Valocity Australia Terms & Conditions of Use

API Portal Terms of Use

    1. BINDING TERMS 

        1. This Application Programming Interface Portal (API Portal) is operated: 

            1. in New Zealand, by Valocity Limited Valocity Limited (NZBN 9429041106112); and

            1. in Australia by Valocity Pty Ltd (ABN 29 613 496 790) (in each case, “Valocity“, “Our“, “Us” or “We“).

        1. These API Portal Terms of Use are an essential condition of using this API Portal, and by using this API Portal, You agree to be bound by an agreement created between you and Us under these API Portal Terms of Use.  If You do not agree to these API Portal Terms of Use, you may not use this API Portal, or any information derived as a result of the use of this API Portal.

        1. This API Portal provides information about the various property information, analytics and data-enabled products and services offered by Valocity.

    1. THE PARTIES 

        1. If you are a natural person, then these API Portal Terms of Use constitute a legally binding agreement between you and us and govern your use of our API Portal (and “You” in these API Portal Terms of Use means you)

        1. If the User of our API 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 API Portal that the user warrants that he or she has authority to accept these API Portal Terms of Use on behalf of that body corporate, and these API Portal Terms of Use specify the terms of a legally binding agreement between that body corporate (and “You” in these API Portal Terms of Use means that body corporate) and us.

    1. GENERAL INFORMATION 

        1. The information appearing in this API 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 API Portal.

    1. INTERNATIONAL USE 

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

        1. We make no representation that all clauses in these API Portal Terms of Use are relevant to New Zealand or to Australia. References to law are taken to apply to the relevant jurisdiction.

    1. AMENDMENTS 

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

    1. PERMITTED USES OF PORTAL 

        1. You acknowledge and agree: 

            1. You must only use this API Portal to use and access information about the Valocity Services, to obtain Login Details as well as the Data available through API Portal (Permitted Purpose) and

            1. You must not access or attempt to access the Valocity Services or any Data unless You have entered into a current and valid agreement with Valocity for the Valocity Services.

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

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

            1. use this API Portal or any Valocity Services accessible through it, for any purpose other than the Permitted Purpose;

            1. host links to this portal, unless expressly authorised by Valocity in writing;

            1. 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 API Portal, the Valocity Services, underlying infrastructure or other software;

            1. 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 Valocity Services, processes, information, content, or data accessible through this API Portal;

            1. use any Scraping Process to aggregate or combine information, content or data contained within or accessible through this API Portal with information, content or data accessible via or sourced from any third party;

            1. use any information on or accessed through this API 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 without the prior written permission of Valocity;

            1. use any device, software, process or routine to interfere or attempt to interfere with the proper working of this API Portal or any Valocity Services, transaction or process being conducted on or through it;

            1. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of or bandwidth connecting to this API Portal;

            1. copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from this API Portal without the prior written permission of Valocity;

            1. use another person’s login details or otherwise use any ‘brute force attack’ methods to gain access to any Valocity Platforms, products or services; or

            1. use this API Portal for any unlawful purpose or activity.

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

    1. GENERAL DISCLAIMER 

        1. You acknowledge and agree that You must take your own precautions to ensure that whatever you select for your use from this API 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.

    1. LIMITATION OF LIABILTY 

        1. To the maximum extent not prohibited by law, Valocity 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 API 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 API Portal.

        1. You acknowledge and agree that Valocity has no liability whatsoever to You or any other person, for: 

            1. acts and omissions of, or any faults or defect in the API Portal;

            1. if interference with or damage to your computer systems occurs in connection with your use of this API Portal;

            1. faults or defects in the API Portal which are caused by You including any failure to comply with Your obligations under these Terms of Use;

            1. 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 Valocity during the operation of these Terms of Use with Valocity’s consent); and

            1. Your inability to access or use the API Portal for any reason.

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

            1. that the API Portal or the Data will meet Your requirements;

            1. that the API Portal or the Data are fit for Your purpose or are otherwise suitable for Your use;

            1. that the API Portal will be compatible with, or suitable for use with, Your software, hardware or other equipment;

            1. that the API Portal or the Data, will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise;

            1. that the statistical methods on which any of the API Portal or Data are based use appropriate or accurate assumptions;

            1. that the performance of the API Portal will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by Valocity’s third party suppliers;

            1. that the API Portal will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure.

