TERRANET – STANDARD TERMS AND CONDITIONS
1 Intended Users
1.1 This website is intended to be used by corporate and other business customers (Intended Users) of CoreLogic NZ Limited (CoreLogic) for business purposes. You should only seek to register with CoreLogic under this Website if you are an Intended User and CoreLogic has agreed to supply products to you through this Website (as opposed to other websites operated by CoreLogic NZ Limited such as qv.co.nz).
2 Definitions and Interpretations
2.1 In this Agreement, unless the context otherwise requires, the following words will bear the meaning set out hereunder:
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.
Agreement means the Application and these terms.
Application means the application that the Customer completes on the Website as part of the User Account registration process or the Application to access CoreLogic Products form signed by the Customer and CoreLogic, and includes any relevant amendments made from time to time.
AVM means the automated valuation model that analyses data to provide an estimate of value for a property at a given point in time, based on a broader analysis of a real estate market in a defined area, of a particular type or in a specific price tier.
AVM Output means the output(s) generated by the AVM providing an estimate of the value of a particular property at a given point.
AVM Provider means any person providing AVM services to CoreLogic.
Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored, which is delivered to the Customer before, on or after the date of this Agreement, relating to the valuation products, product information services or the business, technology or other affairs of CoreLogic, any data (including Product Data), valuation and market share analyses, valuation models and tools, indices, programs or algorithms.
Corporate User Account means a User Account designated as a corporate User Account, as specified in the relevant Application and approved by CoreLogic.
Customer means the customer recorded in the Application, and as the context permits, includes Enabled Users.
Customer Materials means any and all data, information, content, photographs and other materials provided or that may be supplied to CoreLogic by the Customer (or otherwise obtained by CoreLogic from the Customer), directly or indirectly (including through an Enabled User), from time to time.
Customer Supplied Personal Information means first name, surname, email and mobile phone data provided by the Customer to CoreLogic as part of the Customer Materials (but for clarity, does not include any data provided to CoreLogic by any other third party).
Effective Date means the date on which the Customer’s logins and Passwords are created (or are able to be created) and the Customer is granted access to the Website.
Enabled User means, those staff members in the Customer’s company or organisation who are authorised to access the Products and have been allocated a user name and Password for that purpose.
End User means the person who is supplied (by the Customer or an Enabled User) a Product or a Product derivative for that person’s own personal (non-commercial) use as part of the Customer’s Internal Business Needs.
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 Customer can prove, by contemporaneous written documentation, was already known to it at the time of disclosure by CoreLogic (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(c) the Customer acquires from a source other than CoreLogic where such source is entitled to disclose it.
GST means the tax imposed by the Goods and Services Tax Act 1985.
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.
Internal Business Needs means solely for the internal business needs of the Customer and not to be provided to any other third party unless consented to in writing by CoreLogic (in its discretion). For clarity it is agreed that the following are not for Internal Business Needs:
(a) any direct or indirect supply of raw Product Data or Product Data derivatives by the Customer to third parties for on-supply, re-use or resale; and
(b) any marketing purposes (whether unsolicited or otherwise).
Law means common law, principles of equity, and laws made by parliament (laws made by parliament include laws (in New Zealand) and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).
LINZ means Land Information New Zealand.
Party means the Customer or CoreLogic and ‘Parties’ shall mean both of them.
Password means the individual password and any additional security measures which may be introduced from time to time, allocated to an individual user name which may be changed from time to time.
Product Charges means:
(a) for a Customer with a Corporate User Account, in any month where one or more Products have been purchased by the Customer’s User Account, an amount equal to the greater of: (i) $50; and (ii) the charges (as specified on the Website) payable for all Products purchased via the Website using that Customer’s User Account during the relevant month. For the avoidance of doubt, in any month where no Products have been purchased by the Customer, no Product Charges will be payable in respect of that month; and
(b) for a Customer with a Standard User Account, for each Product order made via the Website using that Customer’s User Account, the charges (as specified on the Website) for all Products contained in such order.
Payment Date means the 20th day of the month following the date of an invoice from CoreLogic.
Product 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 Products via the Website.
Products means those property information services (including any legal document or report ordering service (if access enabled)), made available by CoreLogic through the Website under this Agreement (and includes any AVM Output and other Product Data) and Product means any one of them.
Standard User Account means any User Account that is not a Corporate User Account.
Term has the meaning given to it in clause 4.1.
