Terms & Conditions

Integrator Portal Terms of Use

1. BINDING TERMS

1.1 This Integrator Portal is operated by RP Data Pty Ltd trading as CoreLogic Asia Pacific (ABN67087759171) ("CoreLogic", "Our", "Us" or "We").  

1.2 By using this Integrator Portal you agree to be bound by an agreement created between you and Us under these Integrator Portal Terms of Use.  If you do not agree to these Integrator Portal Terms of Use, please do not use this Integrator Portal or any information derived as a result of the use of this Integrator Portal.

1.3 This Integrator Portal provides information about the various property information, analytics and data-enabled products and services offered by CoreLogic and its related bodies corporate.

2. THE PARTIES

2.1 If you are a natural person, then these Integrator Portal Terms of Use constitute a legally binding agreement between you and us and govern your use of our Integrator Portal.

2.2 If the user of our Integrator Portal uses it in his or her capacity as a representative of a body corporate (eg a corporation), then it is a condition of the user continuing to use our Integrator Portal that the user warrants that he or she has authority to accept these Integrator Portal Terms of Use on behalf of that body corporate, and these Integrator Portal Terms of Use specify the terms of a legally binding agreement between that body corporate (and "You" in these Integrator Portal Terms of Use means that body corporate) and us.

3. GENERAL INFORMATION

3.1 The information appearing in this Integrator Portal, except for when it is described as a contract term or disclaimer, is for general information only and does not constitute an offer or an intention to enter into a legally binding contract, other than the agreement between Us and You for the use of this Integrator Portal.

4. INTERNATIONAL USE

4.1 We make no representation that this Integrator Portal or the CoreLogic Services accessible through it are appropriate or available for use in locations outside Australia or in all States and Territories of Australia.  Those who choose to access our Integrator Portal from other locations are responsible for compliance with local laws.  Overseas residents may contact CoreLogic for further assistance regarding the availability of the CoreLogic Services accessible through this Integrator Portal.

5. AMENDMENTS

5.1 We reserve the right to amend these Integrator Portal Terms of Use from time to time.  Amendments will be effective immediately upon publication on this Integrator Portal.  Your continued use of the Integrator Portal following such publication will represent an agreement by you to be bound by these Integrator Portal Terms of Use, as amended.

6. PERMITTED USES OF PORTAL

6.1 You acknowledge and agree

(a) You must only use this Integrator Portal to use and access information about the CoreLogic Services, to obtain Login Details as well as the Data available through Integrator Portal (Permitted Purpose) and

(b) you must not access or attempt to access the CoreLogic Services or any Data unless You have entered into a current and valid agreement with CoreLogic for the CoreLogic Services.

6.2 You agree that any use of this Integrator Portal, except for the purposes described in paragraph 6.1, is prohibited.

6.3 You agree that you will not and will not attempt (either yourself or through any third party) to:

(a) use this Integrator Portal or any CoreLogic Services accessible through it, for any purpose other than the Permitted Purpose;

(b) host links to this portal, unless expressly authorised by CoreLogic in writing;

(c) decompile, disassemble, reverse engineer or otherwise attempt to discover any part of the source code, algorithms, methods or processes embodied in or used, in connection with this Integrator Portal, the CoreLogic Services, underlying infrastructure or other software;

(d) use any manual process (such as keying-in), robot, spider, screen scraper, injection techniques, data aggregation tool or use any other device or automated process (Scraping Process) to data mine, scrape, crawl, email harvest, aggregate, copy or extract any CoreLogic Services, processes, information, content, or data accessible through this Integrator Portal;

(e) use any Scraping Process to aggregate or combine information, content or data contained within or accessible through this Integrator Portal with information, content or data accessible via or sourced from any third party;

(f) use any information on or accessed through this Integrator Portal for any commercial purpose (including but not limited to market research, the provision of pricing estimates or 'shadow shopping') or otherwise (either directly or indirectly) for profit or gain;

(g) use any device, software, process or routine to interfere or attempt to interfere with the proper working of this Integrator Portal or any CoreLogic Services, transaction or process being conducted on or through it;

(h) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of or bandwidth connecting to this Integrator Portal;

(i) copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from this Integrator Portal without the prior written permission of CoreLogic;

(j) use another person’s login details or otherwise use any ‘brute force attack’ methods to gain access to any CoreLogic Platforms, products or services;

(k) use this Integrator Portal for any unlawful purpose or activity. 

