Valocity Nexus Platform End User Licence

Terms of Use

These Terms of Use, including any schedules (Terms) and the REINZ End User Licence Agreement (REINZ EULA) found at https://www.reinz.co.nz/data-eula govern your use of the Nexus Platform (the Service) and form a binding contractual agreement between you, the individual (you and your) and Valocity Limited (NZBN 9429041106112) (Valocity).

If you have any questions relating to these Terms, please contact Valocity before you agree to the Terms and use the Service, and if you do not agree to these Terms, you must not use the Service.

Valocity can be contacted on nexus.support.nz@valocityglobal.com

About these Terms

By registering to use the Service, you agree to these Terms and acknowledge that these Terms are binding in relation to you and your use of the Service and apply from the time Valocity provides you access to the Service.

The Service will develop over time and Valocity reserves the right to change these Terms at any time, effective from the time the modified Terms are posted on the Website. Valocity will endeavour to notify you of any changes to these Terms via a notification on the Website.

If at any time you do not agree with these Terms as modified, you must notify Valocity and you must stop using the Service.

By using the Service, you acknowledge and agree to these Terms and:

to comply with these Terms, including the REINZ EULA, as amended from time to time;
that you have read, understood and agree to these Terms;
that these Terms may change and that it is your obligation to ensure you have read, understood, and agree to the most recent Terms;
to provide Valocity, and keep up to date, personal information about yourself reasonably required by Valocity, including your email address, and warrant that this information is accurate, correct and up to date;
to pay all accounts rendered by Valocity on the due date.

You acknowledge that any breach of these terms, including a failure to make payment on the due date, may result in your access to the Service being suspended or terminated.

Licence to use the Service

You acknowledge that Valocity is the sole owner (or licensee) of all intellectual property and content (including, but not limited to, all trademarks, brands, trade names, ideas, systems, applications, copyrights, trade secrets, database, know how, confidential information, message and communication facilities, any textual or graphic material, processes and competitions, together the Intellectual Property) which is displayed on the Service (but for the avoidance of doubt, this excludes any content posted on the Service by a user).

Conditional on your compliance with these Terms, and your ongoing acknowledgement and agreement of the Property Data Disclaimer set out in the Schedule 1 to these Terms (Disclaimer), Valocity grants you a non-exclusive, worldwide, non-transferable licence to use the Service in accordance with these Terms.

Valocity will allow you to manage your password, subject to minimum complexity requirements, and subject to the user role assigned to you, allow you to manage accounts for your organisation.

Unless otherwise stated you may access and use the Service (including any incidental copying that occurs as part of that use) in the normal manner and may also copy textual material published via the Service for internal, non-commercial or personal use only, but any copyright notice applying to the material, including in accordance with the Disclaimer, must appear on all copies.

Some material on the Service may include trademarks which are owned by third parties. If Valocity is not the owner of the intellectual property rights in any material (including trademarks and logos) published on this Service, or if you have accessed material via a link provided on the Service, your rights regarding that material will be as defined by the owner of the intellectual property rights in the material concerned.

Except as set out above, all rights to the Service (including rights in text, graphics, selection, arrangement, and overall design) are reserved and no right or licence is granted or implied under any copyright, patent, trademark, or other intellectual property right of Valocity or any other party as a consequence of the publication of any material on the Service.

No material from the Service may be published in any media (including electronic media) without prior written permission from Valocity, except where the material is contained in a Comparative Market Analysis (CMA) report, in which case it may be published to the extent reasonably required for you to report on a value of a property.

Where the Service contains links to other websites as well as content added by people other than Valocity, Valocity does not endorse, sponsor or approve any such user generated content or any content available on any linked website, unless otherwise indicated on the Service.

You acknowledge and agree that:

Valocity retains complete editorial control over the Service and it may alter, amend or cease the operation of the Service at any time in its sole discretion;
the Service will not operate on a continuous basis and may be unavailable from time to time (including for maintenance purposes);
Valocity may at any time request a form of identification to verify your identity; and no refunds or any amounts will be paid by Valocity for any system issues or Service down time.

Use of the Service

You will be provided with an access login and initial password for the Service once you are approved as an authorised user. When you first log on you will be prompted to set a password (and such new password must meet a minimum security criteria).

You must keep your login details and password secure at all times and must not share your login details and password with any other person.

You may use the Service for the purposes of property research, preparing a CMA for a property and uploading a CMA report template (as the case may be), and for other purposes agreed or reasonably required to ensure the efficient and effective operation of the Service.

