknowledges that due to the unique nature of the Confidential Information, any breach by the Recipient of their obligations under this clause A16 could result in irreparable harm to the Discloser for which there may be no adequate remedy; and therefore, upon any such breach or threat thereof, the Discloser will be entitled to seek injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies the Discloser may have at Law.

A16.5   The Customer may not make press or other announcements or releases relating to CoreLogic and the transactions that are the subject of these General Terms and Conditions 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 applicable Law or by a stock exchange with which the Customer is listed.

A17.    PRIVACY

A17.1   The parties must ensure that they and their Representatives will comply with all Privacy Laws in connection with Personal Information used, disclosed, stored or received in connection with this Licence and any Product Schedule.

A17.2   The Discloser warrants and agrees that the Personal Information disclosed to the Recipient has been collected, processed and disclosed in accordance with the relevant Privacy Laws.

A17.3   The Recipient warrants and agrees it will collect, disclose, process, store and handle all Personal Information in accordance with the Privacy Laws applicable to the territory or territories where the Personal Information is collected, processed or stored.

A17.4   Subject to any express rights granted under this Licence or a Product Schedule, the Recipient must not (except to the extent required by Law, including the Privacy Laws):

(a) use or disclose any Personal Information supplied to it by the Discloser other than for the purposes of performing or exercising its rights and obligations under this Licence or any Product Schedule; or

(b) do anything with Personal Information that Recipient knows (or reasonably ought to know) will cause the Discloser to breach its obligations under the Privacy Laws.

A17.5   To the extent permitted by Law and in addition to any other privacy obligations in a Product Schedule, the Recipient must:

(a) not disclose, transfer, store or process Personal Information outside the Territory without the written consent of the Discloser;

(b) handle Personal Information in a manner as reasonably directed by Discloser in writing from time to time, provided that such direction will not cause Recipient to breach any Laws, including Privacy Laws, by which the Recipient is bound; and

(c) permanently de-identify all or any specifically identified Personal Information that is in possession or control of Recipient, within 30 days of such request and provide evidence of same in manner requested by Discloser or as otherwise agreed.

A17.6   Unless otherwise permitted under a Product Schedule, the Recipient must not use, or attempt to use, any data provided by the Discloser, including the Product Data, to identify any individual or individuals, whether in combination with other information or otherwise.

A17.7   The Recipient must notify the Discloser without undue delay and no less than 48 hours after becoming aware:

(a) that the Recipient may be required or authorised by Law to disclose or provide access to any Personal Information disclosed to the Recipient by the Discloser in connection with this Licence or a Product Schedule;

(b) of any material complaint relating to the Recipient’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 A17 or any Privacy Law.

A17.8   Except to the extent that compliance with a direction would cause the Recipient to breach any Law (including Privacy Laws), obligation of confidence or contractual obligations, 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 a Product Schedule;

(b) the rights of individuals to access and correct Personal Information; and

(c) complying with the Recipient’s obligations under any Privacy Law in connection with any Personal Information disclosed to the Recipient by the Discloser under a Product Schedule,

(each a Privacy Investigation), and the Discloser consents to the Recipient providing a written notice to the complainant detailing the outcome of any such Privacy Investigation.

A17.9   Each party warrants that it has in place:

(a) a system to detect and report when an event has occurred that may give rise to reasonable grounds to suspect a Data Breach has occurred; and

(b) a system to investigate and assess a suspected Data Breach promptly of becoming aware that there are reasonable grounds to suspect that there may have been a Data Breach, including a documented procedure for making an evaluation of each investigation.

A17.10  Where a Recipient has reasonable grounds to suspect a Data Breach of the Recipient has occurred, the Recipient will:

(a) notify the Discloser in writing including all relevant details regarding the suspected Data Breach without undue delay and no later than 48 hours after becoming aware of such a breach;

(b) co-operate with the Discloser to investigate the suspected Data Breach;

(c) take all reasonable steps to mitigate the impact of the Data Breach;

(d) take all reasonable actions to prevent any repeat of the Data Breach;

(e) co-operate with the Discloser in good faith to minimise reputational damage or loss of goodwill, including liaising on communications with the Privacy Regulator, affected individual(s) and other third parties to minimise disruption or distress to the individual in accordance with clause A17.12 below.

A17.11  The notification referred to in clause A17.10(a) must include all information in respect of the Data Breach reasonably requested by the Discloser for the purpose of investigating the Data Breach and at least describe:

(a) the nature of the Data Breach including (where possible):

(b) the individuals (or classes of individuals) to which the Personal Information relates and approximate number of affected individuals concerned;

(c) the categories of data and approximate number of data records concerned;

(d) the systems, infrastructure and applications involved;

(e) the form or manner in which the information was stored (including, whether it was encrypted or protected by other security measures);

(f) the measures taken or proposed to be taken by the Recipient to address, remediate and mitigate the Data Breach, including, where appropriate, measures to mitigate its possible adverse effects;

(g) the likelihood that security measures or encryption (if any) can be overcome;

(h) to the extent known or foreseeable by the Recipient, the likely consequences of the Data Breach, including:
(i) the likelihood of serious harm or likelihood of risk to the rights or freedoms of the impacted individuals;
(ii)    the kinds and number of persons who could have obtained unauthorised access to the data,
and, to the extent it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay.

A17.12  Where a Data Breach is a Data Breach of the Recipient, except where a failure to notify would result in a breach of Privacy Laws, the Recipient must not disclose to any Privacy Regulator, affected individuals or other third party the occurrence, existence or circumstances surrounding an actual or suspected Data Breach without the prior written approval of the Discloser.

A17.13  Subject to clause A17.12, if the Data Breach is a Notifiable Data Breach of the Recipient and, if required by the Discloser, the Recipient must:

(a) prepare, or assist the Discloser to prepare, a notification to the Privacy Regulator relating the Notifiable Data Breach;

(b) notify, or assist the Discloser to provide the statement to, those individuals affected by the Notifiable Data Breach;

(c) provide a draft of the notices referred to above prior to notification to the Privacy Regulator, affected individual(s) or third party and consider the Discloser’s reasonable and lawful feedback and amendments; and

(d) co-operate in good faith with the Discloser in relation to the matters set out in this clause A17.13,
and, unless otherwise directed under this clause, the Recipient consents to the Discloser providing a written notice to the Privacy Regulator, affected individuals and third parties including the matters notified to the Discloser under clauses A17.10 and A17.11.

A17.14  Where the Recipient makes a notification under clause A17.13, it will provide a copy of all such notifications to the Discloser.

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; and

(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   Where CoreLogic exercises its right to suspend in good faith, CoreLogic will not incur any liability for any such suspension under clause A18.2.

A18.4   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.

A18.5   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).

A18.6   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.

A18.7   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; A10; A11, A6.4, A12; A13; Error! Reference source not found.; A14; A16; A18; A19; A14;A21; and A22.

A20.    NOTICES

A20.1   All notices hereunder will be in writing addressed to the parties at their respective addresses notified to each other from time to time.

A20.2   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.

A20.3   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.

A21.    GENERAL PROVISIONS

A21.1   No right under this Licence will be deemed to be waived except by notice in writing signed by the party to be bound.

A21.2   This Licence will be governed by and construed in accordance with the Laws in force in the Territory. Each party submits to the non-exclusive jurisdiction of the courts of that place.

A21.3   No variation of this Licence or a Product Schedule will be binding unless it is in writing and signed by the parties.  In this regard, the following will constitute acceptance by the Customer:

(a) electronic acceptance such as by clicking “I agree” (or similar) upon notification of any variation to the terms of a Product Schedule; and

(b) continued use of the CoreLogic Services following the written notification of any variation to the terms of a Product Schedule (provided that CoreLogic has the express right to vary the term unilaterally).

A21.4   The Customer cannot assign, transfer or novate 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.

A21.5   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.

A21.6   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.

A21.7   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.

A21.8   The rights and remedies provided in this Licence are in addition to other rights and remedies given by Law.

A21.9   Each party agrees to do all things and sign all documents necessary or desirable to give full effect to the provisions of this Licence or any Product Schedule and the transactions contemplated by it.

A21.10  Where any right under this Licence is expressed to be for the benefit of CoreLogic, the parties accept and acknowledge that CoreLogic will hold such right upon trust for each member of the CoreLogic Group, where each member of the CoreLogic Group is entitled to enforce such right in its own name.