        1. 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 Valocity may elect in its sole discretion) to one or more of the following: 

            1. to use commercially reasonable efforts to modify, correct or provide access to the relevant Valocity Service;

            1. the supplying of the Valocity Services again; or

            1. the payment of the cost of having the Valocity Services supplied again, except as expressly provided elsewhere in these Terms of Use.

        1. 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.

    1. SECURITY 

        1. You acknowledge and agree that no data transmission over the internet can be guaranteed to be totally secure. Whilst Valocity will endeavour to use our reasonable efforts to protect the personal information of our , you acknowledge and agree that Valocity is not responsible for any unauthorised access to Your information, including personal information.

        1. Any personal information you give us will be dealt with in accordance with our privacy policy located at [privacy policy]

    1. COPYRIGHT 

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

        1. Except as provided by the Copyright Act 1968 (Cth) or any other applicable laws, no part of this API Portal or the Valocity 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 Valocity’s written consent.

    1. TRADE MARKS 

        1. The trade marks, service marks and logos (Trade Marks) used in this API Portal are registered or unregistered Trade Marks of Valocity or any related parties. No Trade Mark may be copied, reproduced, adapted or transmitted in any form or process without the owner’s consent.

    1. CONFIDENTIAL INFORMATION 

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

            1. employees of the User requiring the information for the purposes of these Terms of Use who: 

                1. are aware of the confidentiality obligations imposed in this clause 12.1; and

                1. 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;

            1. to the extent the User is required to do so by applicable Law.

        1. If the User is provided with or generates Login Details to connect to the API Portal, the User must: 

            1. keep confidential and safeguard from unauthorised use any Login Details;

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

            1. 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

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

        1. The User must not use Confidential Information except for the purpose of exercising its rights or performing its obligations under these Terms of Use.

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

        1. 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.

        1. 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 Valocity for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, Valocity 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 Valocity may seek under all applicable Law.

    1. GENERAL 

        1. The agreement created under these API 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.

        1. 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.

        1. 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 API Portal.

        1. If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

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

    1. DEFINITIONS 

        1. In these API Portal Terms of Use, the following capitalised terms have the meaning given below:

API Portal means the Valocity Application Programming Interface Portal located at the domain name: developer.valocity.com.au, 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.

API Portal Terms of Use means this agreement constituting the terms of use for the API Portal and Terms of Use has the same meaning.

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 API 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 API Portal and any Platforms or as otherwise provided in the usual course of business by Valocity.

Excluded Information means Confidential Information which:

    1. is in or becomes part of the public domain other than through breach of these Terms of Use or an obligation of confidence owed to Valocity;

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

    1. the User acquires from a source other than Valocity 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 API 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 Valocity to deliver, enable or provide its customer’s access to its Valocity Services, and includes the API Portal.

User means a user of the API Portal.

Valocity means jointly and separately:

    1. Valocity Pty Ltd (ABN 29 613 496 790) and its Related Bodies Corporate; and

    1. Valocity Limited (NZBN 9429041106112) and its Related Bodies Corporate.

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

    1. licenced or supplied to You by Valocity

    1. the API Portal; or

    1. information about the products, services, Platforms and Data; or

    1. Confidential Information accessed by You on or through the API Portal.

Sandbox Environment Terms and Conditions 

    1. BINDING TERMS 

        1. This Sandbox Environment is operated: 

            1. in New Zealand, by Valocity Limited Valocity Limited (NZBN 9429041106112); and

            1. in Australia by Valocity Pty Ltd (ABN 29 613 496 790) (in each case, “Valocity”, “Our”, “Us” or “We”).