Third Party Data Provider means any third party provider of data that is incorporated into a Product (and includes LINZ and any AVM Provider).
User Account means the Customer’s user account on the Website, which shall be set up for the Customer as part of the account registration process following receipt by CoreLogic of the Customer’s Application.
Website means the website through which the Products are made available.
2.2 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 or examples of a similar kind. A reference to a clause is a reference to a clause in this Agreement. Words importing the singular number will include the plural and vice versa, and words importing the masculine gender include all other genders.
3 Website terms
3.1 These terms and conditions become a legally binding agreement between the Customer and CoreLogic when the Customer completes an Application either online or in paper form, which shall include an acknowledgment from the Customer that the Customer has read and accepted these terms and conditions.
3.2 The Customer’s use of the Products (including any Product Data) and access to the Website is subject to the terms and conditions set out in the Agreement.
4 Duration of Agreement
4.1 This Agreement will commence on the Effective Date and will continue until either Party provides 30 days written notice to the other Party of its intention to terminate the Agreement, subject to earlier termination of the Agreement in accordance with its terms (Term).
5 Corporate User Accounts
5.1 To maintain a Corporate User Account, the Customer must pay an average of $100 or more (plus GST) in product Charge per month over each 12 month period from the Effective Date. If the Customer’s spend falls below this required amount in any 12 month period, CoreLogic may (effective from the end of the relevant 12 month period), terminate the Customer’s Corporate User Account status and the Customer shall be deemed to hold a Standard User Account, in which case, Product Charges shall be payable by the Customer in accordance with clause 12.2.
6.1 Subject to the terms of this Agreement and the Customer's performance of its obligations, CoreLogic hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable limited license during the Term to access and use the Products, solely for support of the Customer's Internal Business Needs. It is agreed by the Parties that the following are not actions solely in support of the Customer’s Internal Business Needs:
6.1.1 the on-supply of Products or Product Data for direct commercial gain (as opposed to incidental gain); and
6.1.2 the bundling of Products or Product Data with other products or services and provision of this to any other third party.
6.2 Where a Customer on-supplies a Product or Product Data to an End User pursuant to its Internal Business Needs in accordance with this clause 6, the Customer is required to advise the End User that they are specifically prohibited from:
6.2.1 using the Product or any Product Data other than for the End User’s personal non-commercial use;
6.2.2 providing the Product or any Product Data to any other party; and
6.2.3 that the End User is otherwise bound by the restrictions and obligations set out in these terms relating to or in connection with the Products.
6.3 Except as set forth in clause 6.1, the Customer is not licensed to use the Products and undertakes not to do so.
6.4 Except as expressly permitted under this Agreement or to the extent permitted by applicable Law, the Customer, the Enabled Users and any other employees and representatives of the Customer will not, nor will they encourage any person or entity to:
6.4.1 decompile, disassemble or otherwise reverse engineer all or any portion of the Products, including any source code, object code, algorithms, methods or techniques used or embodied therein whether by scraping, harvesting or some other means;
6.4.2 use a data extraction software or programme of any kind whatsoever or attempt to harvest any Product Data for any purpose whatsoever, including for the purpose of setting up or adding another database;
6.4.3 modify or create any derivative works based upon the Products or any Product Data;
6.4.4 license, sublicense, distribute, resell, disclose, incorporate into any database, commercially exploit or otherwise transfer any Product or Product Data to any third party, or use the Products or any Product Data on behalf of or for the benefit of any third party;
6.4.5 remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Products, the AVM or any Product Data;
6.4.6 incorporate any portion of the Products or any Product Data into any other materials, products or services that are not intended for the Customer's Internal Business Needs; or
6.4.7 use, or offer to use, the Products or any Product Data for or in connection with any direct marketing activities, including any telemarketing campaign or telephone survey (excluding the Customer Supplied Personal Information).
7 Creative Commons Licence
7.1 CoreLogic NZ Limited is a party to a worldwide, royalty-free, non-exclusive, Creative Commons Custom Licence under which it receives aerial imagery (Imagery) used in the Products and on the Website.
7.2 The Imagery is licensed under a Creative Commons Attribution 3.0 New Zealand Licence (Creative Commons Licence) details of which can be found at http://creativecommons.org/licenses/by/3.0/nz/legalcode. The Imagery is not the property of CoreLogic and is credited to the original author (Original Author) as shown in the metadata of the Imagery.
7.3 CoreLogic does not assert or imply any connection with sponsorship or endorsement by the Original Author of CoreLogic’s use of the Imagery.
