CITY2SEE LICENCE AGREEMENT FOR THE USE OF

AUSTRALIAN CAPITAL TERRITORY AND NEW SOUTH WALES LAND INFORMATION DATA

REGARDING THE SUPPLIED WORK, PRODUCT OR INFORMATION:

A. The State of New South Wales and the Australian Capital Territory (the Licensors) are joint owners of the Intellectual Property comprising the Information held in digital form and distributed on their behalf by the Earthinsite.com Pty Ltd, (the Sub-Licensor)

B. The Sub-Licensor intends to supply Information to the End User under the terms and conditions of the Licence and this Agreement.

C. This End User Agreement is entered into pursuant to the terms and conditions of the Licence and permits the End User to use the information in accordance with Items 4 and 9 of this Agreement.

ITEM 1 - DEFINITIONS

'Agreement' means this document and includes any document incorporated by reference into this document from time to time during the term of this Agreement.

'Business Day' means any day other than Saturday, Sunday or State public holiday in Western Australia.

'Commencement Date' means the date the End User agrees to the Agreement.

'Direct Marketing' means any activity which makes it possible to offer goods or services or to transmit other messages to a person, organisation or segment of the population by post, telephone or other direct means (electronic or otherwise) aimed at informing or soliciting a response from the person, organization or segment of the population as well as any service ancillary thereto

'End User' means the final recipient and user of the Information or Product who must use the Information or Product for Internal Use only.

'Information' means the data downloaded by the End User.

'Intellectual Property Rights' means all rights in and to the Information, including copyright, trademark, design, patent, know how, confidential information and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights.

'Internal Use' means that the Information or Product is used within the End User's business premises or locations described in Item 11 of this Agreement. The End User may not distribute the Information or Product other than for the purpose/s provided for under Item 4 of this Agreement

'Geospatial' means information that has a reference to a point or points on the earth's surface.

'Member' see End User.

'Metadata' means the specification of the Information which may consist of a number of elements describing the content, quality, currency, collection methods, accuracy of source data sets, processing history, archival procedures, projection specifications, scale, the data dictionary and integration and analysis techniques.

'On-line on demand' means Information or Products made available publicly or privately by the Sub-Licensor or End User on-line via the Internet or direct access to anyone who wants to access the Information or Products provided they have paid the prescribed fee.

'Product' means any output, compilation, creation, manufacture, service and assistance developed by the Sub-Licensor or End User from or incorporating the Information in part or whole. See Item 9.

"Register of Access, Transfers or Sales' means a maintained documented record of all instances where the Information or any Product is or has been accessed, transferred, supplied or sold and is in a standardised form or as required by the Licensors as per Item 7.2 of this Agreement

'Security Level' means the level of security required of the Sub-Licensor to protect the integrity of the Information provided.

'Software' means the software (if any) incorporated or provided with the Information, which is necessary to use the Information in accordance with this Agreement.

'Subscriber' see End User

ITEM 2 - INTERPRETATION

In this Agreement, unless the contrary intention appears:

(a) words importing the singular include the plural and vice versa;

(b) words importing any gender include the other genders;

(d) references to a person includes that person's legal personal representatives, executors, administrators, successors and permitted assigns and in the case of a company its successors or assigns;

(e) a reference to a statute, ordinance, or other law includes regulations, by-laws, rules and other statutory instruments under it for the time being in force and consolidations, amendments, re-enactments, or replacements of any of them (whether of the same or any other legislative authority having jurisdiction);

(f) references to this Agreement or any other instrument include this Agreement or other instrument as varied or replaced, and notwithstanding any change in the identity of the Parties;

(g) references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and include e-mail and facsimile transmissions;

(h) where a party to this Agreement is more than one person, they are jointly and severally liable under the terms of this Agreement;

(i) an obligation incurred in favour of two or more persons is enforceable by them jointly and severally;

(j) if a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(k) references to this Agreement include its recitals;

(l) references to time are to local time in Canberra, ACT;

(m) where time is to be reckoned from a day or event, that day or the day of that event is to be included;

(n) references to currency are to Australian currency otherwise stated;

(o) no rule of construction applies to the disadvantage of a Party on the basis that that Party put forward this Agreement or any part of this Agreement;

(p) a reference to any thing is a reference to the whole and each part of it, and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually

(q) when the day or last day for doing an act is not a Business Day in the place where that act is to be done, then the day or last day for doing the act will be the directly preceding Business Day in the place where that act is to be done, and

(r) any Schedule, Annexure or document entered into pursuant to this Agreement whether executed at the time of entering into this Agreement or later during the term of this Agreement, are incorporated into and form part of this Agreement.

