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terms and conditions

TERMS AND CONDITIONS - myvalocity.co.nz 

ABOUT THESE TERMS

  1. Please read these Terms carefully. These Terms are made between Valocity Limited (“Valocity”, “we”, “our” or “us”) and the user of myvalocity.co.nz (“you” or “your”). 
  2. By accessing myvalocity.co.nz (the “Website”) and/or subscribing for Services you agree to be bound by these Terms.
  3. You will be bound by these Terms from the point in time at which you first access the Website and the Terms apply whether you access the Website as a guest or as a registered user.
  4. If you do not accept these Terms then you should not access the Website or order any Services.
  5. You may not assign or transfer your rights or obligations under these Terms to any person unless we expressly consent to that assignment or transfer in writing.
  6. We may change or update these Terms from time to time by posting notice of the change/update on the Website not less than 14 days before it takes effect. If you continue to use the Website after the update/change takes effect then that use constitutes acceptance by you of the change/update. If you do not accept any updated/changed Terms then you must cease all use of the Website.
  7. Definitions and Interpretation

1.1       DefinitionsIn these Terms, unless the context otherwise requires:

“Contract” means a contract formed in accordance with clause 3.1, which contract incorporates these Terms.

“Data” means all data provided by us which may extend to but not be limited to ownership, official sales, recent sales, titles, geospatial imagery, addresses, risk, property attributes (including area and number of bedrooms and bathrooms), listings and other documents and information.

“Fee” means the fees for the Reports, as set out on the Website (as may be updated by us from time to time).

Force Majeure Eventmeans anything outside our or your reasonable control, including acts of God, strikes, acts or omissions (including laws, regulations, disapprovals or failures to approve of any Governmental Agency) and includes, without limitation:

(a)       An unavoidable accident, explosion or public mains electrical supply failure;

(b)       Sabotage, riot, civil disturbance, insurrection, epidemic, national emergency (whether in fact or law) or act of war (whether declared or not); or

(c)       Any requirement or restriction of, or failure to act by, any Governmental Agency.

“Governmental Agency” includes any state or government and any governmental, local governmental, semi-governmental, judicial, statutory or regulatory entity, authority, body or agency or any person charged with the administration of any laws or regulations.

“Intellectual Property” means all trade secrets, technical data, proprietary data, technical analyses, algorithms, pricing information, computer programmes, software (including source and/or object code), know-how, research records, market surveys, market analyses, customer and supplier lists and similar data, competitor information and all derivations, developments or representations of such material, including without limitation, know-how in the form of designs, design rights, copyright and similar intellectual property rights.

“Licensed Data” means the data owned by us or one or more of our Related Companies, or data owned by any other Supplier as applicable, and all Intellectual Property therein, to the extent that the same is provided or made available by us to you under these Terms (whether in a Report or otherwise) or through your use of the Website.

“Loss” means, in relation to any person, any damage, loss, cost, expense (including legal expenses on a full indemnity basis) or liability incurred by the person, however arising and whether present or future, fixed or unascertained, actual or contingent.

“Privacy Act” means the Privacy Act 1993.

“Purpose” means:

(a)       Any lawful internal purpose of yours in New Zealand; or

(b)       Any other purposes expressly specified by us or a Service Provider with respect to a Report,

as the case may be.

“Related Company” means:

(a)       A “related company” as defined in section 2(3) of the Companies Act 1993; and

(b)       Any company (first company) which is related to another company (second company) by virtue of the fact that more than half of the issued shares in the first company and the second company are owned directly or indirectly by the same person or group of persons (including, without limitation, trustees of a trust).

“Report” means either a myvalocity Report or Third Party Report:

(a)       That is loaded onto the Website or emailed to you;

(b)       That is prepared in accordance with a Request and these Terms; and

(c)       That may be either a template or PDF report.

“Request” means a request made by you through the Website for myvalocity Services or Third Party Services.

“Service Provider” means us or the provider of the Third Party Services, as applicable.

“Services” means the myvalocity Services or Third Party Services.

