- The Provider is providing the Company with access to its Application Programming Interfaces (APIs).
- This Agreement sets out the rights and obligations of each Party as they relate to the provision of the APIs.
- In addition to this Agreement, the Company acknowledges and agrees that the APIs may be subject to Updates, amendments and legal notices, which may be displayed on the Website from time to time and done so without notice to the Company.
B. NON-EXCLUSIVE LICENCE AND AMENDMENTS
- Subject to the terms of this Agreement, the Provider grants the Company a non-exclusive, worldwide, non-transferable, limited licence to use the Provider’s APIs and documentation only as necessary to develop, test and support an integration of the Company’s application.
- The Company may not sell, rent, lease, sublicence, redistribute or syndicate access to any of the Provider’s APIs.
- The Provider reserves the right to withdraw or change its APIs at any time. The Provider will use reasonable endeavours to give the Company advance notice of any material changes that the Provider makes to its products and services.
- If the Provider makes material changes, the Company may terminate this Agreement by giving the Provider written notice within 14 days of the change. Termination notice periods are specified in Clause F.
- Failure to terminate within this period and in accordance with Clause F constitutes acceptance of the change.
- The Company acknowledges and agrees that it will not:
- Access the Provider’s APIs or documentation in violation of any law or regulation;
- Access the Provider’s APIs in any manner that:
- Compromises, breaks or circumvents any of the Provider’s technical processes or security measures;
- Poses a security vulnerability to customers or users of the APIs; or
- Tests the vulnerability of the Provider’s systems or networks.
- Access the Provider’s APIs or documentation in order to replicate or compete with the Provider; or
- Attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the Provider’s APIs; or
- Attempt to use the Provider’s APIs in a manner that exceeds rate limits or constitutes excessive or abusive usage.
D. OUR RIGHT TO SUSPEND ACCESS AND AUDIT
- The Provider has the right to suspend access to the APIs if the Provider believes there is a violation of this Agreement.
- The Provider reserves a right to audit the Company’s application to ensure it does not violate the Provider’s terms and policies. The Company agrees that it will cooperate with inquiries related to such an audit and provide the Provider with proof that the applicable application complies with the Company’s terms and policies.
E. FEES AND TERM
- If the Company obtains the rights under this Agreement pursuant to a subscription basis, the API subscription term commences on the Provisioning Date specified in Schedule 2.
- The term of this Agreement will be for a minimum of 12 months, or such other term as specified in Schedule 1 or by Agreement between the parties.
- Any fees payable in relation to this Agreement are outlined in Schedule 1. Payment of any and all fees are required monthly or yearly in advance, pursuant to the Agreement between the parties. Failure to pay any fees on their due date could constitute a material breach of this Agreement, and all fees will become immediately due and payable. Overdue fees attract interest at a rate of 10% per month, charged daily.
- Subject to, and in consideration of the Company’s payment of the fees, the Provider grants the Company a non-transferable, non-sublicensable, non-exclusive right for the Company’s employees, agents, related bodies, corporate and contractors to access and use the APIs pursuant to this Agreement.
- Without limiting the Provider’s rights and remedies at law, in the event of non-payment or late payment, the Provider may (at its discretion):
- terminate this Agreement; and/or
- charge the Company for any agency or legal fees associated with the collection of overdue amounts.
- The Company is liable for all taxes (inc. GST), duties or government charges payable in connection with this Agreement whether applying at the date of this Agreement or in the future.
- All fees under this Agreement are listed in Australian Dollars. Any conversion or overseas transfer fees will be passed on and payable by the Provider.
- Without limiting the Provider’s other rights and remedies at law, the Provider may terminate this Agreement immediately;
- at any time and for any reason by giving the Company 28 days’ notice in writing;
- if the Company breaches this Agreement and fails to rectify that breach within 7 days’ notice;
- if the Company becomes bankrupt, insolvent, enters into liquidation, administration or receivership, or a receiver or manager is appointed over any or all of the Company’s assets; or
- if a director of the Company dies, the partnership is dissolved, or the Company is deregistered (as applicable)
- Should the Company wish to terminate this Agreement, they must provide a minimum of 30 days’ notice in writing prior to the expiration of the term. If the notice is not received, the Agreement will automatically renew for a further 12 month period.
- If the Provider makes a material change to the APIs, the Company can terminate this Agreement by providing 30 days’ notice in writing within 14 days of the material change. Any fees paid in advance following the expiration of the notice period will be refunded.
- The Provider can provide notice to terminate in writing by giving no less than 30 days notice prior to the expiration of the term of the Agreement. If notice is not provided, the Agreement will automatically renew.