7.4 CoreLogic makes the Imagery available to the Customer on the terms of the Creative Commons Licence and in no way implies that it has the right to sublicense the Imagery to the Customer or any third party.
7.5 CoreLogic does not impose any terms on the use of the Imagery by the Customer or any third party that alter or restrict 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 any such rights.
7.6 CoreLogic has not imposed any digital rights management technology on the Imagery, any adaption of the Imagery or the Imagery as incorporated with other separate works, that alter or restrict 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.
8 Applications and User Accounts
8.1 On receipt and processing of an Application, CoreLogic will, in consultation with the Customer, provide the Customer with the user names and Passwords for each Enabled User. CoreLogic will also assign one or more Enabled User(s) to be the Administrator(s) and will allocate an administrator login for the Administrators.
8.2 If the Customer requests a Corporate User Account in its Application, it is acknowledged and agreed by the Customer that CoreLogic may undertake a credit check from a credit reporting agency and if CoreLogic is not satisfied with the outcome of such check or any other aspect of the Application, the Customer’s Corporate User Account request may be declined and the Customer will be provided with a Standard User Account.
8.3 The Customer acknowledges and agrees that it:
8.3.1 bears sole responsibility for protecting all user names and Passwords;
8.3.2 will not provide such user names and Passwords to any third party;
8.3.3 is responsible for all use of the Website, including all ordering of Products made by Enabled Users whether or not the order is made by the Customer, its staff or by someone else using the user name(s) (lawfully or otherwise) and that CoreLogic is entitled to rely upon, and process, any order it receives in writing from a Customer’s or Enabled Users’ login; and
8.3.4 will remain fully responsible and liable for any authorised or unauthorised use of any user names and Passwords.
8.4 The Customer acknowledges and agrees that CoreLogic is entitled to update the Customer’s (and any Enabled Users’) passwords whenever CoreLogic considers it appropriate under its internal security protocols.
8.5 The Customer must ensure each Enabled User does not knowingly or recklessly allow any other person to access the Product or Website using their user name and Password. If the Customer knows or has reason to believe that there has been or is about to be fraudulent or other unlawful use of a user name and Password the Customer must immediately notify CoreLogic by email to firstname.lastname@example.org and immediately change the Password of the relevant Enabled User.
8.6 The Customer will be responsible for obtaining access to the Products and Website, and for any and all costs and expenses in connection with accessing and using the Products and Website, 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 Products as permitted by this Agreement.
8.7 The Customer acknowledges that CoreLogic will have no obligation to assist the Customer in using or accessing the Products and Website except as expressly provided in this Agreement. For clarity, CoreLogic will not be liable for any delay, defect, deficiency and/or loss of service in connection with the Products or the Website or any loss caused by or on account of any of the following:
8.7.1 equipment, data or services supplied by the Customer or any third party; or
8.7.2 any telecommunications organisation equipment or services (including any speeds or capabilities of such equipment or services) or any requirements of the telecommunications authority.
8.8 CoreLogic will not provide the Customer with any software, and all access to the Products will be through the Website as provided in clause 8.1, except to the extent expressly provided in the Application.
8.9 If CoreLogic has good reason to believe that any information the Customer has supplied is not accurate, or if CoreLogic considers that the Customer has breached this Agreement, including unauthorised disclosure or sharing of user name(s) and/or Password(s), it may immediately terminate this Agreement (including the Customer's access to the Products) without liability to the Customer.
9 Access to Products
9.1 Once a Customer has a User Account, the Customer may order any Product by following the Product ordering procedures contained on the Website.
9.2 Upon completion of an order via the Website (and, in the case of a Customer with a Standard User Account, confirmation of payment for the relevant Products ordered), the Customer may elect to print the Products directly from the Website or save the Products (as a PDF file).
9.3 If legal documents are included in the purchased Products, they will remain accessible and retrievable (via the Customer’s User Account transaction history) for a period of up to seven days from the date of an order. Legal documents will be deleted from the Customer’s User Account transaction history after the expiry of the seven day period and, if the Customer wishes to obtain a copy of any legal document again after such date, the Customer will be required to repurchase such legal document from the Website.
9.4 All other Products will remain accessible and retrievable (via the Customer’s User Account transaction history) until midnight of the day following the date of purchase and will then be deleted from the Customer’s User Account transaction history. If the Customer wishes to obtain a copy of any such Product again after such date, the Customer will be required to repurchase such Product from the Website.
