Stocklandi-scope

Usage Agreement

AGREEMENT FOR EMPLOYERS, COMPANIES AND ORGANISATIONS

Agreement for employers, companies and organisations

This agreement is between Stockland Development Pty Limited ABN 71 000 064 835 of Level 25, 133 Castlereagh Street, Sydney, New South Wales ("Stockland")


and

the organisation whose details will be entered during the registration process.


Background

A.    The web site http://www.stockland-iscope.com.au ("Website") is operated by Stockland and enables users of it to lodge and update design applications in respect of properties developed by Stockland. The Website makes  available information relevant to design applications and for Stockland and the End User to communicate with respect to them ("Permitted Use").

B.    The End User wishes to have access to the Website for the Permitted Use, and Stockland has agreed to this access on the terms of this agreement.

Terms and Conditions

1.    Term

This Agreement will come into operation on the date this Agreement is made, which will be the date Stockland notifies the End User that the application for access is accepted ("Commencement Date") and will continue until terminated in accordance with clause 10.


2.    Stockland will make Website available

2.1    Stockland will make Website available for password access

During the term of this Agreement, Stockland will make the Website available for access by the End User by means of unique Usernames and Passwords issued by Stockland to the End User for Personnel, subject to the terms and conditions of this Agreement.


2.2    Stockland may change form of Website


Stockland may change the format, content, structure and method of delivery of the Website from time to time. Stockland will keep the End User reasonably informed of such changes as may affect the access to and use of the Website by the End User in accordance with this Agreement.


2.3    End User to use Website in a proper manner


(a)    The End User will use, and will use its best endeavours to ensure that its Personnel use the Website in a manner which does not violate any applicable law or regulations, will respect the privacy of others and will refrain from acts that prevent other users of the Website from receiving the full benefit of the Website.
(b)    Without intending to limit the operation of clause 2.3(a), the End User will not use the Website:
(i)        to infringe any Intellectual Property Rights of another party;
(ii)       to transmit threatening, obscene or offensive materials;
(iii)      to misrepresent or defame others;
(iv)      to commit fraud;
(v)       to engage in misleading or deceptive conduct;
(vi)      to conduct any business or activity or solicit the performance of any activity that is prohibited by law;
(vii)     to make unauthorised transmission of information confidential to others; or
(viii)    to attempt to do any of the above.
(c)    Without intending to limit the operation of the previous clause, the End User will use its best endeavours to prohibit the following activities:
(i)    seeking access to or otherwise to obtain any information regarding Stockland or any other person to which the End User is not entitled by virtue of the Username and Password access given to the End User by Stockland from time to time;
(ii)     distributing messages to inappropriate or unrelated forums, newsgroups or mailing lists (collectively referred to as "spamming");
(iii)    sending unsolicited commercial messages;
(iv)    propagating computer worms, viruses and other types of malicious programs;
(v)     making transmissions of any type or quantity which adversely affect Stocklandís operations or jeopardise the use of the Website, or its performance for other users; or
(vi)    harassing or impersonating Stockland or any other person.
(d)    To the extent permitted by law, Stockland will not be liable to End User in respect of any information or materials supplied by any other end user, not being an employee of Stockland, whether or not the End User is the intended recipient, gains access to such information or materials by means of the Website or not.
(e)    To the extent permitted by law, Stockland does not assume any responsibility for information not sent or authorised by it. The responsibility for traffic that does not conform to the responsibilities of the End User under this Agreement and all consequences thereof lies with the sender of the traffic.

2.4    Stockland guidelines and standards

The End User will comply with all other guidelines and directions issued in writing from time to time by Stockland regarding the use of the Website, intended to preserve the correctness and integrity of use and reporting of results derived from the Website. Such guidelines and directives may be issued by giving written notice under clause 12.5.

3.   Permitted Uses and Personnel

3.1   Permitted Use


The End User promises that it will use the Website and the Usernames and Passwords provided by Stockland solely for the Permitted Use.


3.2   Personnel

The Personnel to whom the End User may provide a Username and Password to permit access to and use of the Website for the Permitted Use will be notified by the End User to Stockland from time to time.

