Section 3: Address Exchange Mandatory Recipient Terms

1. Background
   a. The Address Exchange Service (AES) is provided to You by Us in accordance with these terms set out at Section 3 of Schedule 4.4, and together with the Product Terms set out at Schedule 4.3 of this Agreement.
   b. The AES allows for AES Contributors and AES Users to:
      i. As an AES Contibutor:
            1. Create entries for previously unverified or ‘problem’ addresses (Target Addresses);
            2. Create ‘events’ (for example, confirmation of a successful delivery or connection) in respect of Target Addresses (AE Event); and
            3. Corroborate AE Events in respect of Target Addresses by contributing information that:
                   a. supports the AE Event, so as to promote the correctness of a Target Address and permit it to be listed as a Positively Scored Address; or
                   b. refutes the AE Event, so as to reduce the correctness of a Target Address and, where enough information supports such a decision, listing the Target Address as a Negatively Scored Address.
       ii. As an AES User:
   1. Access the AES as part of an approved subscription plan under this Agreement; and
   2. Report any faults, errors, issues or moderation requests to the Supplier as soon as reasonably practicable.

2. Definitions

“Action” means the same as ‘AE Event’;

“Address" means the information and/or physical particulars of a place by reference to ordinary street numbering, global or satellite positioning, latitudal and longtitudal reference, or any combination of those qualities so as to provide a fixed place for the relevant location;

“Address Attributes” means an attribute related to an Address, such as delivery instructions;

“Address Creation” means the process of an AES Contributor providing a new Address location to the AES for corroboration by other AES Contributors, AES Users and the Supplier;

“Address Exchange Contributor” or “AES Contributor” means a party that has subscribed to the Address Exchange Service for the purpose of contributing information in accordance with clause 1(b)(i) of these terms.

“Address Exchange Data” or “AED” means addresses, Address Events and Address Attributes contributed to the AES by an AES Contributor, AES User or GBG (or any combination thereof).

“Address Exchange Events” or “AE Event" means events defined by the Supplier as relevant to an Address, such as a failed or successful postal delivery, housing inspections, utility connections, or other information that may be relevant to confirm or refute the accuracy of an Address. An AE Event will always necessarily be provided by an AES Contributor which has ocurred using an Address Creation.

“Address Exchange Service” means the provision of the additional service offering set out in this Section 3 of Schedule 4.4.

“Address Exchange User” or “AES User” means a party that access the Address Exchange Service for the purpose of contributing information in accordance with clause 1(b)(ii) of these terms.

“Results” means an Address that is provided to You from the AES that has been contributed by other AES Contributors, AES Users and the Supplier and, following assessment of the veracity, correctness and/or accuracy of the Address Attributes, released by the Supplier to the AES Service for consumption by AES Users as part of their subscription.

“Target Address” means an Address that has previously been unverified or marked as a ‘problem’ address by the AES or other service provided by the Supplier.

3.       Licence

2. Supplier grants to You a non-exclusive, non-transferable, perpetual licence to use the Results during and after the Term during which You are subscribed to the AES.
3. Supplier grants to You a non-exclusive, non-transferable, revocable licence to use the AES in accordance with the AES Contributor and AES User obligations set out in these Terms, and subject to any other restrictions set out in these Terms, the General Terms or the Product Terms.
4. You grant to the Supplier a perpetual licence to use the Address Exchange Data, but only to the extent that such Address Exchange Data is used for the express purpose of the AES. Should the AES cease to operate or exist, the scope of this licence will extinguish.
5. For the avoidance of doubt, you may not:
   1. Reproduce, copy, modify, amend, assign, distribute, transfer, sub-licence, reverse assemble or reverse compile, merge or otherwise deal with, exploit or commercialise the whole or any part of the AES, the AED or any Results (or directly or indirectly allow or cause a third party to do the same), including by using the AES, the AED or any Results to redive other solutions (including software, products and/or services) unless expressly stated otherwise in these Terms;
   2. Create a product, service, software, solution or other derivative works from the AES, AED or Results to commercialise as their own.

4.      AES Contributor and AES User Obligations

As an AES Contributor and/or AES User, You agree to:

1. Contribute AED that is, using best endeavours, true and correct;
2. Not contribute any Personal Identiying Information as defined by Australian privacy legislation or regulation, with the exception of address information only. First name, surname, phone number and email address data is strictly prohibited from submission into the AES;
3. Report, where required, to the Supplier where any errors, issues or moderation of AED is necessary or required; and
4. In respect of AES Users, pay any relevant undisputed Charges in respect of the AES.