10 Modification of Website, service or materials
10.1 CoreLogic reserves the right to change or refine the features and functionality of any Product and the Website at any time.
10.2 Subject to clause 13, CoreLogic will maintain the Website through which the Products are accessed. CoreLogic reserves the right to perform network, hardware or service maintenance services or upgrades, change, modify, suspend or discontinue any or all parts of the Website or Products at any time. This may require Products to be non-accessible for a period of time. CoreLogic will endeavour to perform such services or upgrades during typically low usage periods but reserves the right to restrict the Customer’s access to parts or all of the Product without notice or liability.
10.3 Some of the materials in the Website and the Products are sourced from Third Party Data Providers (whether identified to the Customer or not). CoreLogic may at any time be required to amend or delete any material (or any part of the material) on the Website and the Product 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 Website or the Products.
11 Customer Materials
11.1 The Customer (either directly or through any Enabled Users) may from time to time provide or otherwise make available to CoreLogic the Customer Materials. The Customer Materials shall be deemed to be non-confidential and CoreLogic shall have no obligation of any kind with respect to such information. The Customer (on behalf of itself and any Enabled Users) hereby grants CoreLogic and its service providers a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, the Customer Materials, excluding the Customer Supplied Personal Information.
11.2 Furthermore, CoreLogic shall be free to use any ideas, concepts, know-how or techniques contained in the Customer Materials for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and other items incorporating such information, excluding the Customer Supplied Personal Information.
11.3 The Customer represents and warrants to CoreLogic (and its service providers) that:
11.3.1 it has the right to grant the foregoing licenses in and to the Customer Materials;
11.3.2 the Customer Materials do not and will not infringe upon or misappropriate any rights, including, without limitation, intellectual property rights of any third parties;
11.3.3 that such Customer Materials are, and will remain, free of worms, viruses, Trojan Horses, and other disabling code; and
11.3.4 the Customer will not run any network scanning software, spiders, spyware software, robots, open relay software, or any such similar software in relation to the Website or which is designed to extract unauthorised data from the Website.
12 Product Charges and payment
12.1 If the Customer has a Corporate User Account, all Product Charges incurred by the Customer (and any other amounts incurred by the Customer under or in connection with this Agreement) will be invoiced by CoreLogic monthly in arrears. Invoices for the Product Charges (if any) will be payable by the Customer by way of direct debit on or prior to the Payment Date unless expressly agreed otherwise between the Parties. If, after placing an order via the Website, any of the Products ordered by the Customer are not available, the Customer will not be charged for such Product(s).
12.2 If the Customer has a Standard User Account, all Product Charges will be payable on a “pay as you go” basis by either credit or debit card at the time of purchase. DPS (Payment Express) will, on CoreLogic’s behalf, debit the Customer’s credit or debit card for the relevant Product Charges at the time of purchase and, on confirmation that the credit or debit card has been debited for the cost of the relevant Products, the Products will appear on the Customer’s screen. Instructions for how to make payment by credit or debit cards are contained on the Website. If, after placing an order via the Website and making payment for such Products, any of the Products ordered are not available, the Customer’s credit or debit card used to make the payment will be refunded with the Product Charges applicable to the unavailable Product(s) within seven days of the date of the relevant order.
12.3 The Parties agree that, when accepted by the Customer, this Agreement amounts to a tax invoice. Product Charges are exclusive of GST (unless stated otherwise). If provision of the Products under this Agreement is subject to GST, the Customer must pay to CoreLogic an additional amount equal to the relevant Product Charges multiplied by the applicable GST rate. Such additional amount is payable at the same time as the related Product Charges.
12.4 At any time during the Term, CoreLogic may vary the Product Charges on 30 days written notice. If the Customer does not agree to the Product Charges’ increase they have a right to terminate the Agreement within 30 days of receipt of the notice of variation. If the Customer does not exercise its termination right the continued use of the Product will constitute binding acceptance of the variation.
12.5 Any Product Charges (or other amounts payable under or in connection with this Agreement) or proportion thereof not paid by the Customer will be subject to interest of 1.5% per month, calculated on a daily basis.
12.6 Any failure to pay shall constitute a breach of the Agreement and CoreLogic may immediately suspend and/or terminate this Agreement (including the Customer’s access to the Products) without liability to the Customer.