You will be solely responsible for any content or data that you upload (whether it be images, text, or documents) to the Service.

You must not:

use this Service directly or indirectly for any activity which breaches any laws, infringes a third party's rights, is unlawful, or breaches these Terms;
attempt to gain unauthorised access to the Service or use another person's name, registration account or password;
tamper with, hinder the operation of or make unauthorised modifications to the Service;
translate, reverse engineer, reverse assemble, or decompile, or otherwise attempt to access or discover the source or object code of the Service;
copy or reproduce the Service without Valocity's prior written consent;
permit any unauthorised third party to examine, repair or in any way alter the Service;
use the Service to develop or create a website which is primarily used for the purpose of listing real estate (other than a website that is specific to one real estate brand's listings only) and available for use by the general public, whether or not a fee or login is required;
provide access to, sell, transfer, licence, sub-licence, loan, lease, disclose or publish the Service to any third person, except with Valocity's prior written consent; and
upload content or data to the Service, that:

solicits, encourages or promotes the use of illegal substances or illegal activities;
would cause you or Valocity to breach any law, regulation, rule, code or other legal obligation;
contains direct marketing or other solicitation of services;
would bring Valocity, or the Service, into disrepute;
is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, harassing, bigoted, profane, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy, or otherwise objectionable;
contains destructive materials, including but not limited to computer viruses, hackers, spyware, adware or other technical sabotage;
gives rise to civil or criminal liability or otherwise violates any applicable law;
breaches the intellectual property rights of any person;
is inaccurate, misleading or deceptive; or
contains any malicious code, data or disabling feature.

Valocity reserves the right to:

review, modify, reformat, reject or remove any content or data which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) that, in its opinion, violates the Terms or otherwise has the potential to harm, endanger or violate the rights of any person; and
monitor use of the Service, and store or disclose any information that we collect, including in order to investigate compliance with the Terms or for the purposes of any police investigation or governmental request.

User Content

By posting, uploading, or adding onto content or data to the Service you grant Valocity a perpetual, non-exclusive, irrevocable, royalty and fee free, worldwide, and transferable, licence (including a right of sub-licence) to use, copy, distribute, or publish, such content or data in any way for any purpose, including for any commercial purpose and for the purpose of operating the Service, and permit Valocity to authorise any other person to do the same thing.

You consent to any act or omission which would otherwise constitute an infringement of moral rights, and if you add any content in which any third party has moral rights, you warrant that the third party also consents in the same manner.

You represent and warrant to Valocity that you have all necessary rights to grant the licences and consents set out in this clause and you must not breach any provisions of the Copyright Act 1994 in connection to the use of the Service.

This clause will survive any termination or expiry of a User's agreement with Valocity.

Warranties

You represent and warrant to Valocity that you have the legal capacity to enter into these Terms.

You represent and warrant to Valocity that you will not use the Service:

for any purpose that is unlawful or prohibited by these Terms; and
in any manner which could damage, disable, overburden or impair the Service or interfere with any other party's use and enjoyment of the Service.

Valocity agrees to use its best endeavours to ensure, but does not warrant, guarantee or make any representations, that the:

Service is suitable for your intended purpose, or for any particular purpose at all;
Service will be fully accessible at all times, uninterrupted or error free;
data stored in the Service will be error free or protected from loss; or
Service is free from destructive materials, including but not limited to computer viruses, hackers, spyware, adware or other technical sabotage.

Liability

The Service is provided on an "as is" basis and to the extent permitted by law, use of the Service is at your own risk.

Any conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent allowed by law.

Valocity shall not be liable in contract, tort (including negligence), or otherwise for any direct or indirect damage, economic loss, or consequential or other loss whatsoever in respect of or arising out of use of the Service, infringement of any intellectual property or any act or omission of Valocity.

To the extent that any claim is not excluded, any claim for loss or damage suffered by you as a result of Valocity's negligence or breach of these Terms, will be limited to the fees collected by Valocity in respect of your usage of the Service, in the preceding 12 month period.

If you place reliance on material posted on this Service you do so at your own risk, and you indemnify Valocity (and its related entities) from any liabilities, claims, costs, loss (including consequential loss) or damage suffered or caused by reason of your reliance on any material posted on the Service.