6.4 You agree to indemnify CoreLogic in respect of any liability incurred by CoreLogic for any Loss, howsoever caused, suffered by you or any Related Bodies Corporate as a result of your breach of this clause.

7. GENERAL DISCLAIMER

7.1 You acknowledge and agree that You must take your own precautions to ensure that whatever you select for your use from this Integrator Portal is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

8. LIMITATION OF LIABILTY

8.1 To the maximum extent not prohibited by law, CoreLogic excludes all liability for any Loss or Consequential Loss, however caused (including through negligence), which you may directly or indirectly suffer in connection with your use of this Integrator Portal or any linked website, nor do we accept any responsibility for any such Loss arising out of your use of or reliance on information contained on or accessed through this Integrator Portal.

8.2 CoreLogic has no liability whatsoever to You or any other person, for:

(a) acts and omissions of, or any faults or defect in the Integrator Portal;

(b) if interference with or damage to your computer systems occurs in connection with your use of this Integrator Portal;

(c) faults or defects in the Integrator Portal which are caused by You including any failure to comply with Your obligations under this Agreement;

(d) any delay, faults, failure, interruption or defects that arise in telecommunication systems or other services provided to You by a third party (even if they are connected and used by CoreLogic during the operation of this Agreement with CoreLogic’ consent); and

(e) Your inability to access or use the Integrator Portal for any reason.

8.3 To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms of use is hereby excluded and CoreLogic hereby expressly disclaims all warranties:

(a) that the Integrator Portal or the Data will meet Your requirements;

(b) that the Integrator Portal or the Data are fit for Your purpose or are otherwise suitable for Your use;

(c) that the Integrator Portal will be compatible with, or suitable for use with, Your software, hardware or other equipment;

(d) that the Integrator Portal or the Data, will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise;

(e) that the statistical methods on which any of the Integrator Portal or Data are based use appropriate or accurate assumptions;

(f) that the performance of the Integrator Portal will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by CoreLogic’s third party suppliers;

(g) that the Integrator Portal will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure.

8.4 Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited (as CoreLogic may elect in its sole discretion) to one or more of the following:

(a) to use commercially reasonable efforts to modify, correct or provide access to the relevant CoreLogic Service;

(b) the supplying of the CoreLogic Services again; or

(c) the payment of the cost of having the CoreLogic Services supplied again, except as expressly provided elsewhere in this Agreement.

8.5 This disclaimer set out in these terms of use does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.

9. SECURITY

9.1 Unfortunately, no data transmission over the internet can be guaranteed to be totally secure but we endeavour to use our reasonable efforts to protect the personal information of our users.  We use a variety of physical and electronic security measures, including restricting physical access to our offices and firewalls and secure databases, to keep personal information secure from misuse, loss or unauthorised use or disclosure.  However, CoreLogic will not be responsible for any unauthorised access to that information.  If you are not comfortable sending any information over the Internet, please contact the privacy officer to discuss alternative methods for providing any information.  Any personal information you give us will be dealt with in accordance with our privacy policy located at http://www.corelogic.com.au/about-us/privacy-policy.html.

10. COPYRIGHT

10.1 Except where otherwise stated, CoreLogic owns all rights, title and interest, or have licence rights, in all Intellectual Property Rights in the materials contained in or published on this Integrator Portal and the CoreLogic Services accessible through it.

10.2 Except as provided by the Copyright Act 1968 (Cth) or any other applicable laws, no part of this Integrator Portal or the CoreLogic Services accessible through it may be copied, reproduced, adapted, modified, used to create derivative works, published or transmitted in any form by any process without CoreLogic’s written consent.

11. TRADE MARKS

11.1 The trademarks, service marks and logos (Trade Marks) used in this Integrator Portal are registered or unregistered Trade Marks of CoreLogic or any related parties. No Trade Mark may be copied, reproduced, adapted or transmitted in any form or process without the owners consent.