12.7 Where the Customer’s access to the Products is suspended due to the failure to pay, access will be suspended until payment of all outstanding amounts and any interest due is paid. Once payment is received access to the Products may be reinstated but without prejudice of any other rights or remedies of CoreLogic.
12.8 In the event of non-payment of any amounts payable by the Customer under this Agreement by the relevant Payment Date, the Customer will pay all of the actual costs of any debt collection incurred by the Company in recovering the unpaid amounts and any applicable interest.
13 Limited warranty
13.1 CoreLogic hereby represents and warrants that it will use commercially reasonable efforts to ensure that the Products are accessible via its Website in accordance with this Agreement. In the event of any breach of this warranty, the Customer agrees CoreLogic’s sole and exclusive obligation (and the Customer's sole and exclusive remedy), is to use commercially reasonable efforts to modify, correct or provide access to the relevant Products or Website.
13.2 To the fullest extent permitted by applicable Law and subject to clause 13.4, the warranty set forth in clause 13.1 is in lieu of any other warranties. All other warranties are hereby excluded, and CoreLogic and its service providers hereby expressly disclaim all warranties and associated liabilities. Without limiting the generality of the foregoing, it is acknowledged and agreed that CoreLogic does not warrant:
13.2.1 that the Products or Product Data will meet the Customer's requirements;
13.2.2 that the Products or Product Data will be error-free;
13.2.3 that the AVM or the Website through which the Products and Product Data are accessed will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure;
13.2.4 the correctness, accuracy, reliability or otherwise of the Products or Product Data;
13.2.5 that the statistical methods on which any of the Products are based use appropriate or accurate assumptions, are fit for the Customer's particular purpose or are otherwise suitable for the Customer's use;
13.2.6 that the performance of the Products 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 Data Providers;
13.2.7 that the material on the Website will be free from infection, viruses or destructive code and CoreLogic shall not be liable to the Customer for any damage or loss suffered by the Customer as a result of material on the Website infecting or damaging the Customer (or any Enabled User’s) computer equipment, software and/or any other electronic device; and
13.2.8 that the material on the Website and the Products, as delivered, (whether or not it is combined with the Customer’s data) will be capable of being processed on the Customer’s computer equipment and software or that the Customer’s data will be compatible with the material on the Website and the Product, or work effectively in combination with the material on the Website and the Product.
13.3 CoreLogic has no obligations to convert the material on the Website and the Products for use by the Customer with their computer equipment and software (such conversion being entirely at the Customer’s own risk), nor does CoreLogic have any obligation for training the Customer or the Customer’s personnel in the use of the material on the Website and the Product.
13.4 Where CoreLogic is a supplier (as that term is defined in the Consumer Guarantees Act 1993 (CGA)) of the Products, Product Data or other goods or services, the Customer confirms that the Products, the Product Data or other goods or services provided by CoreLogic under this Agreement 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 Products, the Product Data or other goods or services supplied by CoreLogic under this Agreement.
13.5 The Customer acknowledges and agrees that:
13.5.1 the Products do not constitute an appraisal of the subject property and are merely an estimate. Products 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 Products, 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
13.5.2 the condition of the subject property and current market conditions can greatly affect the validity of the Products and the Product Data. Any Products or 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;
13.5.3 the AVM Outputs are provided without the benefit of inspection of any properties and on the basis that all properties are sold with vacant possession and without any material defects (including structural defects). The Customer assumes sole responsibility for evaluation of the accuracy, completeness, usefulness and suitability of all information and data provided within the AVM Outputs.
13.6 The Products, including, without limitation, any information, data, prices, and quotations contained therein, are subject to change without notice.
13.7 Except as otherwise expressly provided herein, the Products, including, without limitation, any information, data, prices, and quotations contained therein, 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.
13.8 The Customer understands, acknowledges and accepts that the Products (including any Product Data and AVM Outputs) supplied:
13.8.1 are not a certified copy of any district valuation roll entry;
13.8.2 are not provided for lending purposes; and
13.8.3 are not a valuer’s report for the purposes of the New Zealand Trustee Act 1956, as may be amended from time to time.
13.9 The Customer acknowledges and agrees that the limitations and exclusions of liability contained in:
13.9.1 clauses 13.1, 13.2, 14.2 and 14.2 (with all references to CoreLogic deemed to be replaced with references Third Party Data Providers (whether expressly identified by CoreLogic or not); and
13.9.2 clause 14.3,
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 material on the Website, the AVM Outputs and any other Product Data sourced by CoreLogic from a Third Party Data Provider for the purposes of the Contracts (Privity) Act 1982, as may be amended from time to time. For the avoidance of doubt, this clause shall not in any way limit CoreLogic’s right to enforce any of the provisions of this Agreement in relation to the material sourced by CoreLogic from a Third Party Data Provider.