A21.11  This Licence (together with any relevant amendments) constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

A21.12  The Customer agrees that CoreLogic may send the Customer commercial electronic messages marketing CoreLogic’s goods and services and new products. The Customer also agrees that CoreLogic may send electronic messages containing updated information in relation to the services, news and various other information of related interest.

A21.13  The Parties consent to entry into this Licence by electronic means pursuant to the Electronic Transactions Act 1999 (Cth) or any equivalent legislation in the relevant jurisdiction.

A22.    DEFINITIONS AND INTERPRETATION

A22.1   In these General Terms and Conditions, unless the context requires otherwise, or unless otherwise provided in a relevant Product Schedule:

Administrator means the person(s) having the allocated administrator log in for the Customer and having such administration rights as granted from time to time by CoreLogic.

API Key means the individual key allocated to the Customer and any additional security measures which may be introduced from time to time, enabling access to a Product accessible via a CoreLogic API.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether arising in contract (including under an indemnity), tort (including negligence), statute, equity, at Law or otherwise.

Confidential Information means information (in any form) directly or indirectly disclosed by the Discloser to the Recipient (regardless of whether identified as such or not) and includes:

(a) the terms of this this Licence;

(b) the terms of each Product Schedule and the commercial arrangements between CoreLogic and the Customer;

(c) any information that the other party knows, or ought to know, is confidential to the Discloser;

(d) the Discloser’s Intellectual Property Rights and in the case of CoreLogic, any Intellectual Property Rights of third party suppliers to CoreLogic (or its Related Bodies Corporate);

(e) in relation to CoreLogic, the CoreLogic Materials; and

(f) in relation to the Customer, any Customer Materials,
but does not include the Excluded Information.

Consequential Loss means:

(a) special, indirect, incidental or punitive loss or damage (including loss of profits or savings, loss of opportunity, loss or damage to or corruption of data, loss of goodwill, loss of reputation), whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise; or

(b) loss not in the ordinary contemplation of the Parties upon entering into a Product Schedule.
CoreLogic means RP Data Pty Ltd ABN 67 087 759 171 trading as CoreLogic Asia Pacific.

CoreLogic API means the application programming interfaces owned and/or licensed by CoreLogic, which allows the Customer to access or call a Product and CoreLogic Materials or integrate a Customer Application, and which:

(a) may consist of programmatic web APIs, interface definitions, generated code libraries, data and files and associated tools and/or documentation;

(b) includes all Modifications; and

(c) is made available by CoreLogic in its test and/or production environments (and such other environments) made available to the Customer from time to time.

CoreLogic Disclaimers means (as applicable) any copyright or other proprietary notice, legal disclaimer, or government disclaimer located at http://corelogic.com.au/about-us/disclaimer.html or otherwise:

(a) provided by CoreLogic to the Customer from time to time; or

(b) provided with any Product Data.

CoreLogic Group means RP Data Pty Ltd, CoreLogic NZ Limited, and CoreLogic UK Limited.

CoreLogic Environment means any hardware, software, information, networks, systems or other technology solutions owned or controlled by CoreLogic (in the ordinary course of operating its business).

CoreLogic Materials means all Intellectual Property Rights (of CoreLogic, its Related Bodies Corporate and/or third party suppliers), CoreLogic Confidential Information, Product Data, CoreLogic API, CoreLogic Services, the CoreLogic Environment, databases, platforms and models, including any other material provided or supplied by CoreLogic to the Customer, or otherwise accessed by the Customer in the use of the CoreLogic Services, and includes all Modifications to those materials.

CoreLogic Services means the services provided by CoreLogic to supply the Product Data, or other Products; access to software or hosted platforms 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 Application means the software application, website, or digital platform owned or licensed by the Customer and which:

(a) is used by the Customer to access and use the Product Data through the CoreLogic API for the Customer Permitted Purpose;

(b) is used by End Users and Customer End Users for the relevant Permitted Purpose(s);

(c) complies with the Solution Design attached to the Product Schedule; and

(d) is described in the Product Schedule.

Customer Materials means any 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 listings data, agent details and any content posted or entered into any Product from time to time, but for clarity, does not include:

(a) the CoreLogic Material supplied under or in connection with the CoreLogic Services; and

(b) any materials that independently comes into the possession of CoreLogic (other than through the Customer or its Representatives);

Customer’s Representative(s) means the Customer and any of its employees, officers, directors, agents, contractors, mortgage brokers, associates, representatives and any other person who acts for or on behalf of the Customer, including its Permitted Users, or any other person who accesses or uses the CoreLogic Services (or any part of them) through the Customer (regardless of whether the person has the consent of the Customer or not).

Data Breach means a breach of security of the Recipient resulting in the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to;

(a) where the Customer is the Recipient, the CoreLogic Materials transmitted, stored or otherwise processed by the Customer in connection with this Licence or a Product Schedule; or

(b) where CoreLogic is the Recipient, the Customer Materials transmitted, stored or otherwise processed by CoreLogic in connection with this Licence or a Product Schedule.

Derivative Work means a new original work or other works or materials created by the Customer, where expressly permitted in a Product Schedule, based upon (whether by using, incorporating, adapting, altering, modifying or other nature) the CoreLogic Materials (in whole or in part) regardless of the means of doing so.

Direct Marketing means one to one marketing, normally supported by a database, which uses one or more advertising mediums to affect a measurable response and / or transaction from a person and includes, but is not limited to, telemarketing, bulk email messaging, postal canvassing, list brokering, the compilation, updating or validation of mailing lists, data matching, data analysis or data mining (whether through manual analysis or automated “big-data” type analysis), contacting vendors or purchasers, creating, preparing, compiling, updating or validating any marketing or contact lists.

Discloser means the party disclosing Confidential Information and/or Personal Information (as applicable) to the other party (or its representatives) in connection with a Product Schedule.

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 Licence or any Product Schedule.

End User means the person who is supplied (by the Customer or a Permitted User) a Product or a Product derivative for that person’s own personal (non-commercial), as permitted by this Licence.

Excluded Information means any information to the extent which:
(a) it is in, or becomes part of, the public domain other than through breach of this Licence or an obligation of confidence owed to the Discloser; or

(b) the Recipient can prove by contemporaneous written documentation:
(i) it was already known to it at the time of disclosure by the Discloser; or
(ii)    it was independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
(iii)   the Recipient acquired it from a source other than the Discloser or any of its representatives, where such a source is entitled to disclose it on a non-confidential basis.

Fees means the fee as set out in a Product Schedule (as applicable).

Force Majeure means any circumstances beyond a party's control including strikes or industrial disputes, acts of God, epidemics and pandemics, acts of government, declared states of emergency, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, 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.

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.

Grossly Negligent means an act or omission done with reckless disregard, whether consciously or not, for the consequences of the act or omission.

GST has the meaning given to:

(a) where the currency is in AU$:  that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

(b) where the currency is in NZ$: goods and services tax in the Goods and Services Tax Act 1985 (NZ),
(together, GST Law).

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.

Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected or recognised at Law and includes all current and future registered and unregistered rights relating to:

(c) trade marks, business names, domain names, copyright works, databases, software, circuit layouts, designs, patents, trade secrets, know-how, inventions and discoveries, and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967; and

(d) any application or right to apply for the registration of any of the rights referred to in paragraph (a) above.

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).

Login Details means any user names, passwords, tokens, API Keys and other authentication credentials for use by a Permitted User for the purpose of accessing the CoreLogic Services.

Loss means all liabilities, losses, damages, outgoings, costs and expenses including reasonable legal costs (on a solicitor-client basis) and any penalties or fines imposed by a regulatory authority.

Modifications means all enhancements, modifications, updates, improvements, configurations and derivative works relating to or in connection with the CoreLogic Materials or CoreLogic Services.

Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any other Law in the applicable jurisdiction), that exist or that may come to exist, anywhere in the world.

Notifiable Data Breach means a Data Breach or any other data breach that is notifiable to a Privacy Regulator under applicable Privacy Laws in respect of Personal Information which is disclosed to or received by a party under or in connection with a Product Schedule and includes (to the extent applicable):

(a) an ‘Eligible Data Breach’ as defined under clause 26WE of the Privacy Act 1988 (Cth);

(b) a ‘Notifiable Privacy Breach’ as defined under s112 of the Privacy Act 2020 (NZ);

(c) a ‘personal data breach’ as defined under Article 4 of the GDPR and notifiable under Article 33 of the GDPR; and incorporated into the Data Protection Act 2018 (UK).