Suppliers” means the owners or licensors of the Licensed Data that we (or one of our Related Companies) have an agreement with to supply the Licensed Data.

and “Supplier” means any one of them.

“Terms” means these terms and conditions (including each of the schedules), as the same may be amended from time to time as set out in these terms and conditions.

“Third Party Material” means any data, information, materials or documentation owned by a third party that is included, embodied in or attached to a Report.

“Third Party Reports” means the written reports listed in Part 2 of Schedule 1 under the section “Third Party Reports and Services”, and such other reports added to that section from time to time by us by notice on the Website.

“Third Party Services” means the services listed in Part 2 of Schedule 1 under the section “Third Party Reports and Services”, and such other services added to that section from time to time by us by notice on the Website. For the avoidance of doubt, Third Party Services includes the provision of each Third Party Report.

“myvalocity Reports” means the written reports listed in Part 1 of Schedule 1 under the section “myvalocity Reports and Services”, and such other reports added to that section from time to time by us by notice on the Website.

“myvalocity Services” means the services listed in Schedule 1 under the section “myvalocity Reports and Services”, and such other services added to that section from time to time by us by notice on the Website. For the avoidance of doubt, myvalocity Services includes the provision of each myvalocity Report.

1.2       Interpretation: In these Terms, except where the context otherwise requires:

(a)       The singular includes the plural and vice versa, a gender includes other genders, and another grammatical form of a defined word has a corresponding meaning;

(b)       A reference to a clause, paragraph or schedule is to a clause or paragraph of, or schedule to, these Terms, and a reference to these Terms includes any schedule;

(c)       A reference to a party includes the party's executors, administrators, successors and permitted assigns and substitutes, and a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(d)       Headings are for ease of reference only and do not affect interpretation.

  1. Access to the Website

2.1       Access: Subject to these Terms, we will grant you access to the Website for:

(a)       The purpose of making a Request and obtaining a Report;

(b)       The purpose of accessing information about a property; and

(c)       Any other purpose approved by us in writing.

We grant to you a non-exclusive, non-transferable licence to use the Website solely for the purposes set out in this clause 2.1. 

2.2       No rights:  Nothing in these Terms transfers or creates any rights or interest in favour of you in the Website.  All intellectual property rights in the Website, or any of the displays, outputs, visual representations or data on the Website same shall remain our (or our applicable licensors) exclusive property at all times. 

2.3       Use of content: No information accessed through or received from the Website may be used, reproduced, distributed, transmitted, published, copied, transferred or commercially exploited by you in any way that would constitute an infringement of any copyright, patent, trade mark, design or other intellectual property right. The information or details of the Reports, access, outputs or pricing may not be shared with any competitor of ours.

2.4       Restrictions: You shall:

(a)       Access and use the Website only in accordance with these Terms;

(b)       Not grant any form of licence (without our prior written consent, which we may withhold in our absolute discretion) or purport to sell, rent, lease or otherwise transfer any rights in the Website for any purpose;

(c)       Access and use the Website only for the purposes set out in clause 2.1;

(d)       Use your best endeavours to procure that no person under your control takes any action likely to adversely affect the operation of the Website;

(e)       Not amend, or attempt to amend, any software, information or settings on the Website;

(f)        Not share any reports, log in or outputs with any competitor of ours;

(g)       Not decompile, disassemble or otherwise reverse engineer all or any portion of the information or Website, including any source code, object code, algorithms, methods or techniques used or embodied therein;

(h)       Not data mine, scrape, crawl, create links back to, harvest or use any process or processes that send automated queries to the Website;

(i)        Not modify or create any derivative works based upon any information provided through the Website or make any copies of the Reports;

(j)        Not remove or alter any copyright, trademark, logo or other proprietary notice or label appearing in or on any Report or in or on the information obtained through the Website; and

(k)       Not incorporate any of the information obtained through the Website on to any other materials, products or services.

2.5       Website Access:

(a)       If you elect to become a registered user of the Website you will have a user account (including a password and login ID/email address) in order for you to access the Website.

(b)       You must keep all user accounts, user names and passwords secure at all times.