3.3    Adding new Personnel

The End User will inform Stockland of any new Personnel it wishes to be added to the list of Personnel notified by the End User to Stockland under clause 3.2, which will be deemed to be added to the list of Personnel only if and when Stockland confirms that such Personnel have entered into a Personnel Agreement.

3.4    Personnel whose right to access and use the Website is terminated


If any of the Personnel breach the terms of a Personnel Agreement, Stockland may
-    without notice terminate the use of a Username and Password, and
-    inform the End User at any time, without liability to the End User, that the right to access and use the Website of the relevant Personnel has been terminated and the username and password being used by that person has been or will be disabled.

In such event, the End User will ensure that the relevant Personnel will no longer have access to or use the Website.

3.5    Personnel who cease to be engaged by or contracted to the End User

If any of the Personnel to whom a Username and Password to access and use the Website cease to be employed or engaged by the End User, or the duties of such Personnel change such that they no longer require access to and use of the Website for any reason, the End User must inform Stockland immediately. Stockland will terminate the ability of that Personnelís Username and Password combination to access the Website.  In such event, the End User will ensure that such person will no longer have access to or use the Website.


4.    Intellectual Property & Privacy

4.1    Stockland Material

(a)    The End User acknowledges that Stockland owns or controls all Intellectual Property Rights in the Stockland Material and such Stockland Material shall be regarded as Confidential Information of Stockland.

(b)    Stockland grants to the End User a non-exclusive, worldwide, royalty-free licence of the Intellectual Property Rights in the Stockland Material (including the right to sub-license) for the purpose of the End User deriving full benefit from the Website.

(c)    Stockland indemnifies the End User against any claim or action by, or liability the End User may have to, any third party alleging that the Stockland Materials communicated by means of the Website infringes any Intellectual Property Rights of, or any duty of confidentiality or other legal or equitable obligation owed to any third party.

4.2    End User Material uploaded into Website


(a)    Stockland acknowledges that, subject to any other agreement between the End User and Stockland concerning the End User Material, the End User owns or controls all Intellectual Property Rights in the End User Material and such End User Material shall be regarded as Confidential Information of the End User.


(b)    Subject to any other agreement between the End User and Stockland concerning the End User Material, the End User agrees to grant to Stockland a non-exclusive, revocable, worldwide, royalty-free licence of the Intellectual Property Rights in the End User Material (including the right to sub-license) for the purpose of Stockland deriving full benefit from the Website.

(c)    In addition, the End User acknowledges that one or more third party contractors to Stockland may have access to the End User Material, including but not limited to a third party supplier of computing facilities and other services related to the development, maintenance and hosting of the Website from time to time, for the purposes of performing their obligations to Stockland, who will have no obligations to the End User, provided that Stockland uses its reasonable endeavours to ensure that such third party suppliers do not disclose End User Material which is Confidential Information obtained during the course of performing such work for Stockland.

(d)    The End User indemnifies Stockland against any claim or action by, or liability Stockland may have to, any third party alleging that the End User Materials communicated by means of the Website infringes any Intellectual Property Rights of, or any duty of confidentiality or other legal or equitable obligation owed to any third party.

4.3   Privacy Reservations


Notwithstanding the foregoing, neither party will use any personal information (as defined in the Privacy Act 1988 (Cth)) obtained under or incidental to this Agreement or use of the Website:

(a)    for the purpose of marketing by means of commercial electronic messages (as defined in the Spam Act 2003 (Cth));

(b)    for the supply to any third party (other than a related body corporate or purchaser of its business) for any commercial purpose other than the business of property development under design applications and other related information processed using the Website.

5.    Security of Website and Passwords

5.1    End User to keep its username and passwords secure


The Usernames and Passwords Stockland provides to the End User for use by its Personnel to access and use the Website are confidential to Stockland. The End User promises to use its best endeavours to keep all Usernames and Passwords secure and will neither use them for any purpose nor supply them to any other person except as expressly permitted by this Agreement.