12. CONFIDENTIAL INFORMATION

12.1 No Confidential Information may be disclosed by the User to any person or entity except:

(a)      employees of the User requiring the information for the purposes of this Agreement who:

(i)         are aware of the confidentiality obligations imposed in this clause 12.1; and

(ii)        have entered into written confidentiality agreements with the User which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause 12;

(b)      to the extent the User is required to do so by applicable Law.

12.2 If the User is provided with or generates Login Details to connect to the Integrator Portal, the User must:

(a)      keep confidential and safeguard from unauthorised use any Login Details;

(b)      not send or disclose to any person any Login Details, other than to the employees who have complied with clause 12.1(a);

(c)      not, and will ensure that the User’s employees 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 person other than the User’s employees; and

(d)      promptly notify CoreLogic if it becomes aware, or has reason to suspect, that any of the Login Details required to access any aspect of the Integrator Portal has been disclosed to, or used by, an unauthorised person, including any person other than the User’s employees.

12.3 The User must not use Confidential Information except for the purpose of exercising its rights or performing its obligations under this Agreement.

12.4 Clauses 12.1 and 12.2 do not apply to Excluded Information. 

12.5 The User will take any action that is necessary to prevent or remedy any breach of the User's confidentiality obligations or other unauthorised disclosure of Confidential Information.

12.6 The User acknowledges that due to the unique nature of the Confidential Information, any breach by the User of its obligations under this clause 11 would result in irreparable harm to CoreLogic for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, CoreLogic will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies CoreLogic may seek under all applicable Law.

13. GENERAL

13.1 The agreement create under these Integrator Portal Terms of Use constitute the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

13.2 No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver.  A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.  A waiver is not valid or binding on the party granting the waiver unless it is made in writing.

13.3 We may give you notice by electronic mail, conventional mail, facsimile or personal service.  You may give us notice by email to the email address specified in the "Contact Us" section of our Integrator Portal.

13.4 If a provision of these Integrator Portal Terms of Use is invalid, illegal or unenforceable, then to the extent of the invalidity, illegality or unenforceability, that provision must be ignored in the interpretation of these Integrator Portal Terms of Use.  All other provisions of these Integrator Portal Terms of Use remain in full force and effect.

13.5 These Integrator Portal Terms of Use are governed by the law applicable in New South Wales, Australia and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that State.

14. DEFINITIONS

14.1 In these Integrator Portal Terms of Use, the following capitalised terms have the meaning given below:

CoreLogic means RP Data Pty Ltd trading as CoreLogic Asia Pacific (ABN 67 087 759 171) and its Related Bodies Corporate.

CoreLogic Services means the products, services, Platforms and Data which may be:

(a) licenced or supplied to You by CoreLogic

(b) the Integrator Portal; or

(c) information about the products, services, Platforms and Data; or

(d) Confidential Information accessed by You on or through the Integrator Portal.

Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is made available to the User before, on or after the date of User is granted access to the Integrator Portal, and includes any Confidential Information.

Consequential Loss means any loss of income, loss of actual or anticipated profits, loss of business, loss of anticipated savings, loss or damage to or corruption of data, loss of goodwill or loss of reputation  whether arising in or for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise.

Data means any results, data or meta data, including any property information, property attribute data, ownership information, property sales information, photographs, valuation, market share analyses, index results, alerts, or reports, which are either contained within, provided through, derived from, captured by, entered into or generated by the Integrator Portal and any Platforms or as otherwise provided in the usual course of business by CoreLogic.

Excluded Information means Confidential Information which:

(a) is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to CoreLogic;

(b) the User can prove, by contemporaneous written documentation, was already known to it at the time of disclosure by CoreLogic (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(c) the User acquires from a source other than CoreLogic where such source is entitled to disclose it.

Intellectual Property Rights means all industrial and intellectual property rights throughout the world including current and future registered and unregistered rights in respect of trade marks, copyright, source-code, databases, Data, circuit layouts, designs, patents, inventions and discoveries, trade secrets, know-how and confidential information and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967 and Intellectual Property has the corresponding meaning.

Login Details means the user names and passwords provided to or created by the User for use by the User’s employees for the purpose of accessing the Integrator Portal.

Loss means all liabilities, losses, damages, outgoings, costs and expenses (including legal costs assessed on a Solicitor-client basis).