(c)       You must not disclose account, user log-in or password information relating to the Website to any other person (except with our prior approval in writing), and must immediately inform us upon becoming aware of any actual or suspected unauthorised use of the Website.

(d)       You will remain fully responsible for any unauthorised use of any Website identification numbers, log-ins, access codes or passwords issued to you.

(e)       If you wish to de-activate your registration on the Website you should notify us in writing immediately.

(f)        You must immediately notify us if you become aware of any breach of the access and security protocols contained in these Terms.

(g)       You will for security purposes change your Website access codes and passwords as directed by us from time to time.

2.6       Acknowledgments: You expressly acknowledge that:

(a)       The Website is provided on an ‘as-is’ basis and, without limitation, we make no representations about the compatibility of the Website with your software, procedures or practices, and take no responsibility for the same.

(b)       You are responsible for providing internet connectivity necessary to access the Website. We are not responsible for providing hardware necessary to access the Website or send or receive communications to or from the Website.

(c)       We cannot and do not guarantee that access to the Website will be uninterrupted or that it will be malware-frees.

(d)       We cannot and do not guarantee that the Website or the Services will be error-free or that they will meet your requirements.

(e)       We will implement reasonable security measures (including industry-standard security systems), but we are not responsible for, take no responsibility for and to the maximum extent permissible by law exclude all liability for:

(i)        Loss or damage sustained by you as a result of unauthorised access to the Website; or

(ii)       Any disclosure, loss or corruption of data contained on the Website.

(f)        We give no warranty with respect to the performance of the Website or with respect to the accuracy or completeness of any information provided on the Website or the security of transmission of such information via the Website.

2.7       Instructions: You shall follow all reasonable instructions we give from time to time with regard to the use of the Website.

2.8       Website Availability: We may suspend all or any access to the Website at any time including:

(a)       For such time as is necessary to carry out maintenance determined by us to be necessary;

(b)       To reduce disruption to the orderly and proper functioning of the Website or our systems;

(c)       As required on account of any order or direction from any Governmental Agency, court or other authority.

  1. Ordering Services

3.1       Services: All Services shall be ordered at the initiation of you and according to the following process:

(a)       You may at any time request Services by completing a Request.

(b)       We agree to either complete the Services (in the case of myvalocity Services) or engage a Service Provider to carry out the Third Party Services, and to supply all Reports to you via the Website or by email, in accordance with these Terms and the Request, which together comprise the terms and conditions of each Contract.

(c)       A separate Contract is formed between us and you when we accept a Request, which acceptance will occur upon us giving notice of acceptance via the Website or, if we do not give such notice of acceptance, by us making the requested Report or Services available to you on the Website or via email.  You may not cancel the Services once ordered and a Contract has been formed.

(d)       Each Contract commences on the date of acceptance of the Request, and ends when the Services to be performed under the Contract are completed and uploaded onto the Website or emailed to you, or the Contract or your access to the Website is terminated under clause 8.1 of these Terms (save for any provisions intended to survive such termination).

3.2       Completion of Report:  If applicable, upon completion of each Report, the Service Provider or us (as the case may be) will upload the Report in PDF format on the Website and inform you of such.

3.3       myvalocity Services:  When the Services are myvalocity Services, we also agree to use our reasonable endeavours to comply with the Warranties set out in Schedule 3.

  1. Licensed Data

4.1       Licence and Terms of Use:  To the extent that you are provided with Licensed Data as part of the Services or Reports, we grant to you a non-exclusive, non-transferable licence to use the Licensed Data solely for the Purpose.  In consideration for such licence, you also agree to comply with the terms of use set out in Schedule 4 as the same may be updated from time to time by us and notified to you in writing. You agree not to further disseminate any Report or Data or information gained from this Website (whether for commercial gain or otherwise) and agree not to publish all or any part of and Report, Data or other such information (in any form and/or via any medium) without our express written consent.

  1. Fees

5.1       Fees:  In consideration for the Services and Reports you order through the Website you agree to pay us the relevant Fees.