14.1 CoreLogic shall not be liable (whether in contract, tort (including negligence), equity or on any other basis) for any indirect, consequential, special or other similar loss, damage, liability, or expense sustained by the Customer or any other person, directly or indirectly, from any use whatsoever of the material on the Website and the Product (including Product Data) 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). Such loss and/or damage includes, damage to property, injury to persons, loss of profits, business interruption loss, loss of data, any other loss, damage or expense that arises either as a result of the material on the Website or the Product being shown to be wholly or partially incorrect or unsuitable, or arising from non-delivery or delay in delivery of the material on the Website or the Product and loss as a result of any amendment to or deletion of the material on the Website or the Product.
14.2 CoreLogic shall not be liable (whether in contract, tort (including negligence), equity or on any other basis) for any loss, damage, liability or expense sustained by any other person, directly or indirectly, from any use whatsoever of the material on the Website or the Product, or otherwise in connection with this Agreement including any loss arising from any modification, amendment or deletion (whether pursuant to clause 9 of this Agreement or otherwise) made to the material on the Website or the Product or any compilation or derivative work created from or using the material on the Website or the Product in each case whether made by the Customer, or by any other person.
14.3 Without detracting from clause 14.1 CoreLogic’s and any Third Party Data Provider’s total aggregate liability under or in connection with this Agreement, or arising out of any use, reproduction, modification, amendment or deletion of the material on the Website or the Product, or creation of compilations or derivative works of or from the material on the Website or the Product (by you or by any other person), whether that liability arises in tort (including negligence), contract, equity or on any other basis, shall be limited as follows:
(a) CoreLogic’s total aggregate liability shall be limited to $100; and
(b) any Third Party Data Provider’s total aggregate liability shall be limited to $1.00.
The limitations in this clause 14.3 are also expressed for the benefit of the Third Party Data Providers for the purposes of the Contracts (Privity) Act 1982.
15 Customer warranty and indemnity
15.1 The Customer warrants that the Customer’s main business is as described in the Application.
15.2 The Customer 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 losses, 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 Products to the Customer and/or any breach of this Agreement by the Customer or any wilful, unlawful or negligent act or omission of the Customer or any of its employees, agents or contractors.
16 Intellectual property rights
16.1 The Customer acknowledges and agrees that, as between CoreLogic and the Customer, CoreLogic, or one or more of its service providers, is and will remain the sole and exclusive owner of all right, title and interest in and to the Products and the Product Data, including all material published on the Website (including, but not limited to, the textual material, artwork, photographs, computer software, audio and visual elements. and any and all other creations, inventions and intellectual property rights (including any enhancement, suggestion, modification or derivative works of any intellectual property) contained or embodied within the Products and Product Data.
16.2 The Customer agrees that it acquires no rights in or to the Products or the Product Data provided pursuant to this Agreement except for the limited license set out in clause 6, and that it will not, and will not permit any other person or entity to, infringe upon, harm or contest the validity of CoreLogic’s , or its service providers', ownership of the Products or the Product Data, or the creations, inventions and intellectual property rights contained or embodied within the Products and/or the Product Data.
16.3 The Customer agrees that it will not make copies (other than a single copy for its own historical reference purposes) or derivative works of the Products or any Product Data.
16.5 The name and logo of CoreLogic and its associated brands are registered trademarks. Where the Customer on–supplies the Product or any Product Data to End Users in any manner whatsoever, including but not limited to printing or emailing the Product or Product Data, the Customer must display the proprietary device specified at clause 16.7 below.
16.6 Where the Products are on-supplied to End Users in the format in which they were supplied as well as on any reproduction or adaptation of the Product, the Customer shall use or ensure the use of the following proprietary device:
© CoreLogic NZ Limited
16.7 Subject to clause 16.5 and 16.6 the Customer is not permitted to use or reproduce or allow anyone to use or reproduce the trade mark specified in clause 16.5 above for any reason without CoreLogic’s express written permission, which may be withheld. The software which operates the Website is proprietary software and the Customer is not permitted to use it except as expressly allowed for under the terms of this Agreement. Any other use or purported licensing, modification, enhancement or interference is strictly prohibited.