        1. These Terms and Conditions are an essential condition of using this Sandbox Environment, and by using this Sandbox Environment, You agree to be bound by an agreement created between you and Us under these Terms and Conditions.  If You do not agree to these Terms and Conditions, you may not use this Sandbox Environment, or any information derived as a result of the use of this Sandbox Environment.

    1. THE PARTIES 

        1. If you are a natural person, then these Terms and Condition constitute a legally binding agreement between you and us and govern your use of our Sandbox Environment (and “You” in these Terms and Conditions means you)

        1. If the User of our Sandbox Environment uses it in their capacity as a representative of a body corporate (eg a corporation), then it is a condition of the user continuing to use our Sandbox Environment that the user warrants that they have authority to accept these Terms and Conditions on behalf of that body corporate, and these Terms and Conditions specify the terms of a legally binding agreement between that body corporate (and “You” in these Terms and Conditions means that body corporate) and us.

    1. INTERNATIONAL USE 

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

        1. We make no representation that all clauses in these Terms and Conditions are relevant to New Zealand or to Australia. References to law are taken to apply to the relevant jurisdiction.

    1. AMENDMENTS 

        1. We reserve the right to amend these Terms and Conditions from time to time.  Amendments will be effective immediately upon publication on this Sandbox Environment.  Your continued use of the Sandbox Environment following such publication will represent an agreement by you to be bound by these Terms and Conditions, as amended.

    1. VALOCITY OBLIGATIONS 

        1. Subject to the terms of this Agreement and the User’s performance of its obligations, Valocity will: 

            1. make the Sandbox Environment available to the User; and

            1. grants to the User a non-exclusive, non-transferable and non-sub-licensable, limited license to access and use the Sandbox Environment and Data accessed from the Sandbox Environment solely for the Permitted Purpose.

    1. USER’S OBLIGATIONS 

        1. Without detracting from clause 5.1, You agrees that Your use of the Sandbox Environment as a method of accessing the Data may only be used subject to the following: 

            1. use and access must be strictly in compliance of the terms of the licence granted in these Terms and Conditions;

            1. the Data must be contained in Your system and not released to a customer or end user of the Your system at any time;

            1. You must not publish, distribute or in way make available to any third party any username and password or session tokens;

            1. You will not, nor will You encourage any person or entity to: 

                1. 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;

                1. 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;

                1. distribute, commercialise or otherwise exploit the Data;

                1. use any Data or the Sandbox Environment for any Direct Marketing purposes or to encroach upon the privacy of an individual

                1. 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

                1. remove or alter any copyright, trademark, logo or other proprietary notice or label appearing

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

    1. GENERAL DISCLAIMER 

        1. You acknowledge and agree that You must take Your own precautions to ensure that whatever you select for your use from this Sandbox Environment 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.

    1. LIMITATION OF LIABILTY 

        1. To the maximum extent not prohibited by law, Valocity 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 Sandbox Environment 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 Sandbox Environment.

        1. You acknowledge and agree that Valocity has no liability whatsoever to You or any other person, for: 

            1. acts and omissions of, or any faults or defect in the Sandbox Environment;

            1. if interference with or damage to your computer systems occurs in connection with your use of this Sandbox Environment;

            1. faults or defects in the Sandbox Environment which are caused by You including any failure to comply with Your obligations under these Terms and Conditions;

            1. 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 Valocity during the operation of these Terms and Conditions with Valocity’s consent); and

            1. Your inability to access or use the Sandbox Environment for any reason.

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

            1. that the Sandbox Environment or the Data will meet Your requirements;

            1. that the Sandbox Environment or the Data are fit for Your purpose or are otherwise suitable for Your use;

            1. that the Sandbox Environment will be compatible with, or suitable for use with, Your software, hardware or other equipment;

            1. that the Sandbox Environment or the Data, will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise;

            1. that the statistical methods on which any of the Sandbox Environment or Data are based use appropriate or accurate assumptions;

            1. that the performance of the Sandbox Environment will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by Valocity’s third party suppliers;

            1. that the Sandbox Environment will function in an uninterrupted manner, be available 24 hours a day, 7 days a week, or be fully secure.