5.2       Payment of Fees:  Payment of Fees must be made by credit or debit card in New Zealand dollars at the time the Services or Report is Requested.  To pay, you will be directed to the DPS Payment Express website.  A credit or debit card administration fee is payable to us for any credit or debit card payments and will be advised to you before you confirm your Request.

5.3       Authorisations:  We may run an authorisation on your credit or debit card for an amount up to the total Fees payable for your Request(s).  A credit or debit card authorisation is a method used to determine whether your credit or debit card is valid and whether you have a sufficient credit or debit limit to make a purchase.  Although a credit or debit card authorisation results in a temporary reduction in the amount of money you are authorised to charge to your credit or debit card, it does not result in a charge being incurred on your credit or debit card.  Upon you confirming a Request or at the completion of each session on the Website, your credit or debit card will be charged the total amount payable in respect to the Request(s) made by you during that session (together with any notified credit or debit card administration fee.

5.4       Security:  When you submit personal information including credit or debit card details, a secure server is used.  We protect your information during transmission by using the Secure Sockets Layer (SSL) protocol, which encrypts your information when transmitted over the internet.  You can check that the SSL is active by looking for the padlock symbol on many browsers.  We will take reasonable steps to protect the information for misuse and loss from unauthorised access, modification or disclosure.

5.5       Commencement of ServicesYou acknowledge and agree that we may withhold notifying the Service Provider to commence performing the relevant Services, or providing you with the relevant Reports, and the Service Provider is not required to commence the relevant Services, until we have received confirmation of payment of the applicable Fees in full.

6.         Intellectual Property rights

6.1       System and Data:  You acknowledge and agree that:

(a)       We and/or one or more of our licensors owns the Website, and that all Intellectual Property rights in the Website (whether current or future) are vested in us and/or one or more of our applicable licensors;

(b)       We and/or one or more of our licensors owns the Data, and that all Intellectual Property rights in the Data (whether current or future) vests in us and/or our applicable licensor(s) upon its creation;

(c)       You shall not use, reproduce, create derivative works, copy or commercially exploit any part, aspect or functionality of the Website or any Data without our prior written consent;

(d)       You shall not assert any ownership or other rights in respect of any Reports, Data or information contained on or made available through the Website.

6.2       Reports:  Intellectual Property arising out of each Report shall be owned by:

(a)       The relevant Service Provider (in relation to Reports that relate to all Services other than myvalocity Services); or

(b)       Us (in relation to Reports that relate to myvalocity Services).

Notwithstanding the above, we will grant, or procure that the Service Provider grants, you a non-exclusive, non-transferable, revocable, royalty-free licence to use any Report (as applicable) only and solely for the Purpose, provided that neither the whole, nor any part of a Report may be provided, reproduced or included in any published document, circular or statement without our prior written approval.

6.3       Service Provider Data/Third Party Material: We will use our reasonable endeavours to procure that the Service Provider:

(a)       Warrants and represents in favour of us that the Service Provider owns or has adequately licensed the Data; and

(b)       Must obtain all necessary copyright and other Intellectual Property permissions before including any Third Party Material in a Report or using Third Party Material as part of the Services.

7.         Liability

7.1       Consumer Guarantees Act:  Except where you acquire any Reports or Services “in trade” (as defined in the Consumer Guarantees Act 1993 (“CGA”), nothing in these Terms is intended to limit or reduce your rights against us under the CGA. If you are a consumer (as defined in the CGA) you are entitled to the guarantees afforded to consumers under the CGA. If we breach any of these guarantees your rights of redress against us are set out in the CGA. If you are acquiring any Services or Reports “in trade” (as defined in the CGA) you agree that the provisions of the CGA shall not apply. Except for any guarantees which apply under the CGA, you acknowledge and agree that we do not provide any warranties or guarantees (express or implied) with respect to the Services or Reports other than those expressly set out in these Terms.