Permitted Purpose has the meaning given to that term under clause 7.1.

Platform means any web-based platform or software provided by CoreLogic to deliver, enable or provide its customer’s access to its CoreLogic Services, and includes the Integrator Portal.

Integrator Portal means the CoreLogic APIs integrator portal located at the domain name: developer.corelogic.asia, and includes all content and webpages forming part of that domain name, including all information, opinions, reports, blogs and Data published on, contained in or accessed through this portal.

Related Body Corporate has the meaning given to that term under the Corporations Act 2001 (Cth).

Currency

Version 1 of these Integrator Portal Terms of Use are current as and from 9 October 2015.

© 2015 RP Data Pty Ltd trading as CoreLogic Asia Pacific.  All rights reserved.

Sandbox Environment Terms and Conditions

Background

A. The User is assessing the data available through the CoreLogic APIs and/or considering whether it can integrate the CoreLogic APIs into its operations before entering into an agreement with CoreLogic for the supply of Services through the API.  As a result the User wishes to access CoreLogic's Sandbox Environment.

B. CoreLogic has agreed to provide the User access to the Sandbox Environment on the terms of this Agreement.

Operative Provisions

1. Definitions and Interpretations

1.1 In this Agreement unless the context otherwise requires, the following words will bear the meaning set out hereunder:

Agreement means this Agreement.

Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is made available to the User before, on or after the date of this Agreement, and includes this Agreement and any Data.

Consequential Loss means any loss of income, loss of actual or anticipated profits, loss of business, loss of anticipated savings, loss or damage to or corruption of data, loss of goodwill, loss of reputation or for any special or indirect loss, whether arising in or for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise.

CoreLogic means RP Data Pty Ltd trading as CoreLogic AU (ABN 67 087 759 171) and its Related Bodies Corporate.

CoreLogic APIs means the CoreLogic application programming interface and refers to a set of web services and web service calls that can be used to provide data or other services.

Data means any data or results, including any property information, ownership information, sales information, photographs, valuation or market share analyses, index results or alerts, contained within or provided through the CoreLogic APIs Sandbox Environment.

Direct Marketing means using Personal Information to identify, target or filter and then directly market products or services to an identified individual or group of individuals (whether or not addressed to that individual by name), by means, normally supported by a database, which uses one or more advertising media to affect a measurable response or transaction from an individual and includes, but is not limited to, telemarketing, bulk email messaging, postal canvassing and list brokering.

Effective Date means the date on which this Agreement commences as set out on Page 1 of this Agreement.

Excluded Information means Confidential Information which:

(a) is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to CoreLogic;

(b) the User can prove, by contemporaneous written documentation, was already known to it at the time of disclosure by CoreLogic (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(c) the User acquires from a source other than CoreLogic where such source is entitled to disclose it.

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 the client id and client secret credentials provided to or created by the User for use by the User's Permitted User's for the purpose of accessing the Sandbox Environment.

Malware means malicious software or other computer software or programming code including source and object code that could disrupt, impair, disable or otherwise adversely affect, shut down or deny users (including CoreLogic) access to all or any part of the Sandbox Environment.

Party means a party to this agreement as set out on page 1 of this Agreement.

Permitted Purpose is for the User to assess the functional and non-functional aspects of the CoreLogic APIs and Data through the CoreLogic and /or to conduct tests to assess its ability to integrate the CoreLogic APIs into its operations or software prior to entering into an agreement for the supply of services through the API.

Personal Information means 'personal information' as that term is defined in the Privacy Act, and which a Party holds, creates or receives for the User's purposes under or in connection with this Agreement (including information forming part of a database).

Privacy Act means the Privacy Act 1988 (Cth).

Sandbox Environment means the  environment in which the CoreLogic APIs may be accessed upon initial application provisioning. It runs off specific servers and databases for this purpose, and includes the CoreLogic APIs and a restricted set of the Data provided via the APIs.

Force Majeure means any circumstances beyond a Party's control including strikes or industrial disputes, acts of God, acts of government, refusal of licence, refusal or revocation of any telecommunications organisation's consent in respect of data communication equipment, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data).