        1. 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 Valocity may elect in its sole discretion) to one or more of the following: 

            1. to use commercially reasonable efforts to modify, correct or provide access to the relevant Valocity Service;

            1. the supplying of the Valocity Services again; or

            1. the payment of the cost of having the Valocity Services supplied again, except as expressly provided elsewhere in these Terms of Use.

        1. 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.

    1. SECURITY 

        1. You acknowledge and agree that no data transmission over the internet can be guaranteed to be totally secure. Whilst Valocity will endeavour to use our reasonable efforts to protect the personal information of our , you acknowledge and agree that Valocity is not responsible for any unauthorised access to Your information, including personal information.

        1. Any personal information you give us will be dealt with in accordance with our privacy policy located at [privacy policy]

    1. COPYRIGHT 

        1. Except where otherwise stated, Valocity owns all rights, title and interest, or have licence rights, in all Intellectual Property Rights in the materials contained in or published on this Sandbox Environment and the Valocity Services accessible through it.

        1. Except as provided by the Copyright Act 1968 (Cth) or any other applicable laws, no part of this Sandbox Environment or the Valocity 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 Valocity’s written consent.

    1. TRADE MARKS 

        1. The trade marks, service marks and logos (Trade Marks) used in this Sandbox Environment are registered or unregistered Trade Marks of Valocity or any related parties. No Trade Mark may be copied, reproduced, adapted or transmitted in any form or process without the owner’s consent.

    1. CONFIDENTIAL INFORMATION 

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

            1. employees of the User requiring the information for the purposes of these Terms of Use who: 

                1. are aware of the confidentiality obligations imposed in this clause 12.1; and

                1. 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;

            1. to the extent the User is required to do so by applicable Law.

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

            1. keep confidential and safeguard from unauthorised use any Login Details;

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

            1. 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

            1. promptly notify Valocity 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.

        1. The User must not use Confidential Information except for the purpose of exercising its rights or performing its obligations under these Terms of Use.

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

        1. 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.

        1. 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 Valocity for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, Valocity 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 Valocity may seek under all applicable Law.

    1. GENERAL 

        1. The agreement created under these Terms and Conditions constitute the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

        1. 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.

        1. 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 Sandbox Environment.

        1. If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

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

    1. DEFINITIONS AND INTERPRETATIONS 

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

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.

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 Valocity 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.

Excluded Information means Confidential Information which:

    1. is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to Valocity;

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

    1. the User acquires from a source other than Valocity 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 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.

Law:

    1. 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

    1. 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.

Party means a party to these Terms and Conditions.

Permitted Purpose is for the User to assess the functional and non-functional aspects of the Valocity APIs and Data through the Valocity and /or to conduct tests to assess its ability to integrate the Valocity 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:

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 1993 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

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 Valocity APIs may be accessed upon initial application provisioning. It runs off specific servers and databases for this purpose, and includes the Valocity APIs and a restricted set of the Data provided via the APIs.

Terms and Conditions means these Sandbox Environment Terms and Conditions.

User means the user of the Sandbox Environment.

Valocity means jointly and separately:

Valocity Pty Ltd (ABN 29 613 496 790) and its Related Bodies Corporate; and

Valocity Limited (NZBN 9429041106112) and its Related Bodies Corporate.

Valocity APIs means the Valocity 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.

14.2 In this Agreement the following rules of interpretation apply unless the context otherwise require:

    1. the headings in this Agreement are for convenience of reference only and will not affect the interpretation hereof.;

    1. 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;

    1. a clause or schedule is a reference to a clause or schedule to this Agreement;

    1. the singular includes the plural and vice versa; and

    1. a reference to any gender includes all genders.