7.2       Warranty Exclusions: Except for any guarantees that apply under the CGA and which cannot be contracted out of:

(a)       To the extent that the Services or Reports contain any Third Party Material, we provide no warranty or guarantee (express or implied) that the Third Party Material will be complete, accurate, free of errors, omissions and defects, current, not misleading or fit for purpose;

(b)       We provide no warranties or guarantees (express or implied) with respect to any Third Party Reports or Third Party Services and expressly exclude all liability with respect to the same.

You acknowledge and agree that all Reports and Services are subject to the express disclaimers set out in Schedule 2 to these Terms.

7.3       Our liability to you: If the Website, Services or Reports supplied by us do not comply with these Terms or any other requirements stated on the Website then we will (within a reasonable period of time) either:

(a)       Re-supply the relevant Service or Report to you; or

(b)       Refund to you any Fees that you paid to us in respect of the relevant Service or Report.

This shall be your sole remedy in respect of any defect or non-compliance of the relevant Report or Service provided to you by us.

7.4       Consequential Loss:  Under no circumstances will either you, us or any Third Party Supplier be liable for:

(a)       Any loss of profits or loss of revenues, loss resulting from business interruption or loss of data (in each case whether direct or indirect); or

(b)       Any indirect, special, punitive, exemplary or consequential loss or damage whatsoever,

relating to (or arising from) the Services or Reports or use or reliance thereon, or arising out of any Contract, whether that liability arises in contract, tort, equity, under statute or otherwise and whether or not you, us or the Third Party Supplier (as applicable) had been advised or should have known about the possibility of such loss. Nothing in this clause 7.4 applies to limit your liability with respect to any unauthorised use of our Intellectual Property or any breach by you of clauses 6.1 or 6.2.

7.5       Your liability to us: You agree to reimburse us for any Loss that we or any of our Related Companies (or any of our or their respective employees, officers or directors) suffer or incur as a direct result of your negligence or your failure to comply with these Terms or any applicable law.

7.6       Suppliers’ Liability:  To the maximum extent permitted by law, neither the Suppliers nor any of their respective directors, officers, employees, agents or their councillors shall be liable for any loss, injury damage or expense suffered by you arising from the Licensed Data and/or supply, delivery, access and/or lack of supply, delivery or access to the Licensed Data, whether under contract, tort (including negligence), equity, under the Consumer Guarantees Act 1993, or otherwise.

8.         Termination of Access to Website

8.1       Termination of Access:

(a)       We may terminate your access to the Website and/or registration (if applicable), or any part of the Services, at any time if you breach any provision of these Terms or you fail to comply with any other policy, procedure or direction notified by us to you with respect to the access to and use of the Website.

(b)       You may, at any time and for any reason, on notice to us, terminate your registration on the Website.

8.2       Effect: Termination of your access to the Website under clause 8.1 will not terminate any active Requests which will remain in full force and effect.

8.3       Accrued rights and remedies: Termination of your access to the Website does not affect any accrued rights or remedies under these Terms and under any Contract. In addition to the foregoing, you will remain bound by these Terms with respect to any Services or Reports provided by us to you prior to termination under clause 8.1.

  1. Force Majeure

9.1       Force Majeure Event: Neither you nor we will  be liable to the other for any failure to comply with any of your or our obligations under these Terms or with respect to a Contract to the extent that such failure is caused by a Force Majeure Event.

  1. Notices

10.1     Your address for notices is the email address (and, if applicable, physical address) that you provide to us when you register on the Website or any such updated email address/address details that you may notify to us in writing from time to time. 

10.2     Our address for notices is myvalocity Customer Relations, Valocity Limited, PO Box 68-093, Newton 1145, Auckland or email help@myvalocity.co.nz.

  1. Miscellaneous

11.1     Survival: Any indemnity or any obligation of confidence under these Terms is independent and survives without limit in time. Any other clause of these Terms which by its nature is intended to survive any termination of access to the Website under clause 8.1 will survive such termination.

11.2     Governing Law: These Terms are governed by the laws of New Zealand and each of you and us submit to the non-exclusive jurisdiction of the courts of New Zealand with respect to these Terms and all aspects of the use and operation of the Website.

