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 a Licence Enabler Agreement with CoreLogic for the supply of Services through the CoreLogic 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.
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 CoreLogic NZ Limited and RP Data Pty Ltd trading as CoreLogic Asia Pacific (ABN 67 087 759 171) and its Related Bodies Corporate.
CoreLogic API means the relevant CoreLogic application programming interface, referring to a set of web services and web service calls that can be used to provide data or other services (and may include, but is not limited to, the Construction API, the Commercial API, CLAPI).
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.
(a) in New Zealand means all applicable common law, principles of equity, legislation, statutes, and regulations (and consolidations, amendments, re-enactments or replacements of any of them); and
(b) in Australia 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 APIs 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 relevant CoreLogic 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).
(a) in New Zealand means any relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to the Personal Information and includes the Privacy Act 2020 and the New Zealand Information Privacy Principles which form part of the Act, and the Unsolicited Electronic Messages Act 2007;as well as any other New Zealand acts and regulations which regulate the use of Personal Information in New Zealand and any other binding requirement under a New Zealand industry code or policy relating to the handling of Personal Information; and
(b) in Australia means any relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage or granting of access to the Personal Information and includes the Privacy Act 1988 (Cth) and the Australian Privacy Principles which form part of the Act, Do Not Call Register Act 2006 (Cth) and the Spam Act 2003 (Cth); as well as any other State or Territory acts and regulations which regulate the use of Personal Information in each respective state or territory and any other binding requirement under an Australian industry code or policy relating to the handling of Personal Information.
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 CoreLogic 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 CoreLogic API and Data sourced through the CoreLogic 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 12.
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 or permit 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.
8.1 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).
9.1 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 11.3 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.
12.1 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 of 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 12.2.
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.
15.1 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 New South Wales, Australia. Each party hereby submits to the non-exclusive jurisdiction of the Australian courts in all matters relating to this Agreement.
Version 5 of these Sandbox Environment Terms and Conditions are current as and from 30 March 2023.
© 2023 CoreLogic NZ Limited and RP Data Pty Ltd trading as CoreLogic Asia Pacific. All rights reserved.