Payment Date means the due date specified in an invoice from CoreLogic, or if no due date is specified, means the 20th day of the month following the date of an invoice from CoreLogic.

Permitted Purpose has the meaning set out in a Product Schedule or Part B (as applicable), or if no purpose is set out in a Product Schedule, means for the Customer’s internal business purposes.

Permitted User(s) means:

(a) person(s) or entities expressly identified as such in a Product Schedule; or

(b) parties who have been allocated usernames and passwords in relation to the CoreLogic Services in accordance with this Licence,

and to the extent that Customer Representatives are not expressly identified by name or type in a Product Schedule, any such reference in the Product Schedule to a Customer Representative shall be limited to those Customer Representatives who:

(a) are required by the Customer to access the CoreLogic Services but only to the extent needed to enable the Customer to achieve the Permitted Purpose; and

(b) who are approved in writing by CoreLogic (such approval not to be unreasonably withheld).
Personal Information means 'personal information' as that term is defined in the relevant and applicable Privacy Laws, and which is disclosed to or received by a party under or in connection with an agreement.

Privacy Laws means all relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to the Personal Information applicable to the relevant party and includes (only to extent the relevant parties are subject to it):

(a) Australia:  the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth) and any State or Territory acts and regulations applicable in the relevant State or Territory; and all applicable binding privacy codes or policies;

(b) New Zealand:  the Privacy Act 2020 (NZ) and the New Zealand Information Privacy Principles which form part of the Act, and the Unsolicited Electronic Messages Act 2007; and all applicable binding privacy codes or policies;

(c) UK:  the Data Protection Act 2018 (UK); and

(d) European Union:  the EU General Data Protection Regulation 2016/679 (repealing Directive 95/46/EC) and Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC, and as may be superseded by the EU ePrivacy Regulation) and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority.

Privacy Policy means CoreLogic’s privacy policy located at https://www.corelogic.com.au/about-us/privacy-policy, as updated from time to time.

Privacy Regulator means any third-party entity which is able to exercise authority over the Discloser through operation of applicable Laws, and includes:

(a) in Australia:  the Australian Prudential Regulation Authority, and the Office of the Australian Information Commissioner;

(b) in New Zealand:  the Office of the Privacy Commissioner;

(c) in the UK:  the UK Information Commissioner’s Office; and

(d) in the European Union:  the office of the relevant information commissioner.

Product means the Product or Products defined in a Product Schedule.

Product Data means any data, facts, information, statistics, analytics, indices, results, reports, valuation estimates, photographs, or meta data, (including any Personal Information, property transactional, ownership and occupancy information, Property Attribute Data) or other information which is (at any time) accessed or obtained by you through the CoreLogic Services.

Product Schedule means the schedule or application 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.

Property Attribute Data means factual data and information relating to a real property including recent sales activity, physical, environmental and other observable characteristics or features relating to that property including: living area and layout, number of bedrooms, bathrooms, floor levels, number of car spaces and type, fixtures, utility services, condition (including repairs, hazards or defects), access; construction type and materials, roof type, land size, property aspect, land and yard feature, spatial data; property improvements (such as buildings, pool, garage), and year built or renovated.

Recipient means the party receiving Confidential Information and/or Personal Information (as applicable) from the other party (or its representatives) in connection with a Product Schedule.

Related Bodies Corporate:

(a) in New Zealand, has the meaning given to the term “Related Company” as that term is defined in the Companies Act 1993; and

(b) in Australia, has the meaning as defined in the Corporations Act 2001 (Cth),

and Related Body Corporate has a corresponding meaning.

Renewal Period has the meaning given in clause A1.

Representative means the CoreLogic Representatives and/or the Customer Representatives (as applicable).

Tax Invoice has the meaning given to that term in the GST Law.

Territory means Australia and New Zealand, or any other territory as specified in a Product Schedule.

Third Party Data Provider means any third party provider of data that is incorporated in the Product Data (and includes Land Information New Zealand and Australian State and Territory titles registries).

Trial Period means the period during which the Customer is granted access to the Products on a trial basis, at the Trial Period Charge, as specified in the Product Schedule.

Trial Period Charge means the fee (if any) payable for a trial period, as specified in the Product Schedule.

Update means an update by way of changes within the current software on which the Product is based.

Upgrade means a new version of the software on which the Product is based.

Website means  the website through which the Products are made available.

A22.2   In this Licence and each Product Schedule / Product Module, unless the context otherwise requires:

(a) headings are for convenience of reference only and will not affect the interpretation hereof;

(b) the words “include” and “including” are not words of limitation;

(c) words importing the singular number will include the plural and vice versa;

(d) monetary amounts, $, £ or dollars expressed in a Product Schedule are a reference to the lawful currency of the Territory and are expressed as exclusive of GST, if any;

(e) other grammatical forms of a word or phrase defined in this Licence or a  Product Schedule or Module (as applicable) have a corresponding meaning;

(f) clause, schedule, annexure, exhibit or module is a reference to a clause, schedule, annexure, exhibit or module to this Licence or a Product Schedule or Module (as applicable);

(g) an expression importing a natural person includes a partnership, joint venture, association, corporation, trading trust or other body corporate or government agency;

(h) a reference to any thing includes a part or all of that thing;

(i) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(j) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

(k) a reference to a party to a document includes that party's successors and permitted assigns;

(l) where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

A22.3   Industry used terms in respect of licensing or provision of data and/or information shall have the meaning generally applied to them (and as adopted by CoreLogic), and in this regard:

(a) analytics shall extend to the retrospective, current or forecast data output from a model and includes scores, variables, statistics, values, derived data, indices or estimates; and

(b) models or modelling shall extend to any mathematical algorithm, statistical algorithm, rules based algorithm, formula or similar that utilises data inputs to produce an output.

Part B - Special Terms for Data Products

These special terms apply to customers using CoreLogic Services containing Product Data. (DATA PRODUCTS).

B1. USE RESTRICTIONS AND PERMISSIONS – DATA PRODUCTS

B1.1    The Customer agrees that the Product Data within the Data Products is made available subject to the disclaimers, limitations and descriptions set out in the CoreLogic Disclaimers, and that any direct or indirect use by the Customer or Permitted User of any Product Data is subject to the disclaimers, limitations and descriptions set out in the CoreLogic Disclaimers, and the Customer must where required display the Disclaimers as required in a particular Product Schedule.

B1.2    In addition to the restrictions set out elsewhere in this Licence, the Customer and its employees, agents and contractors must not:

(a) use or distribute QVAS Identified Information for Direct Marketing purposes 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.

B1.3    Despite any other provision in this Licence, the Customer may use the Product Data within the tab titled “Direct Marketing” in its RP Data Product for Direct Marketing purposes, provided that:

(a) it does not use any other feature or aspect of the RP Data 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 dmfeedback@corelogic.com.au;

(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 B1.2 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).

B1.4    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 this Licence; and

(b) ensure that its employees, agents and contractors comply with all terms of this Licence.

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. USAGE/AUDIT ON USE – DATA PRODUCTS

B3.1    The Customer must assist CoreLogic and the PIIPD Code Oversight Committee with any investigation into to a suspected breach of this Licence. 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.

B3.2    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 this Licence, CoreLogic may (of its own volition or at the direction of the PIIPD 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.

B4. GOVERNMENT SUPPLIER TERMS

B4.1    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 or derive revenue from 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.

B4.2    The Customer further acknowledges and agrees that:

(a) the VA Data is derived from Landgate’s location information, © Western Australian Land Information Authority (Landgate);

(b) Landgate owns all copyright in the location information which is protected by the Copyright Act 1968 and 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;

(c) the location information that the VA Data is derived from is provided by Landgate in good faith on an “as is” basis;

(d) 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 liability in negligence) arising from or connected to any errors or omissions in the location information;

(e) 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 and that reliance should only be placed on the original source documents such as the certificate of title and survey plan available from Landgate;

(f) it must exercise its 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;

(g) areas and dimensions shown in location information and VA Data may be approximate values only and it must refer to official registered documents, survey plans, diagrams etc available from Landgate for accurate area, dimensions and other information;

(h) 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; and

(i) it consents to its information being collected and provided to Landgate for audit and inspection purposes.

