PropertyMe API Terms

1 Acceptance of these terms

These terms are between PropertyMe Pty Ltd ACN163 276 159 of Level 22, One Wharf Lane, 171 Sussex Street, Sydney NSW 2000 (we, us and our) and the entity seeking to use PropertyMe’s application programming interface (API) (you and your) to integrate with PropertyMe’s cloud-based property management software platform (Platform). These terms govern your use of:
1. the API and any related services we provide in connection with your use of the API;
2. all API-related documentation, software, and materials provided or made available to you by us (API Materials); and
3. any data or information which is accessed by or transmitted to your application by the Platform via the API, including a Platform users’ portfolio data and data about our users’ clients (Our Data).
Your use of our API is subject to compliance with these terms and the payment of the applicable fees in accordance with clause 4.
By clicking that you agree to these terms or by accessing and using the API, you agree to be bound by these terms and our privacy policy available at: propertyme.com.au/privacy. Our privacy policy is incorporated into these terms by reference and may be updated by us from time to time. You should check the above link to our privacy policy periodically as any changes to our privacy policy will be notified to you by their posting to that link. We may also update these terms from time to time in our sole discretion by giving you 30 days’ prior notice of any proposed updates. By continuing to use our API after the expiry of that notice period, you agree to any amendments to these terms. If you do not agree to any amendments to these terms, you can terminate these terms at any time in accordance with paragraph (d).
These terms will remain in effect until terminated under clause 10.

2 Access to the API

In order to be able to access and use the API, you must complete your registration details. You must ensure that your registration details are true and accurate at all times, and you must notify us of any change to your registration details as originally supplied. If we have grounds to suspect that your registration details are untrue, inaccurate or incomplete, we have the right to suspend or terminate your access to the API.
We will provide you with a client ID and secret or other means of authentication to gain access to the API (Authentication Credentials). We may, from time to time, change and/or reset any Authentication Credentials, and notify you accordingly.
You must keep your Authentication Credentials confidential and secure, and not disclose them to, or share them with, any other person. If you have lost or forgotten your Authentication Credentials, or you have reason to suspect any unauthorised use of them, you must immediately reset them.
All activity, including activity in breach of these terms, undertaken using Authentication Credentials will be deemed to be activity of the relevant person who has been issued with those Authentication Credentials.
You must not attempt to access the API other than in accordance with the Authentication Credentials provided and approved by us.

3 Use of the API

Subject to your compliance with these terms, we grant you a limited, non-exclusive, non-transferrable, non-sublicensable licence for the term of these terms to access and use the API, the API Materials and Our Data solely for the purpose of you integrating, developing, running, supporting and testing the software application or system (Developer Application) which you are integrating with the Platform via the API (Approved Purpose).
You must only use the API for lawful purposes, and ensure that your access to the API is not illegal or prohibited by laws which apply to you.
In using the API, you must not:
1. provide us with inaccurate or incomplete information;
2. violate any applicable laws or any rights of any person, or use the API in any manner or for any purpose that is unlawful;
3. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software, or our Platform;
4. collect or store data about other users of the API; or
5. engage in any other conduct that is improper or bring us, the API or our Platform into disrepute.
Your access to the API may be affected by our network or equipment capacity, connection availability, scheduled or unscheduled downtime of our Platform or the API for maintenance or development purposes, due to interruptions which generally affect the internet, or other reasons referred to in paragraph 10(a).
We may monitor your use of the API to improve quality, resolve any security issues and verify your compliance with these terms.
You must take your own precautions to ensure that the processes which you employ for accessing the API does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer systems. We recommend that you install and use up-to-date anti-virus, anti-spyware and firewall software on your computer systems.

4 Fee

Your right to use the API under these terms is subject to the payment of a fee of AUD90 plus GST (Fee), which we will invoice you for and which you must pay.
You will pay the properly rendered invoice for the Fee we issue within 30 days of the date of receipt of such invoice.
An invoice is properly rendered if it is a tax invoice for GST purposes and accurately specifies the amount that is due for payment and includes a detailed breakdown of the Fee.
If you fail to pay the Fee on the due date for payment then we may suspend or terminate your access to the API.