Intellectual Property Rights means all industrial and Intellectual Property Rights throughout the world including current and future registered and unregistered rights in respect of trademarks, copyright, source-code, databases, Product Data, circuit layouts, designs, patents, inventions and discoveries, trade secrets, know-how and confidential information and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967 and Intellectual Property has the corresponding meaning.

Licence Enabler Agreement means an agreement between the User and CoreLogic that provides the User a licence to enable them to use the API and Data sourced through the API for commercial purposes which may include providing or displaying the Data to customers or other third parties.

1.2 The headings in this Agreement are for convenience of reference only and will not affect the interpretation hereof.  The words “include” and “including” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind. A clause or schedule is a reference to a clause or schedule to this Agreement.  Words importing the singular number will include the plural and vice versa, and words importing the masculine gender include all other genders.

2. Terms of the Agreement

2.1 The User's use of and access to the Sandbox Environment is subject to the terms and conditions set out in this Agreement.

3. Duration of User Agreement

3.1 This Agreement will commence on the date it is signed and will continue for a limited term of 6 months, which may be extended at the discretion of CoreLogic, or until terminated in accordance with clause 13. 

4. CoreLogic Obligations

4.1 Subject to the terms of this Agreement and the User's performance of its obligations, CoreLogic will:

(a) make the Sandbox Environment available to the User; and

(b) grants to the User a non-exclusive, non-transferable and non-sub-licensable, limited license during the Term to access and use the Sandbox Environment and Data accessed from the Sandbox Environment

solely for the Permitted Purpose.

5. User's Obligations

5.1 Without detracting from clause 4.1, the User agrees that its use of the Sandbox Environment as a method of accessing the Data may only be used subject to the following:

(a) use and access must be strictly in compliance of the terms of the licence granted in this Agreement

(b) the Data must be contained in the User's system and not released to a customer or end user of the User's system at any time;

(c) The User must not publish, distribute or in way make available to any third party any username and password or session tokens;

(d) the User and any employees and representatives of the User will not, nor will they encourage any person or entity to:

(i) decompile, disassemble or otherwise reverse engineer all or any portion of the Data, including any source code, object code, algorithms, methods or techniques used or embodied therein whether by scraping, harvesting or some other means;

(ii) use a data extraction software or programme of any kind whatsoever or attempt to harvest the Data for any purpose whatsoever, including for the purpose of setting up or adding another database;

(iii) distribute, commercialise or otherwise exploit the Data;

(iv) use any Data or the Sandbox Environment for any Direct Marketing purposes or to encroach upon the privacy of an individual

(v) provide access or supply the Data to a third party, whether for their end use, resale or otherwise or any indirect supply of Data including incorporation of the Data into any deliverables intended for any third party

(vi) remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Data or any means of delivery of the Data; or

(vii) incorporate any portion of the Data into any other materials, products or services unless for the Permitted Purpose;

(viii) use the Data except as strictly necessary for the Permitted Purpose;

(ix) modify the Data in any way whatsoever; or

(x) disclose the Data to any third party except as permitted by clause 11.

5.2 The User will:

(a) comply with all instructions of CoreLogic regarding the Sandbox Environment and the Data, including any security policies or requirements notified to the User by CoreLogic;

(b) ensure it does not alter or damage the Sandbox Environment or the Data and will be responsible for and shall be required to make good at its cost any loss or damage to the Sandbox Environment or the Data caused by the User or its employees or representatives;

(c) report any damage to the Sandbox Environment or the Data to CoreLogic promptly upon becoming aware of such damage; and

(d) take all appropriate precautions to prevent the introduction of Malware to the Sandbox Environment.

5.3 The User acknowledges and agrees that it:

(a) will provide CoreLogic with complete and accurate information regarding it and its use of and access to the Sandbox Environment;

(b) bears sole responsibility for protecting all credentials supplied by CoreLogic to enable the User to access the Sandbox Environment;

(c) will not provide such credentials to any third party;

(d) is responsible for all use of the Sandbox Environment by the User or its employees or representatives; and

(e) will ensure that its employees and representatives do not knowingly or recklessly allow any other third party to access the Sandbox Environment using their credentials.  If the User knows or has reason to believe that there has been or is about to be fraudulent or other unlawful use of the Sandbox Environment the User must immediately notify CoreLogic.