B4.3    Where the Product contains data (Licensed Data) supplied by any department or authority of the State of Queensland (Qld Authority), the Customer further acknowledges and agrees to these Standard Terms:

(a) Ownership: it has no rights of ownership in the Licensed Data and the Qld Authority is the owner of the intellectual property rights including copyright in and to the Licensed Data or has the right to make it available under licence arrangements, and has made a licence arrangement with CoreLogic;

(b) Liability: the Qld Authority gives no warranty in relation to the Licensed Data (including accuracy, reliability, completeness, currency or suitability) and accepts no liability (including, liability in negligence) for any loss, damage or costs (including consequential damage) relating to any use of the Licensed Data;

(c) Permitted Use: it will not use the Licensed Data to provide a Mail Merge Functionality, with the intention of encroaching upon the privacy of an individual or for Direct Marketing, and will comply with the Privacy Laws and the PIIPD Code of Conduct as applicable; and

(d) Personal Use: it will only use the Qld Data received from CoreLogic for its own personal use or in the ordinary course of its business (eg. Solicitor, Accountant, valuer etc.), and that it is not a business acting as a reseller of any products derived from or based on the Licensed Data.

B4.4    Where the Product Data contains data supplied by any department or authority of the State of Victoria, including the Licensor, the Customer further agrees that it must not (and must ensure that no other person) Access or Use the Licensed Material to:

(a) prepare mailing lists or to assist in direct marketing;

(b) reproduce, sell, disclose, repackage or on-supply the Licensed Material other than in the form in which it is provided to the Customer for the purpose of the Customer or its client making an informed decision on a matter relating to land; or

(c) breach the provisions of the Copyright Act 1968 (Cth) in relation to access to and use of the Licensed Material.

B4.5    The Customer acknowledges that it is only authorised to access certain parts of the Licensed Material depending on whether the Customer is a Valuer, a Licensed Real Estate Agent, a Government Agency, or a User.

B4.6    The Customer must not Access or Use the Licensed Material for direct marketing or promotional purposes, including compilation, update or validation of mailing lists, list brokering, data matching, data analysis or data mining (whether through manual analysis or automated “big-data” type analysis), contacting vendors or purchasers, creating, preparing, compiling, updating or validating any marketing or contact lists. The Customer must not cause or allow the presentation of the Licensed Material to be linked directly or indirectly to other information (including a reference to a website) that may infer that any part of the Licensed Material may be used or available for direct marketing or promotional purposes. For the avoidance of doubt, this clause B4.6 does not prevent the Licensed Material being used for the purpose of general research of the property market.

B4.7    The Customer acknowledges that CoreLogic is prohibited from offering any feature or service that would permit the Licensed Material to be searched by any name, such as the purchaser(s) name or vendor(s) name, and the Customer must not Access or Use the Licensed Material (such as systematic or bulk Downloads) for the purpose of carrying out or facilitating such a search.

B4.8    The Customer acknowledges that if it contravenes any of the requirements of clauses B4.4 to B4.8, then its Access to the Licensed Material may be suspended or terminated immediately.

B4.9    Upon the expiration or termination of the Agreement or this Licence, the Customer must immediately destroy all Licensed Material in the possession or control of the Customer and its employees and agents, and provide to CoreLogic a certificate signed by the Customer’s director or company secretary (if a company), a partner (if a partnership) or the Customer (if a sole trader) verifying the destruction.

B4.10   If the Licensed Material to be provided to the Customer includes vendor and purchaser names, then the Customer must execute a Customer Deed Poll prior to being given access to such details.

B4.11   The Customer may disclose the Licensed Material to another person as follows:

(a) to any employee or agent of the Customer on a needs to know basis, provided that the recipient, if required by the Licensor, procures the recipient to execute a Confidentiality Deed in favour of the Licensor;

(b) if the Customer is a Valuer or Licensed Real Estate Agent, to its client provided that all of the following are satisfied:

(i) the client has commissioned the Customer to carry out a valuation of real estate or engaged the Customer to sell real estate on behalf of the client, such that the Customer is required to prepare an estimated selling price of the real estate;

(ii)    the Customer only includes such part of the Licensed Material necessary to carry out the valuation or prepare an estimated selling price for the client; and

(iii)   in any case, details to be provided to the client must be limited to a relevant property address, land description, sale price and date of sale and must not contain any details of any vendor or purchaser contained in the Licensed Material;

(c) in the case of a Licensed Real Estate Agent, in a Statement of Information prepared in accordance with section 47AF of the Estate Agents Act 1989 (Vic) to the extent required to comply with that provision;

(d) if the Customer is a Valuer or Licensed Real Estate Agent, with the Licensor’s prior written consent, to companies, firms or persons carrying on business by way of a common franchise agreement or a similar common business structure; and

(e) as permitted by law.

B4.12   Where the Product Data contains data supplied by or on behalf the State of South Australia, The Customer acknowledges and agrees that:

(a) Warning: The information contained in this dataset is extracted from records of land status and cadastral boundary definition held by the Government of the State of South Australia (the "State") (SA Data). The SA Data is not represented to be accurate, current, complete, or suitable for any purpose, at the time of its supply by the State, and may have changed since the date of supply by the State.  The software by which the SA Data is provided is not represented to be error free. No responsibility is accepted by the State for any reliance placed by any person upon the SA Data, or the software by which it is provided. Persons acquiring or using the SA Data and its associated software must exercise their independent judgement in doing so;

(b) Copyright: Copyright in the SA Data remains with the State of South Australia. The information is reproduced under licence from the State;

(c) Privacy: The SA Data contained in this dataset must not be used for the purposes of compiling contact lists, whether personalised or not.

B5. DEFINITIONS – DATA PRODUCTS

In these clauses B1 to B5:

Access means any form of access to the Licensed Material or any information containing, sourced, extracted, modified, based on, utilising, generated or in any way derived from the Licensed Material, including accessing the same via Download, Enquiry and Read Only Access functions;

Agreement means the LANDATA® Licensing Agreement for Property Sales Data between the Licensor and CoreLogic;

Code Oversight Committee means the committee established to administer the QVAS Code of Conduct.

Confidentiality Deed means a confidentiality deed in the form specified by the Licensor in the Agreement;

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.

Customer Deed Poll means a deed poll in the form set out in Schedule 4 of the Agreement;

Direct Marketing means one to one marketing using personal details (e.g. name, address, email address or other personal information), normally supported by a database/resource, which uses one or more advertising media to effect a measurable response and/or transaction from a person (including a corporation or organisation) and includes, but is not limited to, telemarketing, bulk email messaging (spam), postal canvassing, and list brokering.

Download means the capture of any part of the Licensed Material in electronic form and the transmission of such material via the API or a file transfer to another storage medium or services (including hard drive, USB storage devices, optical storage medium, and Electronic Storage Services);

Enquiry means electronic Access to any part of the Licensed Material by a person who may view data and reproduce a physical copy (such as by printing a hard copy) but who is prevented from modifying data or Downloading the material;

Government Agency means any government and governmental body, whether Commonwealth, State, Territorial or local;

Licensed Data means data that is owned by or licensed to the State of Queensland (Department of Resources) and has been licensed to CoreLogic under an agreement.

Licensed Data Product(s) means any Value Added product derived from or based on the Licensed Data or any other Licensed Data Products(s).

Licensed Material means that part of the data and materials relating to property sales and/or land valuation licensed by CoreLogic under the Agreement that is provided by CoreLogic to the Customer under this Licence;

Licensed Real Estate Agent means a licensed real estate agent as defined in section 4 of the Estate Agents Act 1980 (Vic);

Licensor means the Crown in right of the State of Victoria through the Department of Environment, Land, Water and Planning (ABN 90 719 052 204);

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.

Mail Merge Functionality means a facility under which a form letter can be sent to many recipients with each letter personalised using a Licensed Data Product. The facility takes each recipient’s name and/or address (from a Licensed Data Product) and enters it in its usual place on a form letter, and may also print out mailing labels.

Permitted Use means the allowed use of the Licensed Material as described in the Valuation of Land Act 1960 (Vic) and as directed by any Ministerial direction which is gazetted from time to time and as specified in the agreement between CoreLogic and the Customer;
PIIPD Code of Conduct is the Personal Identification Information in Property Data Code of Conduct for access to bulk data including identified information in the Queensland Valuation and Sales System (QVAS) database. More information about the PIIPD Code of Conduct can be found at www.propertydatacodeofconduct.com.au.