5.      Supplier Obligations

In providing the AES, the Supplier agrees to:

1. Where reported by an AES Contributor or an AES User, will investigate a specific Address Attribute or AE Event in relation to an Address and, where required and appropriate, correct any error or mark an Address as unconfirmed in respect of a specific Address the subject of a Result;
2. Contribute AED that is, using best endeavours, true and correct; and
3. Not contribute any Personal Identiying Information as defined by Australian privacy legislation or regulation, with the exception of address information only. First name, surname, phone number and email address data is strictly prohibited from submission into the AES.

5. Intellectual Property Rights
6. As an AES Contributor, You agree that upon contributing Address Exchange Data to the AES, all intellectual property rights in Address Exchange Data becomes the sole property of Us in perpetuity.
7. This clause will survive termination or expiry of the Agreement.

5.        Limitation of liability

1. Without limitation, You acknowledge that:
   1. We have not made any representation or warranty as to the accuracy, content, completeness or operation of the AES or to it being virus free;
   2. The Address Exchange Data is not and may not be complete and may contain errors;
   3. The AES will include data or information that has been sourced from third party sources;
   4. in the course of accessing the AES and relying upon any information provided by the AES, You do so on the understanding and acceptance that We have not, and do represent to have, verified or confirmed the accuracy of Address Exchange Data, unless and until AES Contributors provide conflicting Address Attributes, Address Exchange Events, or a combination of both.
2. We agree that where We receive conflicting Address Attributes, Address Exchange Events or a combination of both, We will use our reasonable endeavours to confirm a Target Address for use in the AES by AES Contributors and moderate the content provided by the AES accordingly.
3. To the extent permitted by law, We are not liable to You for any claim or loss whatsoever suffered, or that may be suffered as a result of or in connection with the AES, and You release and discharge Us from all such claims and losses.
4. Without limiting Clause 7(c) above and to the extent permitted by law, We will not be liable to You for any loss of profit, revenue or business, indirect, consequential, special or incidental loss suffered or incurred by You arising out of or in connection with the AES, whether in tort, contract, equity or otherwise. This exclusion applies even if those losses may reasonably be supposed to have been in contemplation of both parties as a probable result of any breach at the time this Agreement was entered into.

8.        Indemnity

1. You indemnify Us and our representatives from and against all losses suffered or incurred by and of those indemnified to the extent that those losses are suffered as a result, whether directly or indirectly, of:
   1. Any breach of these terms by You or Your representative;
   2. Any unlawful act by You or Your representative in connection with this agreement;
   3. Any illness, injury or death to any person arising out of or in connection with the performance of this agreement and caused or contributed to by the negligent or wrongful act or omission by You or Your Representative;
   4. Any loss or damage to any property of any person, arising out of or in connection with the performance of this agreement and caused or contrivuted to by the negligent or wrongful act or omission by You or Your Representative, except to the extent that loss is caused by the negligence or wrongful act or omission of those indemnified.
2. This clause will survive termination or expiry of the agreement.

9.         Privacy

1. The parties further acknowledge and accept that:
   1. The parties acknowledge that while the Product may not, on its own, constitute Personal Information, its use may result in the identity of individuals being reasonably ascertainable.
   2. The Customer is responsible for ensuring that its use of the Product does not infringe any Privacy Law; including but not limited to obtaining consent and provision of relevant information under Australian Privacy laws where required;
   3. Personal Information obtained during the course of this Agreement will only be used or disclosed for the purposes of this Agreement or for a Permitted Purpose
   4. to take all reasonable measures to ensure that Personal Information in its possession or control in connection with this Agreement is protected against loss and unauthorised access, use, modification, or disclosure;
   5. not to do any act or engage in any practice that would breach any Privacy Law;
   6. to immediately notify the other party if it becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause whether by the Recipient, its Related Body Corporate or any of its Representatives;
2. This clause will survive termination or expiry of the agreement.

10.      Termination and suspension

1. Either party may, at any time, terminate use of the AES by providing not less than thirty (30) days written notice to the other party.
2. You agree that We may suspend Your rights to use the AES at any time where:
   1. You contravene (or is believed to, on reasonable grounds) to be in possible contravention of any law of the Commonwealth or of a State or Territory in Australia;
   2. You breach a term of this greement and that breach is not remedied within fourteen (14) days after receipt of notice from Us;
   3. You commit a material breach of these terms which is not remediable;
   4. In our reasonable opinion, You are acting in manner which has the effect or potential to damage Our reputation and that conduct is not remedied within fourteen (14) days after receipt of notice from Us;
   5. You, acting as an AES Contributor, provide Address Exchange Data, Address Exchange Events, or Address Attributes to the AES which You know, ought to have known, or suspect are false or misleading.