To the extent permitted by law, Valocity does not accept any liability for any loss or damage suffered or incurred by you or any other person in connection with the use, storage or disclosure of Personal Information, as that expression is defined in the Privacy Act 2020, and you agree to indemnify Valocity against any reasonable cost resulting from a breach by you of the Privacy Act 2020, the guidance issued by the Office of the Privacy Commissioner and any other relevant regulations introduced and as amended or varied.

These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, Valocity limits its liability in respect of any claim to, at its option:

the supply of the Service again; or
the payment of the cost of having the Service supplied again.

Privacy

We will act in accordance with the Privacy Act 2020 to the extent it applies. For further details on Valocity's privacy practices, please read the Privacy Policy available via the Service.

Linked websites

Valocity is not responsible for the content of any other website, even if you access that website via a link on portal.valocity.com.au, valocity.co.nz or valocityglobal.com. Valocity provides links to you only as a convenience, and the inclusion of any link does not imply endorsement by Valocity of that website.

Purpose and validity of information

Information on the Service is primarily of an informative nature. Valocity uses its best endeavours to ensure that as far as is reasonable and possible, the information on the Service is correct and up to date but does not accept liability for any errors or omissions.

Valocity is not responsible for the results of any actions taken on the basis of information on the Service. Valocity disclaims all and any liability to any person in respect of any act done or omitted to be done in reliance on the contents of the Service. The views expressed by independent industry analysts and commentators are those of the author only and not necessarily those of Valocity.

The development of Valocity's products and services is continuous and published information may not be up-to-date. Some information on the Service about Valocity's products and services is provided through links to other websites.

Termination

These Terms terminate automatically if, for any reason, Valocity ceases to operate the Service, or if the agreement between Valocity and the entity authorising the User to use the Service is terminated.

Valocity may otherwise terminate these Terms immediately or suspend your access to the Service immediately if you have breached these Terms.

Termination of these Terms does not affect the accrued rights of any party up to the date of termination.

On termination of these Terms, you must immediately cease to use the Service.

Dispute Resolution

Any Party must attempt to resolve a dispute in accordance with the procedures set down in this clause before commencing legal proceedings against another Party.

If a dispute arises in relation to these Terms or your use of the Service in any way, either you or Valocity, or both, may give written notice to the other (together the Disputing Parties) requiring that an attempt be made to resolve the dispute and the Disputing Parties agree to use their best endeavours to first settle the dispute by discussions in good faith between the Disputing Parties (or a person a Disputing Party nominates as its representative).

If a dispute is not resolved within two weeks (or such period as agreed in writing by the Disputing Parties) after written notice of the dispute has been given, any Disputing Party may give the other a written notice requiring that the dispute be resolved by a mediator appointed jointly by the Disputing Parties (Mediation Notice).

If the Disputing Parties do not agree on the appointment of a mediator within 1 week after the Mediation Notice is given, the mediator is to be appointed by the Resolution Institute (Institute).

The mediation is to be conducted in accordance with the Institute's Rules for the Conduct of Commercial Mediation and those rules are binding on the Disputing Parties.

The Disputing Parties must co-operate fully with the mediator.

Any mediation agreement resulting from the mediation shall be binding on the Disputing Parties.

The Disputing Parties must pay an equal share of the fees and expenses the mediator is entitled to.

Nothing in this clause prevents a Party from seeking urgent injunctive, declaratory or other interlocutory or equitable relief before an appropriate Court.

Interpretation

In these Terms the following rules of interpretation apply unless the context otherwise requires:

a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
the singular includes the plural and vice versa;
a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, local authority or government and vice versa;
a reference to any gender includes all genders;
a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure, or exhibit of or to these Terms;
a recital, schedule, annexure or a description of the parties forms part of these Terms;
a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
a reference to any party to these Terms, or any other document or arrangement, includes that party's executors, administrators, substitutes, successors and permitted assigns;
where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
where an expression is defined anywhere in these Terms, it has the same meaning throughout;
a reference to "dollars" or "$" is to an amount in New Zealand currency;
a reference to a matter being "to the knowledge" of a person means that the matter is to the best of the knowledge and belief of that person after making enquiries reasonable in the circumstances;
mentioning anything after include, includes or including does not limit what else might be included; and
the rule of contra proferentem does not apply to these Terms.

General

You must not assign, sublicence or otherwise deal in any other way with any of your rights under these Terms.

To the extent of any inconsistency between these Terms and the schedules to it, the following order of precedence will apply:

first, these Terms; then
Schedule 1.

The non-exercise of or delay in exercising any power or right of Valocity does not operate as a waiver of that power or right. A power or right may only be waived in writing by Valocity.