Privacy Laws means any legislation (or mandatory government policy, where applicable) enacted by Federal or State agencies in relation to privacy and includes the Privacy Act 1988 (Cth) and Information Privacy Act 2009 (Qld).

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.

Read Only Access means electronic access to any part of the Licensed Material by a person who may only view the data, and who is not permitted to copy it, retransmit it, reproduce it in a physical copy, modify it, delete it or Download it;

Register of Excluded Parties means a register maintained by the PIIPD 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.

Related Body Corporate has the meaning given in section 9 of the Corporations Act 2001 (Cth);

Use means to view or to use the Licensed Material;

Value Add/Adding/Added means any repackaging which irreversibly changes the form of the Licensed Data or any augmenting or incorporation of the Licensed Data with other data. Conversion onto a different media or the translation into a different format (e.g. changing colour and formatting) of Licensed Data is not Value Adding.

Valuer means a practising land valuer who meets the requirements for qualifications or experience as specified from time to time by the responsible Minister under section 13DA(2) of the Valuation of Land Act 1960 (Vic) or is a member of the Australian Property Institute; and

Website means a set of related web pages located under a single domain name.

Part C - Special Terms for Education Courses

These special terms apply to customers that use CoreLogic services as a component of an educational course as approved by CoreLogic

C1. CUSTOMER RESPONSIBLE FOR STUDENT USE

C1.1    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).

C1.2    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.

C2. ACCESS

C2.1    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 in writing. The Customer indemnifies and holds 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.

C2.2    The Customer and Students can only use the CoreLogic Services or Product Data (or other Confidential Information) stipulated in the Product Schedule.

C3. PURPOSE

C3.1    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.

C3.2    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 any terms of this Licence (including any applicable Product Module).

C4. FEES

C4.1    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.

C5. BREACH AND TERMINATION

C5.1    If any use is made of the CoreLogic Services or Product Data by any Student contrary to clause C3.2 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.

C5.2    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 D - 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/legals/end-user-terms-land-titles  when accessing, downloading and using any title or registry search(es) procured through any CoreLogic platform or service

Part E - Special Terms for Emap

These special terms apply to customers that use the eMap product

E1. Additional terms

E1.1    Emap means the online eMap services made available by CoreLogic via the website (and includes the Product Data) and, if applicable, customised by the Customisation Services, as further described in the Product Schedule.

E1.2    Where the Customer has elected to have access to the Terranet Services for the purposes of purchasing additional property reports and/or legal document ordering, the Customer’s use of the Terranet Services will be governed by the terms and conditions for the Terranet Services available through the Terranet Website.

E2. Definitions

Customisation Fees means the fees for the Customisation Services as set out in the Product Schedule.

Customisation Services means the customisation and integration of the Product and other data available through the Website as set out in the Product Schedule, but does not include any Support Services.

Services means, as applicable, the Customisation Services and/or the Support Services.

Support Fees means the fees for the Support Services as set out in the Product Schedule.

Support Services means the training and support services as set out in the Product Schedule.

Terranet Services means the legal document and property report ordering services available through the Terranet Website.

Terranet Website means www.terranet.co.nz.

Part F – Special Terms for Estimator Platinum Builders

These special terms apply to customers that use the Estimator Platinum Builders product

F1. Additional terms

F1.1    Estimator Platinum Builders means the property and building information services and platforms (including the Planswift Products) described in the Product Schedule.

F1.2    Access:  Via the Website.

F1.3    Upon termination of the Licence, the Customer may continue using the Planswift Products and the Product Data, subject to the Customer’s ongoing compliance with clause A2.1 of this Licence and the terms of this Licence intended to survive termination or expiry of this Licence.

F2. Additional definitions

Planswift Products means Planswift Pro Metric V9, as set out in the Product Schedule, which may be licensed to the Customer by CoreLogic with or without the Product, the Cordell Tab.

Part G - Special Terms for Address Right Locator

These special terms apply to customers that use the Address Right Locator product.

The special terms for the CoreLogic APIs also apply to this part G.

G1. Additional terms

G1.1    Address Right Locator means the:

(a) online reverse geocoder tool, “Address Right Locator”, that enables the Customer to obtain an Address Right location address from a web mapping tool (which may be the CoreLogic Basemaps web mapping Product), made available by CoreLogic to the Customer and Permitted Users for the Permitted Purpose; and

(b) the services provided by CoreLogic to enable the set-up, configuration of, and integration of the Address Right Locator API with the Customer Application and any support services, as set out in the Product Schedule.

G1.2    Access: Via the Address Right Locator API

G2. Additional definitions

Address Right Locator API means the application programming interface owned and/licensed by CoreLogic, which allows the Customer to access the Product and CoreLogic Materials, and includes all enhancements, modifications, updates, improvements, replacements and the like to the Address Right Locator API.

API Key means the individual key allocated to the Customer and any additional security measures which may be introduced from time to time, enabling access to the Address Right Locator API.

Part H - Special Terms for Basemaps

These special terms apply to customers that use the Basemaps
The special terms for the CoreLogic APIs also apply to this Part H.

H1. Additional terms

H1.1    Basemaps means the online web mapping tool, Basemaps, made available by CoreLogic to the Customer and Permitted Users and includes the Product Data, and the services provided by CoreLogic to enable the set-up, configuration of, and integration of the Basemaps API with the Customer Application and any support services, as set out in the Product Schedule.

H1.2    Access: Via the Basemaps API.

H1.3    If the Customer proposes to charge a fee to the End User (or otherwise earn revenue from End Users) in connection with End Users’ access or use of Product Data, the Customer must first obtain CoreLogic’s consent to such proposal.  CoreLogic’s consent (if given) may be given subject to such terms and CoreLogic determines (including the requirement for the payment of fees or royalties or the like to CoreLogic).

H2. Additional definitions

Basemaps API means the application programming interfaces owned and licensed by CoreLogic, which allows the Customer to access the Product and CoreLogic Materials, and includes all enhancements, modifications, updates, improvements, replacements and the like to the Basemaps API.

End User means the Customer’s end users that have access to Product Data as set out in the Product Schedule.

Service means the services provided by CoreLogic to enable the set -up, configuration of, and integration of the Basemaps API with the Customer Application and any support services, as set out in the Product Schedule.

Part I - Special Terms for Address Right

These special terms apply to customers that use the Address Right product.

The special terms for the CoreLogic APIs also apply to this Part I.

I1. Additional terms

I1.1    The Address Right means CoreLogic’s address search and verification service which is accessed via the Address Right API, and includes access to the Product Data, and any documentation required to access the Product, and any associated Support Services specified in the Product Schedule.

I1.2    Access: Via the Address Right Locator API

I1.3    The Customer acknowledges that:

(a) subject to the provisions of this Licence, when carrying out the Permitted Purpose, the Customer is permitted to use the Product Data to verify addresses where addresses held by the Customer are incorrect, and once verified, to adopt the verified address into its own database(s) but with those verified addresses (which contain the Product Data) remaining subject to the licence granted in clause A2 of this Licence;

(b) Matched Addresses must be stored on a secure server and the Customer must ensure security is in place to prevent collection, scraping, harvesting or bulk exporting of the Matched Addresses or any associated data by third parties. If the Customer knows or has reason to believe that there has been or is about to be collection, scraping, harvesting or bulk exporting of the Matched Addresses or any associated data by third parties the Customer must immediately notify CoreLogic by email to help@corelogic.co.nz and must adhere to all reasonable instructions from CoreLogic to rectify such breach.

I2. Product and Support Services

I2.1    For Upgrades only:

(a) CoreLogic will provide all supporting documentation reasonably necessary to enable the Customer to make the necessary changes to its internal system as required to continue using the Product following the Upgrade; and

(b) will also provide up to one hour of technical assistance for the Customer at no additional charge, with any additional support or assistance required by the Customer being charged on a time and materials basis, at CoreLogic’s then current standard rates, as agreed between the parties.

I2.2    CoreLogic will use its best endeavours to schedule any planned outages outside of normal business hours of 8.00am – 5.30pm on any Business Day, and will provide to the Customer no less than one weeks’ notice by email, prior to any scheduled outages.

I2.3    CoreLogic will provide the Support Services as specified in Appendix A to this Part.

I3. Fees

I3.1    The cost of any Address Cleansing services (as specified in the Product Schedule) shall be added to any Fees.

I3.2    CoreLogic will track the number of Records selected by the Customer during each month, and on the last Business Day of each month, CoreLogic will raise an invoice for the Fees incurred for that month. Each CoreLogic invoice shall be due and payable on or before the 20th day of the month following the date of CoreLogic’s invoice (the Due Date).