5.2    Permitted Use and disclosures

The End User may provide access to and use of the Website by means of the Username and Password provided to it by Stockland only:
(a)    to Personnel who have signed a Personnel Agreement;
(b)    to any personnel of the End User who need to know the information provided by means of Website for the purposes of the Permitted Use, provided that:
(i)    the End User will ensure that each such person is under an obligation of confidentiality to the End User with respect to such information;
(ii)    the End User will remain responsible under this Agreement for the acts or omissions of its personnel as if they were acts or omissions of the End User;
(b)    to any other person if required to do so by law, provided that the End User has:
(i)    given prior notice of the required disclosure to Stockland; and
(ii)    provided all assistance to and co-operated with Stockland as may be reasonably necessary to limit the disclosure to the minimum required by law and to secure any restrictions upon publication that may be available; or
(c)    to any other person if Stockland has given its written consent to disclosure or use (which consent may be given or withheld in its absolute discretion).
6.    Verification of compliance
(a)    Upon providing advance notice in writing, and during reasonable hours, Stockland may verify with the End User its compliance with the terms of this Agreement.
(b)    The End User will co-operate with any person appointed by Stockland to assist it for this purpose and will provide to such information, copies of such records and access to any relevant systems of the End User as Stockland or such person reasonably requires.
(c)    As a condition of the provision of any such information, documentation or access, the End User may require execution by such person appointed by Stockland of a reasonable confidentiality which restricts the use of any confidential information provided or accessed to providing a report to Stockland in respect of compliance with this Agreement by the End User.
(d)    Subject to any express provisions of this Agreement to the contrary, each party must bear its own costs associated with any verification of compliance under this clause 6.
(e)    Stockland must use reasonable endeavours to ensure that its verification of compliance under this clause 6 does not unreasonably delay or disrupt the End Userís performance under this Agreement.
(f)    To the extent that the verification of the End Userís compliance with the terms of this Agreement requires the access by any authorised representative of Stockland to the premises of the End User, Stockland must use reasonable endeavours to ensure that such authorised representatives will, when on the End Userís premises or when accessing the End Userís facilities and information, comply as necessary with the reasonable requirements and directions of the End User with regard to conduct, behaviour, safety and security (including submitting to any security checks as reasonably required by the End User and complying with any obligation imposed on the End User by law).
(g)    The End User must promptly take, at no additional cost to Stockland, corrective action to rectify any error, non-compliance or inaccuracy identified in any verification of compliance under this clause 6.

7.    Parties' Relationship

Under no circumstances will the end user be, or hold itself out to be, an agent of Stockland, and the end user shall have no power to make any form of binding commitment or representation (either express or implied) on the Stocklandís behalf. This Agreement creates no relationship of joint venturers, partners, or associates. The parties agree that the End User shall perform its responsibilities under this Agreement as an independent contractor.


8.    Error or Inaccuracy

8.1    Exclusion of Liability in relation to content that is not Stockland Material


Stockland does not warrant and, to the extent permitted by law, excludes all liability of any kind, however arising, for any errors or inaccuracies in the Website or any information communicated by Stockland by means of the Website. If Stockland considers that the information on which the Website is based is unreliable or inaccurate, Stockland may, as its only obligation in that regard:
(a)    inform the End User;
(b)    endeavour to make an appropriate correction; and/or
(c)    may suspend the operation of all or any part of the Website, provided that Stockland must use its best endeavours to notify the End User of the suspension of the operation of all or any part of the Website in advance or as soon as reasonably practicable after such suspension, including an estimated time for the resumption of the operation of the Website.

8.2    Determination of liability in relation to Stockland Material and End User Material

Subject to clause 8.3, the liability of either party to the other party for any loss or damage suffered or sustained by the other party in relation to any error or omission in the Stockland Material or the End User Material will be determined by the relevant law in Australia that would be applied by the High Court of Australia.

8.3    Limitation of Liability in relation to content that is not Stockland Material or End User Material


In no event will a party be liable to the other party for any special, incidental, indirect or consequential damages (including, without limitation, damages for loss of business profits, loss of or damage to goodwill, costs savings or other expectation benefit, or liability to any third party) suffered or sustained by the other party in relation to any error or omission in the Stockland Material or the End User Material.