5.4 The User acknowledges that CoreLogic will have no obligation to assist the User in using or accessing the Sandbox Environment.  For clarity, CoreLogic will not be liable for any delay, defect, deficiency and/or loss of access in connection with the Sandbox Environment.

5.5 The User will permit CoreLogic to check that the Sandbox Environment is being used in accordance with the terms of this Agreement, and for such purposes the User shall maintain complete and accurate records of the User's use of the Sandbox Environment.

6. Sandbox Environment Changes

6.1 CoreLogic reserves the right to perform network, hardware or maintenance services or upgrades, change, modify, suspend or discontinue any or all parts of the Sandbox Environment at any time, but will endeavour to advise the User in advance where possible.

6.2 Some of the Data is sourced from third party data providers.  CoreLogic may at any time be required to amend or delete any data that is sourced from a third party data provider. This means that material which may have previously been available and which the User may have accessed, may no longer be available the next time the User accesses the Sandbox Environment.

7. No Warranty

7.1 The Data and Sandbox Environment are provided to the User 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.

7.2 The User acknowledges and agrees that the Data

(a) is not represented to be accurate or reliable and may include fictional entries;

(b) is only a limited and incomplete set of Data for evaluation purposes.

8. Liability

8.1 CoreLogic shall not be liable (whether in contract, tort (including negligence), equity or on any other basis) for any direct or indirect, Consequential Loss, special or other loss, damage, liability, or expense sustained by the User or any other person, directly or indirectly, from any use whatsoever of the Data or the Sandbox Environment or otherwise in connection with this Agreement (even if CoreLogic has been advised of, or has knowledge of, the possibility of such loss, damage, liability or expense). 

9. Indemnity

9.1 The User shall indemnify and hold harmless CoreLogic and its directors, officers and employees (each an Indemnified Party) from and against any and all losses, claims, liabilities, damages, costs and expenses (including any direct or indirect, Consequential Loss, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses)  that any Indemnified Party may suffer or incur by reason of or in connection with the provision of the Sandbox Environment to the User and/or any breach of this Agreement by the User or any wilful, unlawful or negligent act or omission of the User or any of its employees, agents or contractors.

10. Intellectual Property Rights

10.1 The User acknowledges and agrees that CoreLogic (or its licensors) is and remains the sole and exclusive owner of all right, title and interest in and to the Sandbox Environment, including all material published in the Sandbox Environment (including, but not limited to, the Data). 

11. Confidential Information

11.1 No Confidential Information may be disclosed by the User to any person or entity except:

(a) employees of the User requiring the information for the purposes of this Agreement who:

(i) are aware of the confidentiality obligations imposed in this clause 11.1; and

(ii) have entered into written confidentiality agreements with the User which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause 11;

(b) to the extent the User is required to do so by applicable Law.

11.2 If the User is provided with or generates Login Details to connect to the Sandbox Environment, the User must:

(a) keep confidential and safeguard from unauthorised use any Login Details;

(b) not send or disclose to any person any Login Details, other than to the employees who have complied with clause 11.1(a);

(c) not, and will ensure that the User's employees 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 person other than the User's employees; and

(d) promptly notify CoreLogic if it becomes aware, or has reason to suspect, that any of the Login Details required to access any aspect of the Sandbox Environment has been disclosed to, or used by, an unauthorised person, including any person other than the User's employees.

11.3 The User must not use Confidential Information except for the purpose of exercising its rights or performing its obligations under this Agreement.

11.4 Clauses 11.1 and 11.2 do not apply to Excluded Information. 

11.5 The User will take any action that is necessary to prevent or remedy any breach of the User's confidentiality obligations or other unauthorised disclosure of Confidential Information.

11.6 The User acknowledges that due to the unique nature of the Confidential Information, any breach by the User of its obligations under this clause 11 would result in irreparable harm to CoreLogic for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, CoreLogic will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies CoreLogic may seek under all applicable Law.

12. Termination

12.1 Either party may terminate this Agreement upon 7 days' written notice.

12.2 If CoreLogic believes the User is in breach of this Agreement CoreLogic may immediately terminate this Agreement.

12.3 Upon termination of this Agreement the User will the User will:

(a) immediately cease using the Sandbox Environment; and

(b) on CoreLogic's request destroy any Confidential Information (including any Data) and provide CoreLogic written certification to that effect.