I4. Address Cleansing

I4.1    Where selected in the Product Schedule, CoreLogic will provide an initial Address Cleansing Service through which CoreLogic:

(a) receives the Customer Materials from the Customer;

(b) develops scripts for Automated Matching;

(c) matches the relevant Customer Materials against CoreLogic’s Address Data using Automated Matching;

(d) where selected, matches unresolved Customer Materials using Manual Matching up to the maximum number of hours as set out in the Product Schedule; and

(e) returns the Matched Addresses to the Customer.

I4.2    The Customer must deliver the Customer Materials in the Customer Data Format as specified in the Product Schedule. CoreLogic takes no responsibility for the Customer Materials and in no way warrants or guarantees the accuracy, performance, correctness or reliability of the Customer Materials and therefore the Matched Addresses generated in reliance on the Customer Materials.

I4.3    In supplying the Customer Materials the Customer takes full responsibility for the disclosure and use of the Customer Materials, including the Customer Material’s compliance with all relevant legislation (including but not limited to the Privacy Act 2020).

I4.4    The Customer grants CoreLogic a non-exclusive, non-transferable, non-sublicensable, royalty free licence to use the Customer Materials to the extent necessary to enable CoreLogic to deliver the Matched Addresses.

I4.5    For clarity, the Matched Data (to the extent it contains Product Data) remains subject to the licence granted by CoreLogic to the Customer in clause A2 of this Licence.

I5. Additional Customer responsibilities

I5.1    The Customer acknowledges that:

(a) the Product will be supported in accordance with the Standard Support Services specified in Appendix A to this Part;

(b) CoreLogic will provide up to one (1) hour of specialist technical support to assist the Customer with the initial set up of access to the Product via the Address Right API. This initial support will be provided at no additional charge. Any additional support that is required by the Customer will be billable on a time and materials basis, at CoreLogic’s then current standard rates unless otherwise agreed between the parties; and

(c) CoreLogic will provide the Standard Service Support specified in Appendix A to this Part, and that any other Product support required outside of that specified in Appendix A will need to be agreed in writing between the parties and may be subject to payment by the Customer of additional fees.

I5.2    The Customer accepts that it is responsible for meeting any further obligations specified in the Product Schedule in respect of use of additional datasets for the purposes of address verification (if applicable).

I6. New Zealand Post Data

I6.1    Where, as selected in the Product Schedule, the Customer seeks to use the Product to verify an address against the New Zealand Post Data, then the Customer undertakes to enter into a specific licensing agreement directly with New Zealand Post for the use of the New Zealand Post Data, and:

(a) either provide CoreLogic with a copy of the signed licence agreement; or

(b) provide written certification to CoreLogic that they hold the necessary licence prior to CoreLogic making the New Zealand Post Data available within the Product to the Customer.

I6.2    The rights granted to the Customer by New Zealand Post in relation to New Zealand Post Data are paramount. Any rights in this Licence to Data which contains New Zealand Post Data are subject to the terms of the Customer’s licence with New Zealand Post, and nothing in this Licence shall operate to extend or otherwise grant rights in excess of the Customer’s licence with New Zealand Post in respect of the New Zealand Post Data.

I7. Additional termination obligations

I7.1    Where a Customer is permitted to retain verified addresses obtained in accordance with this Part I, the Customer acknowledges that the retention and use of these addresses must continue to comply with the terms of this Licence.

I8. APPENDIX A: SERVICE SUPPORT

I8.1    Hours of support

(a) Standard Support Hours:  8.00am – 5.30pm NZT each Business Day excluding Weekends, Public Holidays, and CoreLogic’s Christmas/New Year shut down period (being from the last business day before the observed Christmas statutory holiday period, to the first business day after the observed New Year statutory holiday period).

(b) Out of Hours Support
5.30pm – 10.00pm each Business Day - Monday to Friday; and
8.00am – 10.00pm on Weekends, Public Holidays and the Supplier’s Christmas/New Year shut down period (referred to in 1.1 above).
During these times, CoreLogic will have technical support staff monitoring the services, and responding to any issues or faults in accordance with the Response and Restore Times detailed in clause 2 below.

(c) Non-Supported Hours:  10.00pm - 8.00am on each day.

I8.2    Response and restore times
8.00am – 5.30pm each Business Day excluding Weekends, Public Holidays, and CoreLogic’s Christmas/New Year shut down period (being from the last business day before the observed Christmas statutory holiday period, to the first business day after the observed New Year statutory holiday period).

(a) Within Standard Support Hours and Out of Hours

Severity Level Response Time Time to Restore
Critical: Application is not operational or has a critical loss of functionality. Within1 hour `Within 4 hours
High: Application is operational but functionality is severely degraded. Within 2 hours Within 8 hours
Medium:vApplication is operational but functionality is degraded in a non-critical manner (i.e. is running slow). Within 4 hours Within 5 Business Days
Low: Application is operational and functions, but may have a minor bug. Within 8 hours With next release

(b) Within Non-Supported Hours:  
Response and Restore times will be as described above, however will become effective only from the commencement of the next Standard or Out of Hours Support period (e.g. a fault occurring at 11.00pm will not be responded to by CoreLogic until 8.00am the next day).

I8.3    Product availability:  Subject to scheduled outages for maintenance, or unforeseen outages, CoreLogic will use its reasonable endeavours to ensure that the Product availability exceeds 99.5% of the time, however CoreLogic does not warrant or guarantee that the Product will be continually available or fault free.

I8.4    Application maintenance:  CoreLogic will endeavour to schedule outages or undertake maintenance to the Product (where possible) outside of normal business hours of 8.00am - 5.30pm Monday to Friday.  Should CoreLogic undertake scheduled maintenance which is expected to result in an outage to the Product, CoreLogic will provide users with at least one week’s prior notice, by email.

I8.5    Fault reporting process

(a) During Standard Support Hours:  
CoreLogic will provide application support through CoreLogic’s Customer Service Centre. Issues or faults can be reported by contacting our Customer Service Centre on:
Phone:  0800 355 355 or 04 915 6000
Email:  info@corelogic.co.nz

(b) During Out of Hours and Non-Supported Hours:  
CoreLogic’s Customer Service Centre does not operate during these hours. Customers can still report an issue by calling and leaving a message on our voice mail system, or by sending an email, however these will not be responded to by our Customer Service Centre until the next Business Day.

I8.6    Additional or Non Standard Support
The support levels above are the Standard Support Levels applicable to the Product. Should additional levels of support be required outside of these standards, CoreLogic is happy to discuss individual requirements, subject to the payment of additional Support Services Fees.

I9. Additional definitions

Address Cleansing has the meaning set out in clause I4 of this Part.

Address Right API means the service against which the Customer must connect to in order to gain access to the Product.

API Key means a unique identifier key used to authenticate access to the Address Right API.

Automated Matching means the process of using scripts (developed by CoreLogic) to analyse CoreLogic Address Data and Customer Materials to produce Matched Addresses.

CoreLogic Address Data means any results or data supplied by CoreLogic in the provision of the Product and includes the NZ MasterMap Address data.

Customer Materials has the meaning as defined in clause A22.1 of this Licence, and includes in particular for the purposes of the Address  Right product the address data held by the Customer provided to CoreLogic for the purpose of CoreLogic validating and improving address records held by the Customer.

Development and Staging Environments means the set of processes and programming tools used to create and test the website or product that will consume the Address Right API.

Manual Matching means the process of producing Matched Addresses through manual means.

Matched Addresses are those addresses from the Customer Materials which have appended CoreLogic Address Data as a result of the process set out in I4 of this Part.

New Zealand Post Data has the meaning as set out in I6 of this Part.

Record means the address selected from the list of autocompleted results by the End User.

Referrer URL means the resource name of website.

Support Services means the support services described in I8of this Part.

Part J – Not used

Part K – Credit Card Terms

These special terms apply to customers who have elected to pay via credit card

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.

(i) RP Data reserves the right to charge a credit card processing fee on all transactions as notified to you from time to time.

Part L – Direct Debit Terms

These special terms apply to customers who have elected to pay via direct debit

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.

L1.4    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.

L1.5    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.

L1.6    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)   (iii) for any other reason.

L1.7    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.

L1.8    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.

L1.9    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.

L1.10   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.