9.    Exclusion & Limitation of Liability

9.1    Acknowledgement


Except as expressly set out in this Agreement, the End User acknowledges by entry into this Agreement that no promise, representation, warranty or undertaking has been made or given by Stockland or any person on its behalf in relation to the capacity, uses or benefits to be derived from use, profitability of or any other consequences of or benefits to be obtained from the delivery or use of the Website or any other benefit to be derived from entry into this Agreement.

9.2    Exclusion of all implied terms


To the extent permitted by law, Stockland excludes all conditions and warranties, whether imposed by statute, by operation of law or otherwise, not expressly set out in this Agreement. Except as otherwise expressly provided in this Agreement, Stockland will not be liable to the End User for any indirect, consequential or special loss or damage whatsoever or howsoever caused arising out of or in connection with this a breach by Stockland of the terms of this Agreement or in relation to the Website.

9.3    Statutory obligations


In the event that any supply of goods or services under this Agreement to the End User constitutes a supply of goods or services to a consumer as defined in the Australian Trade Practices Act 1974, as amended, or other relevant Australian State or Territory Fair Trading Act legislation ("the Acts") nothing contained in this Agreement excludes restricts or modifies any condition, warranty or other obligation in relation to this Agreement and the goods and services to be supplied under this Agreement which pursuant to the Acts or any of them is applicable or is conferred on the receiving party where to do so is unlawful. To the full extent permitted by law, where the benefit of any such condition, warranty or other obligation is conferred upon the End User by any of the Acts, Stocklandís sole liability for breach of any such conditions, warranty or other obligation shall be limited to:
(a)    in relation to goods:
(i)    the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or
(ii)    the repair of the goods or payment of the cost of having the goods repaired;
(b)    in relation to services:
(i)    the supplying of the services again; or
(ii)    the payment of the cost of having the services supplied again;
as in each case Stockland may elect.

9.4    Limitation of Liability


(a)    Other than as set out in clauses 4, 8 and 9.3, in no event will Stockland be liable to the End User for any for any loss or liability of any kind suffered by the End User in respect of its use of the Website, nor special, incidental, indirect or consequential damages (including, without limitation, damages for loss of business profits, loss of or damage to goodwill, costs savings or other expectation benefit, or liability to any third party) suffered by the End User for any other reason whatsoever, even if Stockland has been advised of the possibility of such damage.

(b)    Clause 9.4(a) does not apply to:
(i)    any liability for personal injury, including sickness and death, caused by Stockland;
(ii)    any liability for loss of, or damage to, tangible property caused by Stockland;
(iii)    a claim for indemnification under clause 4.1(c); or
(iv)    the infringement of the Intellectual Property Rights of the End User in the End User Materials.

10.    Termination

10.1    Termination for cause


Without prejudice to any other right or remedy either party may have, this Agreement may be terminated by either party on giving written notice to the other party if:
(a)    a petition has been filed for the winding up, whether voluntary or otherwise, or a notice has been issued for the summoning of a meeting at which there is to be moved a resolution proposing the winding up of the other party which is not dismissed, withdrawn or stayed within 40 days;
(b)    a receiver, receiver and manager, official manager or provisional liquidator is appointed with respect to the other party or any of its assets;
(c)    the other party makes an assignment in favour of, or a composition or arrangement or enters into a scheme of arrangement (otherwise than for the purposes solely of corporate reconstruction) with its creditors or any class of creditors;
(d)    the other party fails to perform or observe a provision of this Agreement and has not remedied such failure (if capable of remedy) within 14 days after service of a notice from the party relying upon such failure to terminate this Agreement
(e)    the other party ceases to carry on business generally, or ceases to carry on business using the Website;
(f)    all Personnel notified by the End User to Stockland under clause 3.2 and clause 3.3 and the End User cease to be engaged in any business with Stockland which requires access to and use of the Website; or
(g)    a force majeure event as defined by clause 12.2 continues for a period of 60 days or more.