11.3     Contracts (Privity) Act 1982:  For the purposes of the Contracts (Privity) Act 1982, each Supplier is entitled to enforce against you each provision of these Terms which confer a benefit upon that Supplier.

11.4     Privacy Policy:  Nothing in these Terms or a Contract derogates from any obligation which either you or us may have under the Privacy Act, in relation to the protection of personal information or otherwise.  Each of us is responsible for ensuring that all personal information is used within the requirements of the Privacy Act. For further details on privacy, please read our Privacy Policy which is available for viewing on the Website.

11.5     Consent to commercial electronic messages: By ticking “yes” to the email newsletter/communications box on the Website, you consent to receive commercial electronic messages marketing our goods and services and new products. You also consent to receiving electronic messages containing updated information in relation to the Website and the Services as well as other information of related interest.

 

SCHEDULE 1

REPORTS AVAILABLE THROUGH MYVALOCITY.CO.NZ

Part 1 - myvalocity Reports and Services

Valuation Information

Rating Valuation Report

This report provides details of the rating valuation/capital value and revision date as provided by the local council. These values are reviewed by the council at regular intervals.

iVal™ Bank Approved Report

This report provides you with the current market estimated value of the property after analysing the sales of properties with similar attributes that have recently sold in the geographical area. 

Title Information

Certificate of Title Summary Report

This report provides a summary of the title information including title number, legal description, owners name, land area and current interests recorded against the title. 

Sales Information

Sales History Report

This report provides a listing of the known prior sales of the property being searched providing sale price and date and basic property information.

Buyers Pack

This pack is designed to help buyers with all the relevant information.

It includes the following reports:

- iVal™ Bank Approved Report

- Certificate of Title Summary Report

- Sales History Report.

Sellers Pack

This pack is designed to help sellers with all the relevant information.

It includes the following reports:

- iVal™ Bank Approved Report

- Certificate of Title Summary Report

- Sales History Report.

Comparable Properties Sold Report

This report lists the most recent comparable sales in the immediate locality of the property being searched and provides sale date and basic property information. 

Building Information

Building Consent Report

Provides building consent details on the subject property including consent number, date, nature and value of the consent.

Warning: None of the above Reports (whether on its own or in conjunction with any one or more of the Reports listed above) is intended to replace a full market valuation. If you need a property valuation for lending, tax, insurance or other purposes then you should seek a full market valuation from a registered valuer.

 

Part 2 – Third Party Reports and Services

SCHEDULE 2

DISCLAIMERS

 

Disclaimers

1.1    Each Report is subject to the following disclaimers:

General Disclaimers

(a)     We will use commercially reasonable efforts to ensure that the Services are accessible in accordance with these Terms but neither we nor (where applicable) any Third Party Supplier guarantees that:

(i)      All Data will be accurate in every respect;

(ii)     The statistical methods and assumptions on which the Services are based and provided will be fit for purpose; or

(iii)    The Services and Reports will not be affected by input errors, double entries or incorrect or outdated data supplied by Third Party Suppliers.

Property Information

(a)     The property information contained within the Report is not intended or designed to replace a full market valuation.  If you need a property valuation for lending, tax or other purposes then you should seek a full market valuation from a registered valuer.

(b)     The information supplied by Valocity as part of the Services:

(i)      Is not a certified copy of any district valuation roll entry;

(ii)     Is drawn from third party sources which are independent of and outside the control of Valocity;

(iii)    Is not warranted for lending purposes; and

(iv)    Is not a registered valuer's report for the purposes of the Trustee Act 1956.

Map

(c)     A map showing property boundaries is indicative only and may not be complete or accurate.

(d)     A map that is produced is not intended or designed to replace the certificate of title or land survey information.  If you need a certificate of title or land survey information for any purpose then you can order these from the Website.

iVal™ Bank Approved Report

(e)     The estimated value and estimate of selling range of the iVal™ is only an estimate and is solely the result of an analysis of comparable property data collated by Valocity.  It is also based on the property being freehold.

Rating Valuations

(f)       The rating valuation data is the result of data collated by Valocity and nothing more.

