General Terms (Short Form Data Supply Agreement): Online Version
1 Applicability and Acceptance: These general terms apply to any short form data supply agreement (SFDSA) between the Customer and CoreLogic which incorporates these general erms by reference to the link where they are contained online. By entering into the SFDSA, the Customer accepts and agrees to be bound by these terms (which together constitute the agreement between the parties).
2 Defined terms: Terms defined in the Reference Table shall have the meaning given to them in the Reference Table. In addition, unless the context otherwise requires:
Adapted Data is any Original Data adapted, enhanced, refreshed, added to or changed by CoreLogic or those under its control.
(a) the SFDSA; and
(b) these general terms (including the third party data provisions set out in schedule 1),
together with any updates or variations to them.
Auckland Council means Auckland Council (or any replacement body).
Confidential Information means any information disclosed or made available to one party to the other that is either expressed to be, or would reasonably be expected to be, confidential (and includes the Data), but excludes:
(a) information that is generally and publicly available other than as a result of a breach of this Agreement by the receiving party;
(b) information that was lawfully in the possession of the receiving party before it was disclosed or made available under this agreement and which is not the subject of any other confidentiality restrictions; or
(c) information legally obtained by a third party who is free to disclose it.
Data means any results or data supplied by CoreLogic in the provision of the Services.
Internal Business Needs means solely for the internal business needs of the Customer and not disclosed to any third party unless CoreLogic has given its prior written consent (to be withheld at CoreLogicâ€™s sole discretion). The following shall not be considered as Internal Business Needs:
(a) any direct or indirect supply of raw data or derivatives by the Customer to third parties whether for on-supply, re-use, resale or otherwise; and
(b) any marketing purposes (whether solicited or otherwise).
Original Data is any Data delivered by Auckland Council to CoreLogic.
Prohibited Marketing means any message or communication (whether solicited or not) that is made in contravention of any applicable law (including the Privacy Act 1993) or contrary to industry best practice (including guidelines of the Direct Marketing Association).
Proposal means the proposal by CoreLogic to the Customer that resulted in the Customer engaging CoreLogic for the Services.
Reference Table means the reference table contained in the SFDSA entered into between CoreLogic and the Customer.
Services means the services described in the Reference Table and includes any Data supplied in the provision of those Services.
Third Party Provider means any third party supplier to CoreLogic of data.
3 Services: CoreLogic shall provide the Services to the Customer as identified in the Reference Table on the terms of this agreement. Where the Services include the provision of Data, CoreLogic must supply the Data according to the Supply Frequency and Data Format.
4 Term: The Services shall be provided for the Term. Where Data continues to be supplied beyond expiry or the Rollover is applicable shall be on terms agreed in writing by the parties or otherwise on the same terms as this agreement but on basis that either party can terminate on 30 daysâ€™ notice in writing to the other.
5 Fees: The Customer shall pay the Fees for the Services based on the Payment Cycle. The Customer shall pay for the Fees within seven (7) days of the date of invoice. All Fees are exclusive of GST.
6 Specified Purpose and Users: The Customer must only use the Services (and any Data) for the Specified Purposes and in accordance with the Other Use Restrictions. The Customer shall only entitle Specified Users access to the Services (and any Data). The Customer is solely responsible for any access by any Specified User.
7 Intellectual Property: The Customer acknowledges that it has no property rights in the Services except the rights granted in this Agreement. The Customer disclaims all or any ownership right to the Services in favour of CoreLogic (or the true owner).
8 Licence to Data: CoreLogic grants the Customer a limited licence for the Specified Users to use the Data for the Specified Purposes and in accordance with the Other Use Restrictions on the terms set out in this agreement. Such licence is non-exclusive, non-transferable, non-sub-licensable and limited in duration to the Term.
9 Licence limitations: The Customer shall not (and shall ensure that all Specified Users do likewise), without the prior written consent of CoreLogic:
9.1 without detracting from the Specified Purpose, never use the Services beyond the Customerâ€™s internal business use;
9.2 on sell or supply the Services to any third parties for commercial gain;
9.3 supply the Services (or derivatives) to the public;
9.4 decompile, disassemble or otherwise reverse engineer all or any portion of the Services;
9.5 modify or create any derivative works based upon the Services;
9.6 incorporate any portion of the Services into any other materials, products or services;
9.7 remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Services;
9.8 distribute, rent, lease, assign, sublicense or otherwise transfer any Services to any third party, other than in accordance with this agreement;
9.9 use any of the CoreLogic Services for any Prohibited Marketing; or
9.10 as applicable, use the Services in connection with any device covered by the description of in car navigation device or personal navigation advisory device.