- The Company may use or refer to the information produced and in the APIs only in the course of providing ordinary real estate or other services to the Company’s customers, clients, contractors or related bodies corporate, provided that:
- the Company complies with applicable privacy legislation, and notifies the Provider of any privacy complaints made in connection with the information and comply with any reasonable directions from the Providers or its licensors in relation to any privacy complaint; and
- the Company does not alter the format, meaning or substance of any information supplied; and
- the Company does not change or delete any source attribution or copyright notice; and
- the Company specifically references the source of the APIs, being an ‘Auctions Live API’, in all or any marketing, advertising or other material.
H. COPYRIGHT AND NO REPRESENTATION
- The APIs use and features copyright material, trademarks and other proprietary information. The Company and its users may not assert ownership of all or any part of any works or other subject-matter accessed through the APIs. Reproduction, downloading, redistribution or commercial exploitation of any material available through API Products other than as expressly allowed under this Agreement may infringe the Intellectual Property Rights of the Provider and its licensors and accordingly is prohibited.
- The Company agrees that it will comply with all applicable laws and codes in relation to this Agreement and its use of the APIs.
I. LIMITATION OF LIABILITY
- In no circumstances will the Provider be liable to the Company for any indirect, incidental, special and/or consequential losses or damages (inc. loss of profits, goodwill, data or opportunity). For products or services supplied or offered by the Provider, their liability to the Company will be limited to the amount(s) paid by the Company in respect of those products or services.
- The limitations under this clause apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this clause allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement.
- The Company’s use of the APIs is at its sole risk. To the extent permitted by law, the Providers exclude all conditions and warranties relating to API Products. In particular, the Provider does not make any representations or warranties that the APIs will be error-free or as to the accuracy, reliability or suitability of any information accessible via the APIs. To the extent that the Provider’s liability for breach of any implied warranty or condition cannot be excluded by law, the Provider’s liability will be limited, at the Provider’s option, to: (a) in the case of services supplied or offered by the Provider, the re-supply of those services or the payment of the cost of having those services re-supplied, and (b) in the case of goods supplied or offered by the Provider, the replacement of the goods, the supply of equivalent goods or the payment of the cost of having the goods replaced.
- The Company agrees to forever hold and indemnify the Provider against any expenses, costs, loss or damage that the Provider may suffer or incur as a result of or in connection with the Company’s use of the APIs or the Company’s conduct in connection with this Agreement, including any breach of this Agreement by the Company and any such use by, or conduct of, the Company’s users.
- Except as expressly provided for herein, the APIs, documentation and all related components and information are provided by the Provider on an ‘as is’ and ‘as available basis without any warranties of any kind, and the Provider expressly disclaims any and all warranties or merchantability, title, fitness for a particular purpose, and non-infringement.
- The Company acknowledges that the Provider does not warrant that the APIs will be uninterrupted, timely, secure, or error-free.
K. INSURANCE AND POLICIES
- The Company hereby warrants and undertakes to provide to the Provider copies of:
- Their Cyber Insurance Policy; and
- Professional Indemnity Insurance.
- The Company is required to provide copies of the policies mentioned in Clause K(1) at the commencement of the term and at the beginning of each renewal period.
- The Company shall treat as confidential all information regarding the Provider’s business or affairs that comes into the Company’s possession as a result of or in the performance of this Agreement. The Company must not disclose the Provider’s confidential information to any third party without the Provider’s written permission unless required to do so by law.
- The Company may not assign this Agreement without the Provider’s prior written consent.
- This Agreement, together with any terms, conditions and associated schedules it refers to, comprises the entire Agreement between the Company and the Provider and supersedes all prior understandings, agreements or representations.
- No delay or waiver by the Provider in enforcing any provision of this Agreement will be deemed a waiver of the Provider’s rights.
- If a term of this Agreement is or becomes invalid or unenforceable, the validity and enforceability of the remainder of the Agreement will not be affected.
- The Company warrants and represents that they have validly entered into this Agreement and have the legal power to do so.
- These terms and conditions are governed by the laws in force in New South Wales of Australia, and you submit to the non-exclusive jurisdiction of the courts in that State.
API SERVICES AND PRICING SCHEDULE
Please refer to the latest executed document supplied to the Company by the Provider.
If you are unable to locate your executed document (Schedule 1), please contact your Auctions Live account representative.
COMPANY DETAILS AND PROVISIONING DATE OF SERVICE
Please refer to the latest executed document supplied to the Company by the Provider.
If you are unable to locate your executed document (Schedule 2), please contact your Auctions Live account representative.