Certificate of Title Report

(g)       The information provided in a certificate of title report is a subset of information available from Land Information New Zealand and has not been changed in any way by Valocity.

(h)      The data and this report are not a substitute for a certificate of title. The data is updated at monthly intervals and, at any time, the data may be superseded and may be up to six weeks old.

Building Consent Information

(i)      The information contained in a building consent report ("Building Consent Data") has been obtained from a variety of third party sources.

(j)      Building Consent Data may not be available for all properties and may be incomplete in respect of certain properties.

(k)     Building Consent Data relies on the accuracy of the description against the Building Consent Data held by Valocity.  Any errors in entry of property details may lead to incorrect Building Consent Data being provided and you should always check the appropriateness of the information contained in the building consent report against the actual property or surrounding properties (including their physical attributes).

 

SCHEDULE 3

WARRANTIES

 

Our Warranties

1.1       Our obligations:  We will use our commercially reasonable endeavours to perform all myvalocity Services in accordance with:

(a)       Relevant industry practice;

(b)       The requirements of the Website;

(c)       All Laws affecting the myvalocity Services; and

(d)       The terms of the relevant Contract.

1.2       Our warranties: We warrant to you that:

(a)       We have the necessary expertise, experience, capacity and facilities required to perform our obligations under each Contract;

(b)       We will at all times act honestly and without negligence or misconduct in the performance of the myvalocity Services;

(c)       We have all licences necessary to perform the myvalocity Services and each Contract;

(d)       The myvalocity Services will be rendered with due care and skill;

(e)       In performing the myvalocity Services, we will not breach an obligation owed to another person, or infringe any Intellectual Property of another person;

(f)        All works created by us and all Intellectual Property rights in such works will be owned or adequately licensed by us.

 

SCHEDULE 4

FURTHER TERMS OF USE

 

1.1       You acknowledge and agree that:

(a)       All right, title and interest in the Licensed Data is the sole property of us and the Suppliers (as relevant) and you will not, at any time, in any way question or dispute the ownership by us and the Suppliers (as relevant) of the Licensed Data or anything derived from the Licensed Data;

(b)       Any modification, adaptation or alteration of the Licensed Data remains the property of us and the Suppliers (as relevant) in all respects, whether modified by you or any other party and whether or not such modification, adaptation or alteration is authorised pursuant to these Terms;

(c)       You will not at any time do or suffer to be done any act or thing which may in any way impair the rights of us and the Suppliers (as relevant) in the Licensed Data, nor will you contest or challenge the validity of the whole or any part of the Licensed Data;

(d)       You will promptly notify us if you become aware of any actual or possible infringement of the whole or any part of the Licensed Data.  We will have the sole right at our discretion to take any action we consider appropriate in the circumstances in respect of such infringement and you will provide all such reasonable assistance as we may request in respect of such action;

(e)       You shall have no proprietary rights to the Licensed Data. No title in the Licensed Data vests in you as a result of the Licence under these Terms;

(f)        You shall use reasonable endeavours to ensure the Licensed Data is protected at all times from unauthorised use or access by third parties;

(g)       You will not make any representation or misstatement about the Licensed Data, its functionality or accuracy or give any warranties, guarantees, or other representations that are in any way inconsistent with these Terms;

(h)       To the fullest extent permitted by law, all warranties (including any implied warranties of merchantability or fitness for purpose) with respect to the Licensed Data (whether express or implied) are excluded. Without limiting the foregoing, you acknowledge and agree that the Licensed Data is licensed to you on an ‘as is’ basis and that neither the Suppliers (as relevant) nor us warrant that the Licensed Data is free from errors or omissions. In addition, there is no warranty that the supply of the Licensed Data will be timely, immediate or uninterrupted;

(i)        You will not sell, licence, offer for sale, or otherwise part with possession of the Licensed Data;

(j)        You shall take all reasonable security precautions to protect the Licensed Data.

We source and license data from multiple sources.  In the instances where the following data form part of the Licensed Data you acknowledge and agree that the following terms also apply:

 

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