5 The Developer Application

The Developer Application must be secure and employ appropriate measures to prevent unauthorised access to or use of, and any loss of or damage to, the API, Our Data and/or the Platform.
The Developer Application must be submitted to us for approval in our sole discretion prior to us granting you access to and use of the API. We may revoke such approval, either temporarily or permanently immediately by providing written notice to you if you breach these term, or for any other reason by providing 10 days’ notice to you.
The Developer Application must not be (in our sole opinion) a competitor product to the Platform. You must not create a Developer Application that functions substantially the same as our API and offer it for use by third parties.
Once a Developer Application has been approved by us in accordance with paragraph (a), that Developer Application will be made available to users of the Platform to link to their PropertyMe portfolio.
Users have sole discretion whether to link a Developer Application to their PropertyMe portfolio and may terminate the link at any time without notice. Only when a user links the Developer Application to their portfolio, and only while the Developer Application is so linked, can you access that users portfolio.
You agree:
1. to provide us with a permanent, non-expiring login to access the Developer Application for the purpose of testing its integration with the Platform and for training our staff;
2. to provide us with information about the business purpose, technical architecture and general user base of the Developer Application on request and updates to this information;
3. that you are responsible for, and must provide and maintain, any interface, system or service which is required for receipt of Our Data through the API, or for the Platform to access or receive any information, data or other content from the Developer Application (Developer Data); and
4. that we may modify the API from time to time without notice, but we will provide you with 30 days’ notice of any material changes to the API.
We do not accept responsibility for any interference or damage to the Developer Application or your computer systems which arises in connection with your use of the API.

6 Developer Data

By uploading any Developer Data to the Platform or using the API to transmit any Developer Data, you:
1. grant us a non-exclusive, worldwide, royalty-free, perpetual licence (including a right of sub-licence) to use, display, copy and modify Developer Data in any form or on any medium for the purpose of providing you with the API, operating our Platform and otherwise exercising our rights and performing our obligations under these terms; and
2. warrant that you have the right to grant such licence.
You must not upload any Developer Data to the Platform or otherwise use the API to transmit any Developer Data that:
1. infringes or misappropriates the Intellectual Property Rights (as defined in clause 9(a)) or other rights of another person;
2. is defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
3. creates a privacy or security risk to any person, including by soliciting personal information from any person;
4. solicits money from any person, or is in exchange for payment or other consideration from another person or entity;
5. is false, misleading or deceptive;
6. contains financial, legal, medical or other professional advice;
7. would harm, abuse, harass, stalk, threaten or otherwise offend;
8. would reflect negatively on us, including our goodwill, name and reputation;
9. tampers with, hinders the operation of, or makes unauthorised modifications to our API, the API Materials, the Website and associated applications; or
10. relates to unlawful conduct, would breach any applicable laws, or would otherwise result in civil or criminal liability for you, us or any third party.
You agree that all Developer Data that you submit to the API is accurate and that you will keep it and the Developer Application current.
We may, without notice to you, review, modify or remove any of Developer Data from the Platform in our absolute discretion including where we believe it violates these terms.
We also collect and prepare other de-identified and aggregated statistical data related to Developer Data, the use of the API, and the data within them (Aggregated Data). You acknowledge that we own all right, title and interest in the Aggregated Data, and we may use and commercialise any Aggregated Data as we see fit. We agree not to take any steps (whether through data analytics or otherwise) which will deliberately cause any Aggregated Data to become personal information.

7 Accuracy of information

Our Data and the API Materials are provided in good faith. We derive our information from sources which we believe to be accurate and up-to-date. We nevertheless:
1. do not guarantee the information contained within Our Data or the API Materials is reliable, accurate, up-to-date or complete, or that your access to that information will be uninterrupted, timely or secure;
2. do not give you any assurances that any information contained in Our Data or the API Materials will meet your requirements or be suitable for your purposes;
3. reserve the right to update any information contained in Our Data or the API Materials at any time; and
4. do not accept responsibility for loss suffered as a result of your reliance on the accuracy of information contained in Our Data or the API Materials.
Some of Our Data or the information in our API Materials may be provided by third parties (Third Party Data). While we believe that these third parties are reliable sources, we cannot guarantee that Third Party Data is accurate, up-to-date or complete.