It is hereby agreed as follows:

1. In consideration of the Fee for the supply of the Information to the End user, Earthinsite.com Pty Ltd grants to the End User a non-exclusive and non-transferable licence to use the Information for the purposes and in the manner set out in Item 4.

2. The End User acquires only the right to use the information whilst this Agreement is in effect and does not acquire any rights of ownership in the Information. Risk (but not title) in the Information delivered to the End User, and in the media on which it is delivered and stored, passes to the End User on delivery.

3. Intellectual Property Rights over and in respect of the Information shall at all times remain with the Licensors unless otherwise identified (eg. Third party software copyright owners). The Licensor retains the right to distribute, market and sell the Information to any other person on such terms and conditions, as the Licensor deems fit.

4. The End User acknowledges that it shall use the Information at its own risk and agrees that neither the Licensor nor the Sub-Licensor nor any employee or agent of the Licensor or Sub Licensor shall be liable for any loss or damage occasioned to the End User by provision of the Information under this Agreement or use of it by the End user or its employees or agents and hereby releases the Licensor or Sub-Licensor from any claim for such loss or damage.

5. The End User agrees to accept the Information according to the specific conditions as set out in Item 7.1 of this Agreement

6. The End User acknowledges that the Information is supplied in accordance with the performance criteria and in the format as described in Items 5 and 6, respectively, of this Agreement. No warranties or undertakings, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for the End User's purposes are provided with or in relation to the Information. All such warranties and undertakings are excluded. It is the responsibility of the End User to ensure that the Information supplied meets its own individual requirements and to obtain any hardware, software or any other thing necessary to make use of the Information on the End User's equipment.

7. The Sub-Licensor reserves the right to alter, correct or amend the nature, content and scheduled fee for the Information from time to time.

8. The End User shall ensure that all Products developed from or incorporating the Information, bear an acknowledgement that the State of NSW and the Australian Capital Territory is the owner of the copyright of that Information, and the Sub-Licensor is the source of the Information and such acknowledgement shall be in a format and shall comply with any Copyright and Disclaimer statements as set out in Item 13 and 14 of this Agreement.

9. The End User agrees:

(a) to provide the Sub-Licensor upon request a copy of all Products developed from or incorporating any part of the Information supplied;

(b) the Sub-Licensor is not required to install the Information on any equipment or to test whether the Information is capable of being processed on any of the equipment specified in Item 12 of this Agreement;

(d) the End User shall provide the Sub-Licensor with access to it's Product or service utilising the Information and provided for under Item 4 of this Agreement, free of charge for the purpose of ensuring compliance by the End User with this Agreement;

ITEM 3 - DESCRIPTION OF INFORMATION

Digital information held by the Sub-Licensor, supplied by ACTPLA for the Australian Capital Territory and LPI for the Satet of New South Wales during the term of this agreement comprising of aerial photography, property details (where available), such as the address, road centrelines and kerb lines etc..

ITEM 4 - PURPOSE OF USE OF INFORMATION

The End User may use the information in the lawful conduct of its' business to;

A. to collate and prepare information for potential vendors, or prospective market listings, of properties that may be offered for sale in New South Wales and the ACT

B. to collate and prepare information for potential purchasers of properties offered for sale in NSW and the ACT

C. to collate and prepare information for persons having or reasonably potentially likely to have a legitimate interest in a property offered, or that may be offered, for sale in NSW and the ACT (for example, financiers/mortgagees, investors, tenderers);

D. to prepare,compile, create or manufacture any Product of the type specified in Item 9 and distribute or use it in the manner contemplated in that Item.

ITEM 5 - PERFORMANCE CRITERIA OF SUPPLIED INFORMATION

SOURCE, CURRENCY, VERIFICATION, ACCURACY

The Information provided is collected in accordance with Licensor's own data verification policies that may be amended from time to time.

ITEM 6 - DATA FORMAT

The Information will be provided in a format consistent to that required by the Earthinsite.com Pty Ltd system.