10.2    Termination without cause

Either party may by at least 90 days written notice to the other party terminate this Agreement without cause.

10.3    Consequence of termination


In the event of termination of this Agreement for any reason, the End User will cease to use and access the Website after the effective date of termination, but will be entitled to continue to use any information already supplied prior to that date for the Permitted Use, provided that the provisions of clause 11 shall continue to apply to such use and such use will be conditional upon, and may be terminated for any breach by the End User of, such terms.

11.    Confidentiality and public announcements

11.1    Confidentiality


Each party may have disclosed and, during the term of this Agreement, may disclose to the other party Confidential Information. Each party agrees that the Confidential Information of a disclosing party:
(a)    is confidential to the disclosing party and is and will at all times remain the property exclusively of the disclosing party;
(b)    must be kept in the strictest confidence and must not be disclosed by the receiving party to any person, other than to its authorised persons, without the prior written consent of the disclosing party;
(c)    must be kept secure by the receiving party, who must take all steps reasonably necessary to secure that Confidential Information against unauthorised loss or disclosure, and must be returned to the disclosing party on demand in writing therefore all written or machine readable material embodying such Confidential Information and all copies thereof in the possession of the party receiving the demand, except such materials stored on valuable media, which shall be destroyed or erased and such destruction or erasure certified within seven (7) days of the date thereof;
(d)    to ensure that its staff are aware of and observe the provisions of this clause, both during the subsistence of this Agreement and thereafter.

11.2    Public announcements


Under no circumstances will the End User make any public statement regarding this Agreement or the Website without the express written permission of Stockland first being obtained. Such permission may be refused in the absolute discretion of Stockland, or may be given on any conditions, including the precise terms and limits of such a disclosure.

12.    General

12.1    Entire Agreement


This Agreement is the complete final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other agreements between them relating to the subject matter hereof. This Agreement may not be modified except in a writing executed by authorized representatives of both parties.

12.2    Force Majeure


Neither party will be liable for its inability or delay in performing any of its obligations under this Agreement if such inability or delay is caused by an event which is beyond that party's reasonable control (a "force majeure event"). If the
occurrence of a force majeure event prevents a party from performing its obligations:
(a)    the non-performing party will notify the other party in writing; and
(b)    this Agreement will be suspended from the date of the force majeure event and will resume on the day on which the event giving rise to the suspension ceases.

12.3    Governing Law and Jurisdiction

(a)    This Agreement and its interpretation shall be governed by the laws for the time being of the State of New South Wales.
(b)    The parties agree to submit to the exclusive jurisdiction of the courts of the State of New South Wales in relation to any dispute arising out of or in connection with this Agreement.

12.4    Waiver


A waiver of any default, or of any of these general terms and conditions, shall not be deemed to be a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.


12.5    Notices


Any notice required or permitted to be given under this Agreement shall be given in writing and delivered in person, by express courier, by ordinary prepaid post, at the address first stated in this Agreement or at such other address as shall be given by either one to the other in writing, or sent by facsimile transmission to the personís current facsimile number notified by that party to the other parties. All notices shall be deemed to have been given and received by the recipient:
(a)    if given personally, at that time;
(b)    if sent by prepaid ordinary post, within Australia to an Australian address, two Business Days after the date of posting; and
(c)    if sent by facsimile transmission, when the senderís facsimile system generates a message confirming successful transmission of the total number of pages of the notice.
All notices shall be directed to the registered office of the relevant party at the time of the notice.

12.6    Severability

In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12.7    Assignment


Assignment of this Agreement shall be prohibited without the express written consent of the other party. Any other attempted assignment in violation of this provision shall be null and void.