10 Data Supply: The Customer accepts any Data supplied with the Service on the basis that it has been sourced in whole or part from the Third Party Providers. As a result, the Customer acknowledges and accepts the Data:
10.1 is subject to the provisions of Schedule 1 (Third Party Data Restrictions);
10.2 is not guaranteed as being free of errors or defects, complete or accurate and CoreLogic is not responsible for any such errors or defects originating from Third Party Providers;
10.3 may not be available for every property;
10.4 may be subject to updates that have not yet been released to CoreLogic;
10.5 may be subject to change during the Term where arrangements with Third Party Providers change;
10.6 is not a certified copy of any district valuation roll entry;
10.7 is not provided for any purpose (including lending purposes) other than the Specified Purpose; and
10.8 is not a valuerâ€™s report for the purposes of the New Zealand Trustee Act 1956; and
10.9 is subject to any limitations expressed in the Proposal.
The Customer acknowledges that this clause 10 is also for the benefit of the relevant Third Party Providers for the purposes of the Contracts (Privity) Act 1982.
11 Creative Commons Licence:
11.1 Some of the data and imagery (CCL Material) CoreLogic uses in its Data and Services is licensed pursuant to a Creative Commons Licence, namely Creative Commons Attribution 3.0 New Zealand Licence. Details of that licence can be found at http://creativecommons.org/licenses/by/3.0/nz/legalcode (Creative Commons Licence).
11.2 The CCL Material is not CoreLogic property and is credited to the original author as shown in the metadata of the CCL Material attributed (Original Author).
11.3 CoreLogic does not assert or imply any connection with sponsorship or endorsement by the Original Author of its use of the CCL Material.
11.4 CoreLogic will make the CCL Material available to you on the terms of the Creative Commons Licence and in no way implies that it has the right to sublicense the CCL Material to you or any third party.
11.5 CoreLogic does not impose any terms on the use of the CCL Material by you or any third party that alter or restrict the terms of the Creative Commons Licence or any rights granted under it or have the effect or intent of restricting the ability to exercise any such rights.
11.6 CoreLogic has not imposed any digital rights management technology on the CCL Material, any adaption of the CCL Material or the CCL Material as incorporated with other separate works, that alters or restricts the terms of the Creative Commons Licence or any rights granted under it or has the effect or intent of restricting the ability to exercise those rights.
12 Compliance with Law: The Customer must comply with all relevant laws relating to the use of the Services including the Privacy Act 1993.
13 Indemnity: The Customer indemnifies CoreLogic for all costs, expenses and loss resulting from the Customer's:
13.1 breach of this agreement; or
13.2 acts or omissions in connection with the Services of this agreement.
14 Termination: CoreLogic may terminate this agreement where:
14.1 the Customer has breached the agreement and has not remedied that breach within five (5) business daysâ€™ notice in writing to remedy;
14.2 the Customer becomes or is likely to become insolvent (or similar); or
14.3 the Customer breaches the terms of the licence granted in this agreement.
15 Return of Data: Upon the termination or expiry of this agreement the Customer must:
15.1 immediately cease using the Services and any Data;
15.2 destroy or return (at CoreLogic's written election) all copies of the Data in the Customerâ€™s possession or control; and
15.3 within five (5) business daysâ€™ certify in writing to CoreLogic that the Customer has complied with this clause 15.
16 Audit: The Customer grants CoreLogic the right to access and audit the premises and records of the Customer to ensure that the Customer has complied with its obligations under this agreement. Except in the case of emergency, CoreLogic must give reasonable notice of any access required pursuant to this clause 15.
17 Confidentiality: Unless otherwise agreed by the parties, all Confidential Information shall be kept confidential by the parties and shall not be disclosed by the parties except in the following circumstances:
17.1 if and to the extent required by law or pursuant to the rules or regulations of a recognised stock exchange; and
17.2 to employees, independent consultants, professional advisers, and contractors of the parties whose duties reasonably require such disclosure.
18 Adequate security measures: The Customer must ensure that it implements suitable security measures to ensure it complies with its obligations under this agreement (including with regard to confidentiality and licence limitations).
19 Liability Limit: The maximum aggregate liability of CoreLogic under or in connection with this agreement shall be limited to the Fees paid by the Customer under this agreement.
20 Indirect Loss: CoreLogic shall not be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect loss of profits, loss of revenue, loss of data, loss of anticipated savings or for any indirect, special or consequential loss whatsoever.
21 Variation: No variation, modification or amendment of this agreement will be effective unless made in writing and signed by both parties.
22 Waiver: No waiver, extension or excuse (as the case may be) shall be deemed to arise unless it is in writing and signed by the relevant party providing it.
23 Assignment: The Customer cannot assign its rights under this agreement without the prior written consent of CoreLogic. CoreLogic may assign its rights under this agreement by notice in writing to the Customer.
24 Entire Agreement: This agreement represents the entire agreement between the parties.