L2. Definitions

L2.1    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 https://www.corelogic.com.au/legals/terms-conditions, 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 means the Customer/s who submitted the Direct Debit Request.

Part M – Special Terms for the CoreLogic APIs

CoreLogic API Module

1.  GRANT OF LICENCE AND ACCESS TO CORELOGIC APIs

1.1 Licence: CoreLogic grants to the Customer a non-exclusive, non-transferable, non-sub-licensable, limited licence, during the Term, to access and use the CoreLogic API, relevant Product Data and CoreLogic Materials in the Territory, solely for the Customer Permitted Purpose (and, as applicable, the Customer User Permitted Purpose and End User Permitted Purpose) and not for any other purpose, subject at all times to the Customer’s compliance with the provisions of this Licence.

1.2 CoreLogic Trade Marks: To the extent that the Customer needs or is otherwise required to use any CoreLogic Trade Marks (as set out in the Product Schedule and Solution Design), CoreLogic grants to the Customer a limited licence to use the CoreLogic Trade Marks:

(a) for the duration of the Term;

(b) subject to the CoreLogic Trade Mark Licence and Brand Guidelines,
and otherwise solely to enable the CoreLogic Trade Marks to be displayed on the Customer Application in the manner set out in the Solution Design.

1.3 Access Restrictions: CoreLogic reserves the right to, subject to any Service Levels:

(a) suspend access to the CoreLogic API, Product Data or CoreLogic Materials or make them temporarily unavailable due to CoreLogic’s maintenance, system updates and upgrades;

(b) measure, tag and/or track the Product Data and CoreLogic Materials (and any use of them) including for billing purposes and/or to determine interest in certain areas and identify usage patterns;

(c) impose restrictions and limitations on the number and frequency of calls made by the Customer Application where CoreLogic determines that the Customer Application is unreasonably placing too great a load on the CoreLogic API;

(d) impose restrictions around calls made by the Customer Application on a time bound basis (e.g. expiry after a set time) where CoreLogic determines it reasonably necessary for the security of the CoreLogic API, Product Data or CoreLogic Materials; and/or

(e) where CoreLogic considers (acting reasonably) that there has been a breach or a likely potential for breach of clause 1.1 (regardless of whether relating to the Customer or any Customer User or End User, as applicable), suspend or deactivate the Customer access and use of the CoreLogic API,
but will endeavour to advise the Customer in advance, where possible.

2.  INTEGRATION AND IMPLEMENTATION

2.1 Integration Functionality: The Customer agrees that the integration of the CoreLogic APIs with the Customer Application:

(a) must enable the Mandatory Functionality;

(b) may enable the Permitted Functionality; and

(c) must not enable any Prohibited Functionality,
and must otherwise comply in all respects with the Solution Design and any other requirements expressly set out in this Licence.

2.2 Integration Costs: The Customer is solely responsible for any and all costs of any development and maintenance work required to integrate the Customer Application with the CoreLogic API, and for any and all costs to modify, alter or develop the Customer Application to:

(a) enable the Customer to comply with the terms of this Licence; and

(b) continue to inter-operate with the CoreLogic API following any Modifications.

2.3 Integration Review: Prior to:

(a) enabling Customer Users and/or End Users (as applicable) access to the Product Data through the Customer Application in a live production environment; and

(b) any material variation or change to any functionality to the Customer Application (as approved) being enabled in a live production environment,
the Customer must first provide CoreLogic with opportunity to review:

(c) the Customer Application (and its use of the Product Data in the Customer Application) in the context of the obligations of the Customer under this Licence.

2.4 Compliance with Agreement: Following any review under clause 2.3, the Customer must promptly comply with all instructions given by CoreLogic regarding any modifications CoreLogic may require to the Customer Application to ensure compliance with this Licence. Upon the Customer attending to such matters to the reasonable satisfaction of CoreLogic, CoreLogic shall promote the Customer Application into the production environment of the CoreLogic API.

2.5 No Waiver: The Customer acknowledges and agrees that any failure by CoreLogic to identify breaches or non-compliance of this Licence following a review of the Customer Application under clause 2.3:

(a) is not a waiver of CoreLogic’s rights; and

(b) shall not be considered tacit approval of the Customer’s compliance with this Licence,
and the Customer at all times remains responsible and liable for its compliance with the terms of this Licence.

3.  SOLUTION DESIGN

3.1 Development of Solution Design: CoreLogic will not promote the Customer Application to a live production environment, until the parties have agreed in writing the Solution Design.  In this regard:

(a) the parties shall together in good faith work together to develop and agree upon the Solution Design;

(b) any approval of the Solution Design by CoreLogic is subject to the absolute discretion of CoreLogic; and

(c) if the Solution Design is not agreed within 30 days of the date of entry into this Licence, either Party may terminate this Licence (as regards the Customer Application) by notice in writing to the other at any time before any subsequent agreement being reached as to the Solution Design.

3.2 Changes to Solution Design: In circumstances where the Customer requests a change or variation to any material functionality to the Customer Application and/or the Solution Design then:

(a) the parties will meet and discuss the terms upon which the Solution Design may be varied; and

(b) any variations to the Solution Design must be agreed by the parties and documented in a revised Solution Design which is executed by the parties.

4.  CORELOGIC OBLIGATIONS

4.1 CoreLogic agrees to:

(a) supply the Product Data that are ordered by the Customer Users and/or End Users (as applicable) ordered via the Customer Application for the Customer User Permitted Purpose and/or End User Permitted Purpose (as applicable);

(b) ensure that the CoreLogic API and Product Data are generally accessible outside emergency and scheduled outages;

(c) if it intends to make any Modification to the CoreLogic API that will have a material impact on the Customer Application, notify the Customer in writing at least thirty (30) days prior to the Modification being made, specifying the changes and the date for the changes to be made; and

(d) if Integration Support Services are being provided by CoreLogic (as specified in the Product Schedule), provide the Integration Support Services specified in the Product Schedule to assist with the integration of the Customer Application to the CoreLogic API.  All Integration Support Services will be provided in conformity with generally prevailing industry standards,
on the terms and conditions set out in this Licence

5.  SECURITY

5.1 CoreLogic Obligation:  CoreLogic will use commercially reasonable efforts to:

(a) establish, maintain and enforce security procedures and controls designed to ensure that the CoreLogic Services supplied under a Product Schedule do not contain any publicly known malware; and

(b) where specified under a Schedule, ensure that the CoreLogic Services are aligned with International Standards Organisation (ISO) 27001.

5.2 Security Measures:  The Customer must establish, maintain and enforce security measures to ensure that:

(a) any Customer Application used to access, integrate or communicate with any CoreLogic Environment meet or exceed the currently applicable standards set by the ASD Security Mitigation Strategies and aligns to the ISO 27001 and 27002 for data security; and

(b) the Customer Materials and any other materials provided to CoreLogic do not contain any publicly known malware; and

(c) it will not introduce itself and will use all reasonable endeavours (including adopting good industry practice) to prevent the introduction by any third party of any malware to the CoreLogic Environment (and/or the CoreLogic Materials).

5.3 Anti-Scraping Software: If the Customer is permitted to provide access to the Product Data to End Users (as specified in the Product Schedule), the Customer must operate (and keep up to date) Anti-scraping Software on any Customer Application that enables an End User to access any Product Data via the internet or other network connected to the internet.  Where requested by CoreLogic, the Customer will provide CoreLogic with the results of any reports or attempted intrusions detected by any such Anti-scraping Software (but only to the extent it relates to the CoreLogic Services).

6.  FEES

6.1 Obligation: In consideration for the licence granted in clause 1.1, the Customer will pay CoreLogic the Fees within the time specified in the Product Schedule (or if no payment terms are specified, within thirty (30) days of the date of CoreLogic’s tax invoice).

6.2 Customer as Reseller:  If the Customer is permitted to resell the Product Data to End Users (as specified in the Product Schedule):

(a) Usage Report: The Customer must collect payment from its End Users and provide CoreLogic a Usage Report outlining the number and identity of End Users subscribed to receive the Product Data during the last month and such other information as agreed between the parties within ten (10) Business Days following the end of the month; and

(b) Invoicing: Upon receipt of the Usage Report, CoreLogic will issue the Customer a tax invoice detailing the Fees payable by the Customer in accordance with the Product Schedule.