13.    Definitions and Interpretation


13.1    Definitions


In this Agreement, unless the context requires otherwise:
(a)    "Business Day" means any day, other than a Saturday or a Sunday, on which banks are open for general banking business in Sydney.
(b)    "Commencement Date" has the meaning given to that term in clause 1.
(c)    "Confidential Information" means:
(i)    information of a party relating to its business and business processes, including present and future products, drawings, designs and plans, financial information, accounts, financial records, customer records, business plans, customer lists and all related information;
(ii)    information marked as confidential, unless such information is trivial or obvious, was already in the receiving partyís possession at the time of receipt from the disclosing party, has become public knowledge (other than through a breach of an obligation of confidence imposed under this Agreement), or was independently developed by the receiving party without reference to the confidential information of the disclosing party; and
(iii)    information which by its nature is confidential.
(d)    "Agreement" means this Agreement, including the Backgrounds, and any schedules, annexures or exhibits to this Agreement.
(e)    "End User Material" means the information, content and data uploaded to the Website by or on behalf of the End User in which the End User owns or controls the Intellectual Property Rights.
(f)    "Intellectual Property Rights" means copyright, trade mark, design, patent, semiconductor or circuit layout rights, trade, business or company names, or other proprietary rights, or any rights to registration of such rights existing in Australia, whether created before, on or after the Commencement Date.
(g)    "Password" means a password provided by Stockland to the End User for the purpose of the Personnel accessing the Website.
(h)    "Permitted Use" has the meaning given to that term in Background A.
(i)    "Personnel" means employees and contractors of the End User who have each signed a Personnel Agreement.
(j)    "Individual Agreement" means a Agreement substantially in the form of Exhibit 1 to this Agreement.
(k)    "Stockland Material" means the information, content and data accessible on the Website in which Stockland owns or controls the Intellectual Property Rights.
(l)    "the Website" has the meaning given to that term in Background A.
(m)    "Username" means a username provided by Stockland to the End User for the purpose of the Personnel accessing the Website.

13.2    Interpretation


In this Agreement, unless the contrary intention appears:
(a)    the singular includes the plural and vice versa;
(b)    a reference to a document or instrument, including this Agreement, includes a reference to that document or instrument as novated, altered or replaced from time to time;
(c)    a reference to an individual or person includes a partnership, body corporate, government authority or agency and vice versa;
(d)    a reference to a party includes that partyís executors, administrators, successors, substitutes and permitted assigns;
(e)    words importing one gender include other genders;
(f)    other grammatical forms of defined words or expressions have corresponding meanings;
(g)    a covenant, undertaking, representation, warranty, indemnity or agreement made or given by:
(i)    two or more parties; or
(ii)    a party comprised of two or more persons,
is made or given and binds those parties or persons jointly and severally;
(h)    a reference to a statute, code or other law includes regulations and other instruments made under it and includes consolidations, amendments, re-enactments or replacements of any of them;
(i)    if an act must be done on a specified day that is not a Business Day, the act must be done instead on the next Business Day;
(j)    if an act required to be done under this Agreement on a specified day is done after 5.00pm on that day in the time zone in which the act is performed, it is taken to be done on the following day;
(k)    all monetary amounts are in Australian dollars;
(l)    a party that is a trustee is bound both personally and in its capacity as a trustee;
(m)    a reference to an authority, institution, association or body ("original entity") that has ceased to exist, been reconstituted, renamed or replaced or whose powers or functions have been transferred to another entity, is a reference to the entity that most closely serves the purposes or objects of the original entity;
(n)    headings and the provision of a table of contents are for convenience only and do not affect the interpretation of this Agreement.

13.3    Priority of documents


In the event and to the extent of any inconsistency between two or more documents which form part of this Agreement, those documents will be interpreted in the following order of priority:

(a)    this Agreement;
(b)    the Individual Agreement; and
(c)    any additional documents or instruments attached or annexed to this Agreement.