13. Audit Rights

13.1 CoreLogic or its representatives may, from time to time, upon reasonable notice in writing, conduct an audit the User's records related to the Users use of the Sandbox Environment and compliance with this Agreement. CoreLogic and its representatives will treat as confidential any Confidential Information that is contained in the records or other information provided by the User during such audit, and only use such information for the purposes of ensuring compliance with this Agreement, and enforcing the conditions of this Agreement.

13.2 The User must:

(a) allow persons appointed by CoreLogic to carry out the audit to have full access to the records of the User relating to its use of the CoreLogic Services for the purposes of carrying out the audit; and

(b) provide all cooperation and assistance to CoreLogic as reasonably necessary to facilitate the conduct of the audit.

13.3 Without limitation to any other rights CoreLogic may have under this Agreement or at law, if an audit review discloses that the CoreLogic Services have been used other than in accordance with this Agreement, then CoreLogic may undertake any or all of the following actions:

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

(b) If any Data were misapplied or misused then the User must, within 14 days of receipt of a notice, pay to CoreLogic the Fees in respect of the misapplied or misused Data

(c) may terminate this agreement pursuant to clause 13.2.

14. Privacy

14.1 The Parties must ensure that all Personal Information that may be collected, used, stored or disclosed in accordance with this Agreement, is collected, used, stored or disclosed only in accordance with the requirements of the Privacy Act.

14.2 The Parties obligations under this clause include, but are not limited to, protecting the Personal Information against:

(a) misuse and loss;

(b) unauthorised access;

(c) unauthorised modification; and

(d) unauthorised disclosure.

14.3 A Party must not, without the other Party's written consent:

(a) use Personal Information other than for the purposes of this Agreement;

(b) disclose Personal Information to the person to whom the Personal Information relates; or

(c) disclose Personal Information to any person.

14.4 The Parties must notify each other immediately when they become aware that the law may require a disclosure of, or access to, the Personal Information.

14.5 The Parties agree to use Personal Information only for the purposes of fulfilling its obligations under this Agreement.

14.6 Upon request by a Party, the other Party must:

(a) deliver and/or return Personal Information to the requesting Party; or

(b) destroy Personal Information.

15. Miscellaneous

15.1 This Agreement (together with the Application and any relevant amendments) shall constitute the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

15.2 The User may not assign, transfer, novate, subcontract or otherwise dispose of any benefits, rights, liabilities or obligations under this Agreement or any part of this Agreement without the prior written consent of CoreLogic.

15.3 CoreLogic is permitted to assign its interests, and novate its obligations (without recourse by the User) under this Agreement by notice in writing to the User.

15.4 All provisions of this Agreement intended to survive termination or expiry of this Agreement shall so survive and this includes clause 6, 8, 9, 10, 11, 12 and 13.

15.5 If one or more of the provisions of this Agreement will be invalid, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions will not in any way be affected, prejudiced or impaired.

15.6 This Agreement shall not be amended or varied in any respect except in writing signed by both parties.

15.7 No waiver shall be deemed to arise unless it is in writing and signed by the relevant party providing it.

15.8 Each party is acting as an independent contractor and nothing in this Agreement shall be deemed to constitute either party as an agent, partner or joint venturer of the other.

15.9 Any notice given under this Agreement will be in writing delivered to the relevant party, sent by post, or email to the address as contained on the front page of this Agreement or such address as may be notified in writing by each party to the other from time to time. Any such notice will be deemed received at the time when the same is handed to or left at the address of the party to be served and if served by post two days after the day of posting and by email one hour after transmission unless the sender receives an error message.

15.10 This Agreement may be executed in any number of the counterparts which, when taken together, are to constitute one and the same Agreement.

15.11 The parties may enter into this Agreement by sending an executed copy of this Agreement or counterpart by email to the other party, and both parties will be bound by their signatures on the email copy.

15.12 This Agreement is governed by and is to be interpreted in accordance with the laws of Queensland, Australia.  Each party hereby submits to the non-exclusive jurisdiction of the Australian courts in all matters relating to this Agreement.