8 Warranties, liability and indemnity

You represent and warrant that:
1. you have full authority to enter into and perform these terms;
2. our use of the Developer Data will not infringe the Intellectual Property Rights (as defined in clause 9) of any third party.
All express or implied guarantees, warranties, representations, statements, terms or conditions relating to these terms, the API, API Materials or Our Data that are not contained in these terms, are excluded to the maximum extent permitted by law.
In particular, and without limiting paragraph (b):
1. while we endeavour to provide a convenient and functional API, we do not guarantee that your requirements will be met or that your use of the API, API Materials or Our Data will be uninterrupted, error free or that the Platform, API Materials and Our Data are free of viruses or other harmful components; and
2. we are not responsible for any loss, corruption or interception of data sent to or from the API which occurs outside of our Platform (such as those which occur while being sent over the internet).
Nothing in these terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
If any guarantee, term, condition or warranty is implied into these terms under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
Subject to paragraphs (g) and (h) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability to you for all claims under or relating to these terms or the API is limited to an amount equal to the total fees paid by you under these terms.
Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
1. special, indirect, consequential, incidental or punitive damages; or
2. damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data.
Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.
The exclusions and limitations of liability in this clause 8 apply regardless of the basis on which such liability arises, whether in contract, breach of warranty, tort (including negligence), in equity, under statute, under an indemnity or on any other basis.
You will indemnify us and hold us (including any of our directors, officers, employees and contractors) harmless from and against any Loss suffered or incurred by us, arising out of or in connection with:
1. your use of the API or Our Data other than in accordance with these terms;
2. your relationships or interactions with any developers, users or third party distributors of the Developer Application;
3. your negligence or breach or alleged breach of these terms;
4. your violation of any applicable law or any rights of a third party; or
5. any claim made by any third party arising out of our use of Developer Data in accordance with these terms, including that such use infringes their Intellectual Property Rights (as defined in clause 9).

9 Intellectual property rights

In these terms, Intellectual Property Rights means all intellectual property rights of whatever nature throughout the world, including all rights conferred under statute, common law or equity, whether existing now or at any time in the future, including all rights in and to any patents, patent applications, business names, trade names, domain names, trade marks, copyright, trade secrets, circuit layout rights, designs, confidential information, know-how, technical information, data or developments.
All of our Intellectual Property Rights are protected by the laws in force in Australia from time to time.
You acknowledge and agree that we (or our licensors) retain all right, title, and interest (including all Intellectual Property Rights) in and to the Platform, API, API Materials and Our Data including any improvements to each of them, and nothing you do with or in relation to the Platform, API, API Materials or Our Data will transfer any Intellectual Property Rights to you or licence you to exercise any Intellectual Property Rights except as expressly granted under these terms.
You will not, and you will not allow or permit any other person to:
1. copy, modify or create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code of or in connection with the Platform, API, API Materials or Our Data;
2. sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to Platform, API, API Materials or Our Data; or
3. use or refer to the Platform, API, API Materials or Our Data in developing any competitive good or service.
Except where otherwise specified, any word or device to which is attached the ™ or ® symbol is a trade mark. If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:
1. in or as the whole or part of your own trade marks;
2. in connection with activities, products or services which are not ours;
3. in a manner which may be confusing, misleading or deceptive; or
4. in a manner that disparages us or our information, products or the API.