By ticking the "I accept" box, you agree on behalf of and as agent for the End User to, and will be bound by, these terms and conditions. If you do not agree to these terms and conditions, you and the End User must not use the website nor obtain a user account.
I accept and agree to be bound by the terms of the End User Access Agreement

PERSONNEL AGREEMENT

Personnel Agreement

This agreement is between Stockland Development Pty Limited ABN 71 000 064 835 of Level 25, 133 Castlereagh Street, Sydney, New South Wales ("Stockland")

and

the person whose details will be entered during the registration process

Background

A.    Stockland Development Pty Ltd ABN 71 000 064 835 of Level 25, 133 Castlereagh Street, Sydney, New South Wales, 2000 ("Stockland") operates a website at the URL [http://www.stockland-iscope.com.au] ("Website").
B.    Stockland has entered into an End User Access Agreement with an entity which you are employed by or otherwise have a contractual or other relationship with ("End User") enabling personnel of the End User to access and use the Website to lodge and update design applications in respect of properties under the management of or being developed by Stockland, for Stockland to make available information relevant to those design applications and for Stockland and the End User to communicate with respect to them ("Permitted Use").
C.    In order to permit you, as an authorised person on behalf of the End User, to use the Website, Stockland requires you to enter into a Personnel Agreement with Stockland.

Operative Provisions

1.    Your Acknowledgements

You acknowledge and agree as follows:


1.1    that you have been provided with a Username and Password combination by Stockland (via the End User) to permit you to access to the Website;

1.2    that you will keep the Username and Password secure and will neither use the Username and Password for any purpose nor supply the Username and Password to any other person except as expressly permitted by the End User and for use for the business of the End User only Ė you will be responsible for any misuse by any other person of your Username and Password;
1.3    that Stockland owns or controls the Intellectual Property Rights in the Stockland Material and such Stockland Material is to be kept confidential by you, subject to any agreement between the End User and Stockland concerning the Stockland Material and subject to any Stockland Material not being confidential information;
1.4    that all information and material that you may communicate using the Website on behalf of the End User will be regarded as End User Material and subject to the applicable agreement between the End User and Stockland (including the End User Access Agreement);
1.5    that you will use the Website and all information to which you are given access solely for the purpose of performing your obligations to the End User;
1.6    that you will use the Website in a manner which does not violate any applicable law or regulations, will respect the privacy of others and will refrain from acts that prevent other users of the Website from receiving the full benefit of the Website.
1.7    that you will not use the Website:
(a)    to infringe any Intellectual Property Rights of another;
(b)    to transmit threatening, obscene or offensive materials;
(c)    to misrepresent or defame others;
(d)    to commit fraud;
(e)    to engage in misleading or deceptive conduct;
(f)    to conduct any business or activity or solicit the performance of any activity that is prohibited by law;
(g)    to make unauthorised transmission of information confidential to others; or
(h)    to attempt to do any of the above.

1.8    that you will not use the Website:
(a)    to seek access to or otherwise to obtain any information regarding Stockland or any other person to which you are not entitled by virtue of the Username and Password access given to you by Stockland (via the End User) from time to time;
(b)    to distribute messages to inappropriate or unrelated forums, newsgroups or mailing lists (collectively referred to as "spamming");
(c)    to send unsolicited commercial messages;
(d)    propagate computer worms, viruses and other types of malicious programs;
(e)    to make transmissions of any type or quantity which adversely affect Stocklandís operations or jeopardise the use of the Website, or its performance for other users; or
(f)    to harass or impersonate Stockland or any other person.

1.10    To the extent permitted by law, Stockland will not be liable to you in respect of any information or materials supplied by any other end user, not being an employee of Stockland, whether or not the you are the intended recipient, to which you gain access by means of the Website.
1.11    To the extent permitted by law, Stockland does not assume any responsibility for information not sent or authorised by it. The responsibility for traffic that does not conform to the responsibilities of the End User under the End User Access Agreement and all consequences thereof lies with the sender of the traffic.
1.12    Stockland indemnifies you against any claim or action by, or liability you may have to, any third party alleging that the Stockland Materials communicated by means of the Website infringes any Intellectual Property Rights of, or any duty of confidentiality or other legal or equitable obligation owed to any third party.

2.    TERM AND TERMINATION

2.1    Commencement Date and Term


This Agreement will commence upon its execution by you and will continue until the earliest of:
(a)    the cessation of your employment by or contract with the End User;
(b)    your duties are changed so that you no longer require access to the Website; or
(c)    the End User Access Agreement executed by Stockland and the End User who has employed you or contracted with you is terminated.