ITEM 7 - SPECIFIC CONDITIONS OF SUPPLY

The End User:

7.1 (a) acknowledge that all Intellectual Property in the Information (including in any Product) is and remains the property of the Licensor at all times; and

(b) agree to be bound by and comply with the End User's obligations under this Agreement in relation to the ownership of, access to and use of the Information provided by the Licensor; and

(c) The End User will promptly report to the Sub-Licensor any known or suspected infringement by any third party of the Licensor's Intellectual Property Rights over or in respect of the Information; and

(d) The End User will ensure that its employees, agents, consultants, contractors, users, or clients are made aware of and agree to comply with the End User's security obligations contained in this Agreement, before providing access to the Information or Products.

7.2 As from the Commencement date, the End User consents to its details being included in a Register of Access and to it being supplied by the Sub-Licensor to the Licensor including

* Registered business name/company name and ABN

* Contact name of person

* Address

ITEM 8 - FEES AND CHARGES

During the term of this agreement all fees are payable according to the calculated schedule.

ITEM 9 - PERMITTED PRODUCTS

The information may be used by the End User for the purpose of preparing, compiling, creating or manufacturing any Product of the following type for the following purpose and subject to Item 13 of this Agreement:

A. Hardcopy/softcopy Property Sales Reports for presentation to potential vendors and purchasers of properties.

B. Hardcopy extracts from Property Sales Reports for inclusion in Valuation or Property Appraisal Reports for presentation to owners or potential purchasers of the property or properties the subject of the Valuation/Appraisal report, or other persons having a legitimate in the property or properties the subject of the Appraisal Report.

ITEM 10 - INFORMATION SECURITY

The End User will keep and maintain adequate security measures to ensure that the Information is not used or accessed by any third party that is not entitled by this agreement to use or have access.

The End User must:

A. take all reasonable steps a prudent operator in a similar situation would take to prevent unauthorised physical access, damage and interference to business premises and equipment including any files holding printed reports containing the Information and/or and computer equipment, including backup systems, which house the Information; and

B. take all reasonable steps a prudent operator in a similar situation would take to protect the Information against unauthorised access by any person including employees, agents and contractors or software (e.g. viruses); and

C. have formal procedures in place to manage (e.g. granting, revoking and auditing) access to the Information, either by it's clients or any person, including employees, agents, contractors or other software. The procedures must authorise and record every access to the Information; and

ITEM 11 - PRIVACY

(a) The End User agrees to comply with the requirements of the Commonwealth Privacy Act 1988 and the Privacy Amendment (Private Sector) Act 2000 (the Commonwealth Privacy Legislation) and any State Privacy Legislation that may arise during the term of this agreement.

(b) The Licensor, its officers and employees, its officers and employees and the Sub-Licensor's officers and employees will not be responsible for any actions, claims, cost, proceedings suits or demands whatsoever arising out of any breach of the Commonwealth Privacy Legislation by the End User or any other person or corporation in relation to the Information obtained under this Sub-Licence or in relation to any Product or service derived from the Information.

ITEM 13 - COPYRIGHT

Copyright in all NSW and ACT) information and products, is jointly and separately vested in the State of New South Wales and the Australian Capital Territory and is protected by the Copyright Act 1968. Apart from any use as permitted under the fair dealing provisions of the Copyright Act 1968, all other rights are reserved, and no information and products or part thereof may be reproduced by any process, distributed, commercialised or reused for any other purpose without the prior written permission of DOLA.

All reproductions of the Information, however altered, reformatted or redisplayed, shall bear the following notice:

All Products created and distributed by the End User shall bear the following notice:

Based on Information provided with the permission of ACTLA or LPI (NSW) whichever is applicable.

ITEM 14 - DISCLAIMER

This Information has been made available for the purpose of providing access to government information. It is made available on the understanding that the Licensors and Sub-Licensor are not rendering professional advice.

While the Licensor and the Sub-Licensor have made every effort to ensure the accuracy, reliability, completeness and suitability for purpose of the information presented, they do not give and guarantee, take any responsibility or accept any liability (including without limitation, liability in negligence) arising from or connected to any errors or omissions. The Licensor/s and the Sub-Licensor accept no responsibility and disclaim all liability for any losses, damages, or costs as a result of the use or reliance upon the information.

It is strongly recommended that users exercise their own skill and care with respect to the use of the information, and before relying on the information that users should carefully consider it's relevance to their purpose and obtain any professional advice appropriate to their particular circumstances.

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