17 Advertising material
17.1 Material appearing on the Website may include advertising and other information submitted by parties other than CoreLogic, and the Website may provide links to other sites operated by advertisers and third parties. Those parties (and not CoreLogic are responsible for ensuring that such information and such sites comply with all relevant Laws and regulations. To the full extent permissible or 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.
17.2 CoreLogic has no responsibility regarding any information the Customer obtains from any other website, even if the Customer accesses it via a link from this Website. For the avoidance of doubt this includes, but is not limited to, any material the Customer obtains from the Yellow® White Pages website.
18.1 Without limiting any other term of this Agreement:
18.1.1 The Customer will follow all reasonable instructions CoreLogic gives from time to time with regard to the use of the Products and Product Data.
18.1.2 The Customer will permit CoreLogic at all reasonable times to check that the Products are being used in accordance with the terms of this Agreement, and for such purposes the Customer shall maintain complete and accurate records of the Customer's use of the Products (including usage statistics relating to the AVM Outputs).
18.1.3 The Customer expressly acknowledges that CoreLogic has entered into various licensing agreements for ongoing use of data with various data suppliers and as such CoreLogic has undertaken certain contractual obligations. To assist CoreLogic in meeting these obligations the Customer agrees to comply with and/or accept responsibility for all of CoreLogic’s obligations expressed or implied in such supplier agreements.
18.2 The Customer acknowledges and agrees that CoreLogic’s ability to provide the Products and Product Data is subject to its agreements with third party suppliers:
18.2.1 which agreements may expire or terminate; or
18.2.2 which suppliers may not provide the services, products or data as provided under such agreements, and that in such circumstances CoreLogic may not be able to, and will have no obligation to, provide some or all of the Products or Product Data, either on a timely basis or otherwise.
18.3 If any use is made of the Products or 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.
18.4 The Customer will be fully responsible for any act or omission of any of its employees or agents (including Enabled Users).
18.5 CoreLogic reserves the right to suspend or terminate this Agreement (including the Customer's access to the Products) without liability to the Customer:
18.5.1 in the event that any amount payable by the Customer under or in connection with this Agreement is not paid when due;
18.5.2 in the event that CoreLogic or its service providers reasonably believe that the Customer has used or disclosed the Products, Product Data or other Confidential Information in a manner not permitted under this Agreement or otherwise has materially breached this Agreement; or
18.5.3 an event of force majeure occurs that affects CoreLogic’s ability to provide the Products or the Website.
19 Customer Details
19.1 The Customer is required to provide CoreLogic with complete and accurate registration information and to update the Customer’s information with CoreLogic to CoreLogic’s e-mail or postal address or via the Website, including any change in the Customer’s company or organisation name and changes in Enabled Users or ownership.
19.2 The Customer, or the Administrator(s), must advise CoreLogic of any Enabled User changes relevant to the use of the Website, including new appointments, changes in roles of staff or resignations. CoreLogic will, for new appointments, assign and advise the Administrator(s) of the unique user name and Password for each new required user name and will be responsible for managing any notified user name changes.
19.3 If the Customer fails to notify CoreLogic of any change as required in accordance with clause 19.1 or 19.2 above, the Customer is deemed in breach of this Agreement.
20 Confidential Information
20.1 No Confidential Information may be disclosed by the Customer to any person or entity except:
20.1.1 employees of the Customer requiring the information for the purposes of this Agreement who:
(a) are aware of the confidentiality obligations imposed in this clause 20.1; and
(b) have entered into written confidentiality agreements with the Customer which require such employees to comply with confidentiality obligations no less restrictive than those set forth in this clause 20;
20.1.2 to the extent the Customer is required to do so by applicable Law; or
20.1.3 to the extent the Customer is required to do so in connection with legal proceedings relating to this Agreement.
20.2 The Customer must not use Confidential Information except for the purpose of exercising its rights or performing its obligations under this Agreement.
20.3 Clauses 20.1 and 20.2 do not apply to Excluded Information.
20.4 Notwithstanding clauses 20.1 and 20.2, the Customer may disclose parts of the Product Data, or conclusions or summaries of information based on the Product Data, provided that the Customer has first obtained CoreLogic’s prior written consent for such disclosure and the Customer gives CoreLogic credit as the source for the underlying data where appropriate, in a manner reasonably instructed by CoreLogic.