2.2    Consequences of Termination


Upon termination of this Agreement for whatever reason:
-    Stockland will disable the ability of the Username and Password combination issued to you to access the Website;
-    You agree to keep confidential all Stockland Material which is confidential to Stockland.
-    You agree that you will not attempt to access the Website.

3.    General

3.1    Entire Agreement


These terms are the complete final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other agreements between them relating to the subject matter hereof.  This Agreement may not be modified except in writing executed by the authorised representatives of both parties.

3.2    Governing Law and Jurisdiction


(a)    This Agreement and its interpretation shall be governed by the laws for the time being of the State of New South Wales.
(b)    The parties agree to submit to the exclusive jurisdiction of the courts of the State of New South Wales in relation to any dispute arising out of or in connection with this Agreement.

3.3    Waiver


A waiver of any default, or of any of these general terms and conditions, shall not be deemed to be a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.  The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.


3.4    Severability


In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, illegality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

3.5    Assignment


Assignment of this Agreement shall be prohibited without the express written consent of the other party.  Any other attempted assignment in violation of this provision shall be null and void.

4.    DEFINITIONS AND INTERPRETATION

4.1    Definitions

In this Agreement, unless the context requires otherwise:
(a)    "Agreement" means this Agreement, including the Backgrounds and any schedules, annexures or exhibits to this Agreement.
(b)    "End User" has the meaning given to that term in the Background.
(c)    "End User Material" means the information, content and data uploaded to the Website by or on behalf of the End User in which the End User owns or controls the Intellectual Property Rights.
(d)    "Intellectual Property Rights" means copyright, trade mark, design, patent, semiconductor or circuit layout rights, trade, business or company names, or other proprietary rights, or any rights to registration of such rights existing in Australia, whether created before, on or after the commencement of this Agreement.
(e)    "Password" means a password provided by Stockland to you (via the End User) for the purpose of you accessing the Website.
(f)    "Permitted Use" has the meaning given to that term in the Background.
(h)    "Stockland Material" means the information, content and data accessible on the Website in which Stockland owns or controls the Intellectual Property Rights.
(i)    "Username" means a username provided by Stockland to you (via the End User) for the purpose of you accessing the Website.
(j)    "Website" has the meaning given to that term in Background A.

4.2    Interpretation


In this Agreement, unless the contrary intention appears:
(a)    the singular includes the plural and vice versa;
(b)    a reference to a document or instrument, including this Agreement, includes a reference to that document or instrument as novated, altered or replaced from time to time;
(c)    a reference to an individual or person includes a partnership, body corporate, government authority or agency and vice versa;
(d)    a reference to a party includes that partyís executors, administrators, successors, substitutes and permitted assigns;
(e)    words importing one gender include other genders;
(f)    other grammatical forms of defined words or expressions have corresponding meanings;
(g)    a covenant, undertaking, representation, warranty, indemnity or agreement made or given by:
(i)    two or more parties; or
(ii)    a party comprised of two or more persons,
is made or given and binds those parties or persons jointly and severally;
(h)    a reference to a statute, code or other law includes regulations and other instruments made under it and includes consolidations, amendments, re-enactments or replacements of any of them;
(i)    if an act must be done on a specified day that is not a Business Day, the act must be done instead on the next Business Day;
(j)    if an act required to be done under this Agreement on a specified day is done after 5.00pm on that day in the time zone in which the act is performed, it is taken to be done on the following day;
(k)    all monetary amounts are in Australian dollars;
(l)    a party that is a trustee is bound both personally and in its capacity as a trustee;
(m)    a reference to an authority, institution, association or body ("original entity") that has ceased to exist, been reconstituted, renamed or replaced or whose powers or functions have been transferred to another entity, is a reference to the entity that most closely serves the purposes or objects of the original entity;
headings and the provision of a table of contents are for convenience only and do not affect the interpretation of this Agreement.

By ticking the "I accept" box, you agree to, and will be bound by, these terms and conditions. If you do not agree to these terms and conditions you must not use the website.

I accept and agree to be bound by the terms of the Proper Use Agreement
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