10 Suspension and termination

We may temporarily limit or suspend your access to the API (including certain features or by limiting the number of API requests that you may make in a given time period), with immediate effect and without liability if it is necessary (in our sole opinion) for us to do so to protect the security and/or integrity of the Platform, the API or Our Data, including for any emergency maintenance or if there are interoperability, data protection or other operational or technical reasons for doing so. We will endeavour to provide notice to you of any such suspension, but you acknowledge that such notice may be given after the fact depending on the circumstances of the suspension.
We may terminate these terms with immediate effect by providing notice to you:
1. in our sole discretion for convenience at any time upon 30 days’ notice to you;
2. if you breach, or we reasonably believe you have breached, these terms;
3. if we reasonably believe the use of the Developer Application with the Platform is not in our or our users’ best interests;
4. if you are abusive or act improperly towards us or any of our directors, officers, employees, contractors or users in relation to your use of the API;
5. if all users unlink the Developer Application from their PropertyMe portfolio and the Developer Application is not linked to the portfolio of any users on the Platform for a period of more than 60 days; or
6. if required to comply with applicable law.
You may terminate these terms at any time by notifying us in writing and ceasing all use of the API and Our Data
Upon termination of these terms, all rights and licences granted to you under these terms will also terminate and you must immediately cease using and accessing the API, the API Materials and Our Data. You must also permanently delete all data which you have stored in the course of accessing or using the API (including Our Data).

11 Privacy and security

In using the API and uploading Developer Data to the Platform, you may give us personal information, as that term is defined in the Privacy Act 1988 (Cth) (Privacy Act).
You:
1. must ensure that you are permitted to provide us with any personal information you provide to us, and that you have made any disclosures or obtained any consents necessary under the Privacy Act and any other privacy laws in Australia or any jurisdiction applicable to your use of the API; and
2. grant us consent to collect, store, use and disclose such personal information in accordance with the Privacy Act, any other applicable privacy laws, and our privacy policy which can be found at: https://propertyme.com/privacy.
Subject to these terms, we will:
1. keep any personal information you provide to us in Australia; and
2. establish and maintain appropriate, reasonable technical and organisational security measures in accordance with good industry practice to keep such personal information secure.
You acknowledge that Our Data contains personal information. Accordingly, you must:
1. comply with the Privacy Act in relation to your use, handling or processing of personal information and Our Data;
2. not act, or omit to act, in a manner that causes us to contravene the Privacy Act or infringe any person’s rights under the Privacy Act;
3. not distribute Our Data to any third parties;
4. not store Our Data for more than 12 months; and
5. at any time upon our request, or on the termination of these terms for any reason, ensure that any Our Data is destroyed or returned to us, except as otherwise required by applicable laws.
We may use and disclose to our service providers anonymous data about your use of the API for the purpose of helping us to improve the API and the Platform. Any such disclosure will not include personal information.
In relation to any unauthorised access to, or unauthorised disclosure of, any Our Data, or any loss of any Our Data (Data Breach), you must:
1. notify us immediately if you become aware of any breach of this clause 11, or of any Data Breach which has occurred or which you have reasonable grounds to suspect may have occurred;
2. promptly provide us with any information, assistance and co-operation requested by us to allow us to investigate any such breach or Data Breach and to comply with our obligations under the Privacy Amendment (Notifiable Data Breaches) Act 2017 (Cth) (Data Breach Notification Laws); and
3. if you form the view that you are or may be required to notify affected individuals of a Data Breach under the Data Breach Notification Laws, ensure that before making any such notification you promptly discuss such matter with us in good faith and comply with any reasonable directions issued by us in relation to such notification, including as to whether you or us will be the person responsible for fulfilling the relevant notification requirements.
When accessing and using the API, you must:
1. not attempt to undermine the security or integrity of our Platform, networks or API, or computing systems and networks of any third party host;
2. not use, or misuse, the API in any way which may impair the functionality of the API or the Platform, or other systems used to deliver the API, or impair the ability of any other user to use the API;
3. not attempt to gain access to any materials other than those to which you have been given express permission to access or to the computer system on which the Platform or Our Data are hosted; and
4. without limiting clause 6, not transmit, or input into the Developer Application, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law.

12 Force Majeure

We will not be liable for any failure or delay in performing any of our obligations under these terms if such failure or delay is caused by circumstances beyond our reasonable control.

13 General

If any part of these terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
These terms are governed by the laws of New South Wales, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia.
You agree that we may communicate with you electronically for all aspects of your use of the API, including sending you electronic notices relating to these terms.
No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
The word “including” when used in these terms is not a term of limitation.

Date of last revision: 5 December 2018