20.5 The Customer will take any action that is necessary to prevent or remedy any breach of the Customer's confidentiality obligations or other unauthorised disclosure of Confidential Information.
20.6 The Customer may not make press or other announcements or releases relating to this Agreement and the transactions that are the subject of this Agreement 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.
20.7 Except as required by clause 20.1, no Party will disclose the terms of this Agreement to any person or entity other than its employees, accountants, auditors, financial advisers or legal advisers on a confidential basis.
20.8 The Customer acknowledges that due to the unique nature of the Confidential Information, any breach by the Customer of its obligations under this clause 20 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.
21.1 The Customer must ensure that its use of the Products, including Product Data, complies with all applicable Law, including the Privacy Act 1993.
21.2 CoreLogic is an Agency for the purposes of the Privacy Act 1993, as may be amended from time to time. All personal information the Customer supplies to CoreLogic will be dealt with by CoreLogic in accordance with that Act. The Customer is deemed to have given its and that of its’ staff’s permission to CoreLogic to convey all or part of its registration information to independent auditors for the sole purpose of verifying site usage statistics. As part of the verification process, the Customer may be contacted by these independent auditors and asked to confirm that the Customer has registered with the Website. Accordingly, the Customer may not register any personal details other than its or their own.
21.3 The Customer has the right to access its personal profile and if there are errors in the information, correct any of its personal information.
21.4 CoreLogic (through itself, or its agents, contractors, and personnel) reserves the right to deal with Customer Supplied Personal Information for the purposes of meeting its obligations under this Agreement and enhancing the Website and Products made available to the Customer and other customers of CoreLogic.
22.1 All notices hereunder will be in writing addressed to the Parties at the respective addresses shown in the Application or as updated by notice in writing to the other Party.
22.2 Notice will be deemed given:
22.2.1 in the case of hand-delivered mail upon delivery or alternatively in the case of ordinary mail on the fourth day after the date of posting; and
22.2.2 in the case of email transmission upon notification of a delivery receipt.
22.3 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.
23.1 The Customer warrants that it has not relied on any representation made by CoreLogic which has not been expressly stated in this Agreement or upon the descriptions or allusions or specifications contained in any document including any catalogue or other material produced or made available by CoreLogic.
23.2 CoreLogic will not be liable for any failure to perform or delay in performing its obligations if the failure or delay results from circumstances beyond the control of CoreLogic (whether happening in the New Zealand or elsewhere, including acts of God, refusal of licence, refusal or revocation of any telecommunications organisation's consent in respect of data communication equipment, government act, fire, explosion, accident, strike, industrial dispute, civil commotion or impossibility of obtaining material and/or data).
23.3 If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.
23.4 Nothing contained or implied in this Agreement constitutes one Party the partner, agent, or legal representative of the other Party for any purpose or creates any partnership, agency or trust, and neither Party has any authority to bind the other Party in any way.
23.5 The rights and remedies provided in this Agreement are in addition to other rights and remedies given by applicable Law independently of this Agreement.
23.6 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.
23.7 The Customer agrees that CoreLogic may (and may invite other to) send the Customer (and its staff) 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 services, news and various other information of related interest. Should the Customer not wish to receive, or for any of its staff to receive, this material, the Customer must email this request to email@example.com
24 Variation to this Agreement
24.1 CoreLogic may vary the provisions of this Agreement at any time on 30 days’ notice. If the Customer does not agree to the variation they have the right to terminate the Agreement within 30 days of receipt of the notice of variation. If the Customer does not exercise its termination right the continued use of the products will constitute binding acceptance of the variation.
24.2 No right under this Agreement will be deemed to be waived except by notice in writing signed by the Party to be bound.
25.1 The Customer 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.
25.2 CoreLogic is permitted to assign its interests, and novate its obligations (without recourse by the Customer) under this Agreement by notice in writing to the Customer.
26 Governing law
26.1 This Agreement is deemed to have been made in New Zealand and is governed by New Zealand Law. Any dispute relating to this Agreement shall be referred to the New Zealand courts and the New Zealand courts shall have jurisdiction to hear and determine such dispute.
27.1 All provisions of this Agreement intended to survive termination or expiry of this Agreement shall so survive and this includes clause 11, 14, 15, 16, 20 and 21.
27.2 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.
27.3 This Agreement may be executed in several counterparts (including email PDFs), all of which when signed and taken together constitute a single agreement between the Parties. The Parties consent to entry into this Agreement by electronic means pursuant to the Electronic Transactions Act 2002.