6.3 Excess Usage: Where the Fees are charged without reference to the volume of Product Data and/or CoreLogic Material called upon through the CoreLogic API (as detailed in the Product Schedule), those Fees are subject to Fair Use.  Where Fair Use is exceeded, CoreLogic and the Customer agree to meet in good faith and review the Fees payable by the Customer and adjust them according to the extent that the Product Data and/or CoreLogic Material exceed Fair Use.  Where agreement cannot be reached CoreLogic may give 30 days written notice to the Customer after which CoreLogic may restrict access and use to the Product Data to a level consistent with Fair Use, and where it does so or does give such notice, either Party may terminate this Licence (as regards the CoreLogic API) on 30 days’ notice in writing to the other Party.

7.  WARRANTIES AND DISCLAIMERS

7.1 Acknowledgement: The Customer expressly acknowledges and accepts that the Product Data is made available subject to the disclaimers, limitations and descriptions set out in the CoreLogic Display Guidelines, and that any direct or indirect use by the Customer (and, as applicable, Customer User and/or End User) of any Product Data is subject to those disclaimers, limitations and descriptions set out in the CoreLogic Display Guidelines.

7.2 Nothing in clause 7.1 operates to disclaim, avoid or limit any liability, guarantee or other term or condition which may at any time be implied or imposed by any Law which cannot lawfully be limited or excluded.

8.  LIABILITY

8.1 Integration Support Services: If CoreLogic is providing Integration Support Services to the Customer (as specified in the Product Schedule), without limiting CoreLogic’s liability under this Licence, the Customer’s sole and exclusive remedy in respect of CoreLogic’s performance of the Integration Support Services is limited to (as determined by CoreLogic in its sole discretion) re-supply of the relevant services or payment of the cost of re-supply of the relevant services.

8.2 No Liability: To the maximum extent permitted by Law, CoreLogic disclaims and will have no liability whatsoever to the Customer, any Customer Representatives, or any other person for any delay, defect, faults, interruptions, failures, deficiency, Loss and/or any Claims in connection with any of the CoreLogic API, Product Data and CoreLogic Materials caused by any of the following:

(a) acts and omissions of, or any faults or defect in the CoreLogic API, Product Data or CoreLogic Materials caused by, any person (including the Customer) which are not within CoreLogic’s direct control (excluding for the avoidance of doubt any subcontractors engaged by CoreLogic);

(b) subject to any Service Levels specified in the Product Schedule, any inability of the Customer, a Customer User and/or an End User (as applicable) to access or use the CoreLogic API for any reason including outages (whether planned or emergency outages) or maintenance to the CoreLogic API;

(c) faults or defects in the CoreLogic Materials, Product Data or CoreLogic API which are caused by any person (including the Customer) which are not within CoreLogic’s direct control, including any failure by the Customer to comply with the Customer’s obligations under this Licence; or

(d) any loss or corruption of Product Data or any Customer Materials contained on or stored in the Customer Application (including any background platform used to enable the Customer Application).

9.  INTELLECTUAL PROPERTY RIGHTS

9.1 Customer Materials:  The Customer is and remains the sole and exclusive owners of all right, title and interest (including all Intellectual Property Rights) subsisting in and to the Customer Materials (current or future).

9.2 Removal of Notices: The Customer will not remove, obscure, alter or interfere with any copyright, trademark, logo, tradenames, marking, notices or other proprietary notice or label appearing on the CoreLogic API, Product Data or CoreLogic Materials.

10. DEFINITIONS AND INTERPRETATIONS

10.1    Definitions: In these clauses 1 to 10, unless the context otherwise requires, the following words will bear the meaning set out hereunder:

Anti-Scraping Software means software designed to prevent Scraping Processes on websites and other applications.

CoreLogic Display Guidelines means the guidelines in relation to the use of the CoreLogic API (including any usage policy, CoreLogic Disclaimers and other instructions) found at http://corelogic.com.au/displayguidelines and as updated from time to time.

CoreLogic Trade Mark Licence and Brand Guidelines means the guidelines in relation any CoreLogic branding and trademarks, including any CoreLogic Trade Marks found at: http://corelogic.com.au/trademarkterms and as updated by CoreLogic to the Customer from time to time.

CoreLogic Trade Marks means those registered and unregistered trademarks of CoreLogic identified in the Product Schedule.

Customer Permitted Purpose means the sole purpose of:

(a) developing, implementing and maintaining the custom interface of the Customer Application with the CoreLogic APIs;

(b) if applicable, making calls and retrieving Product Data requests by and returned to End Users; and

(c) with respect to the CoreLogic test environment, for testing and non-production use of the CoreLogic API in conjunction with the Customer Application.

(d) If the Customer is permitted to resell the Product Data to End Users (as specified in the Product Schedule), resub-licensing the Product Data to End Users who are customers of the Customer (or if approved in the Solution Design intended users of the Customer assessing or conducting trial use) and who:
(i) have entered into a contract with the Customer for access and use of the Customer Application; and
(ii)    have agreed to the End User Terms.

Customer User means those Customer employees or contractors authorised by the Customer to access the Customer Application specified in the Solution Design.

Customer User Permitted Purpose means the Customer User permitted purpose set out in the Product Schedule.

End User for the purposes of this Module, means any end user of the Customer Application specified in the Product Schedule and who has accepted the End User Terms and been accepted as a registered user of the Customer Application.

End User Permitted Purpose means the permitted purpose specified in the Product Schedule.

End User Terms means those end user terms used by the Customer in relation to End Users accessing the Customer Application and which are:

(a) approved in writing by CoreLogic; or

(b) entered into by the End User for the benefit of the Customer and CoreLogic; and

(c) no less protective to CoreLogic that CoreLogic’s ‘End User Terms’ reproduced at https://www.corelogic.com.au/legals/end-user-terms.

Fair Use means that the use of the Product Data and/or CoreLogic Materials must be fair, reasonable and not excessive as determined by CoreLogic (acting reasonably) and by reference to the Fees.  In determining this, usage will be considered excessive and unreasonable where it materially exceeds the average and/or estimated use patterns over any historical period in the past.

Functionality the Mandatory Functionality, Permitted Functionality (to the extent utilised in the Customer Application) and Prohibited Functionality as set out in the Solution Design.

Integration Support Services means, if applicable, the services provided by CoreLogic to enable the set-up, configuration of and integration of the CoreLogic API to the Customer Application as set out in the Product Schedule.

Integration Support Fee means the fees identified in the Product Schedule to be paid by the Customer in consideration for CoreLogic supplying the Integration Support Services (if applicable).

Mandatory Functionality means the functionality set out in the Solution Design.

Permitted Functionality means the functionality set out in the Solution Design.

Prohibited Functionality means the functionality set out in the Solution Design.

Scraping Process means any:

(a) manual process (such as keying); and/or

(b) technology enabled tool (including any robot, spider, screen scraper, data aggregation tool or any tool that uses a process or processes to send automated queries),
to data mine, scrape, crawl, harvest, aggregate, repurpose, copy, extract (or similar) any processes, information, content, data or other material.

Service Levels means, if applicable, the service availability levels for the CoreLogic API as set out in the Product Schedule or as agreed in writing between the parties.

Solution Design means the document agreed between CoreLogic and the Customer and included as Schedule 1 to the Product Schedule or set out in a separate document titled Solution Design and Technical Guidelines.

Usage Report means outlining usage statistics and revenue paid by End Users in relation to the licensing of the Product Data in a format agreed in writing between the Parties from time to time and including the number of subscribers, the activation, termination or renewal of subscribers.

10.2    Industry terms:  Industry used terms in respect of licensing or provision of data and/or information shall have the meaning generally applied to them (and as adopted by CoreLogic), and in this regard:

(a) analytics will extend to the retrospective, current or forecast data output from a model and includes scores, variables, statistics, values, derived data, indices or estimates; and

(b) models or modelling will extend to any mathematical algorithm, statistical algorithm, rules based algorithm, formula or similar that utilises data inputs to produce an output;

(c) malware will extend to any malicious software code, programming instruction, including any thing or device that may damage, interfere, affect or otherwise modify the operation of any computer hardware or software, or that could disrupt, overload, impair, damage, manipulate, disable, divert or otherwise adversely affect, shut down or deny users (including CoreLogic) access to all or any part of the  CoreLogic Material, the Product Data or the CoreLogic API, or otherwise impair the reliability of any data (whether by re-arranging, altering or erasing data in whole or in part or otherwise).

Currency

The terms of this Licence Agreement are current as and from 16 June 2022.
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