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.

Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by it.

These Terms are governed by the laws of New Zealand and you submit to the exclusive jurisdiction of the courts of New Zealand.

Except where stated otherwise these Terms represent the entire agreement between you and Valocity on the subject matter. All representations, communications, prior agreements, statements and understandings, whether verbal or in writing, in relation to the subject matter are merged in and superseded by these Terms.

Schedule 1 – Property Data Disclaimer

1. Introduction

1.1. This Disclaimer is to be read in conjunction with the Terms. The provisions regarding interpretation in the Terms will also apply to this Disclaimer.

1.2. The terms of this Disclaimer apply to any person accessing the Service, including an end user and any entity registered for the Service (including where the registered entity is an employer of a user) (collectively the Users).

1.3. This Disclaimer explains how Users may use the data made available on the Service and satisfies Valocity's obligations to each Data Supplier to explain the limitations around the data and information on the Service.

1.4. Using the Service will be considered an acceptance of the terms and limitations of this Disclaimer.

1.5. This Disclaimer may be amended or modified from time to time, and any amendments will be effective from the time the modified Disclaimer is posted on the Website.

2. Purpose

2.1 The information accessed on the Service is distributed as a general reference source.

2.2 All information and data available on the Service has been provided to Valocity by third parties, and Valocity is unable to determine the legitimacy of the information.

2.3 Valocity recommends that all users consider the source, accuracy, currency, completeness and relevance of the information and data available on the Service and consider the suitability of that information or data for that Users' purpose.

2.4 In consideration for using the Service, Users acknowledge and agree that Valocity gives no warranty in relation to the data (including accuracy, reliability, completeness, currency or suitability) and accepts no liability (including without limitation, liability in negligence) for any loss, damage or costs (including consequential damage) relating to any use of the Service, or data and information available on the Service.

2.5 All Users must exercise their own due care and skill with respect to all information and data available on the Service.

2.6 Users must not:

use any information or data accessed through the Service to produce any promotional material which would enable a reader or user of the promotional material to identify an individual as presently holding or as having held an interest of any kind in land;
use the Service, or allow materials from the Service to be used, for direct marketing purposes or to be used in breach of any applicable privacy legislation and regulations;
contact vendors or purchasers using any information obtained through the Service; or
sell, assign, transfer, sub-license, reproduce, repackage or on-supply any data obtained from the Service.

2.7 Valocity is not obligated to provide updates to the data or notify of any changes to information or data accessed through the Service.

3. Limitations

3.1 Users acknowledge and agree that the Service may only be used for the purpose of making decisions on land related matters.

3.2 Users acknowledge and agree that the Service is not intended to (and should not be used to) replace a valuation prepared by a professional valuer in accordance with industry standards.

3.3 Users acknowledge and agree that the Service does not involve a physical inspection of the property but is rather an online analysis of comparable sales.

3.4 The Service does not make any comment regarding the state of the property and is not a building, structural or land survey. The Service will also not identify issues available upon inspection of the property, including but not limited to structural, weather tightness, contaminants, regulatory, legal, title, town planning or stability issues. It is the responsibility of the User to identify any such issues.

3.5 Any map showing property boundaries of comparable sales is indicative only and may not be complete or accurate. Any map that is produced is not intended or designed to replace a certificate of title, deposited plan or land survey information for any purpose.

4. Liability and release

4.1 The Service is provided on an "as is" basis and to the extent permitted by law, use of the Service is at a User's own risk.

4.2 All Users release Valocity to the fullest extent permitted at law from any and all claims relating to the usage of the material made available through the Service.

4.3 Valocity bears no responsibility to any third party or client of a User who relies upon any information obtained through the Service, and Users indemnify Valocity for any such claims.

4.4 Valocity is not liable for any loss, damage or injury suffered by any third party that may arise from use of the Service.

4.5 Users indemnify and keep indemnified Valocity against any loss, costs, expenses, damages and liability of any kind, which Valocity may sustain or incur arising directly or indirectly from any claim relating to the Service made or permitted to be made, or relating to any data produced by or on behalf of the User which incorporates any data or information accessed through the Service.

4.6 Users indemnify Valocity from and against any loss or liability incurred, or loss of or damage to property, or loss or expense incurred in dealing with any claim against Valocity arising from any breach of this Disclaimer by a User and from an act or omission of a User where there was fault on the part of a User that gave rise to that liability, loss, damage or expense.