State Registry Operator

1. The parties agree that this Agreement commences on the Commencement Date and continues for the Term.
2. No less than 30 days’ prior to the expiry of the Initial Term or any Renewal Term, as applicable, the parties may agree in writing to extend this Agreement on its then current terms for such period as agreed by the parties in writing.

1. If the parties execute an Order Form in a form substantially similar to the template set out in Schedule 2, it will form a separate agreement between the parties and the Information Product/s and/or Registry Operator Data the subject of that Order Form will be governed by the terms and conditions of this Agreement (Order Form).
2. On the Distributor and a Registry Operator signing an Order Form, the Registry Operator grants the Distributor a non-transferable, non-exclusive, non-sublicensable, revocable, limited licence to distribute the Information Products to Customers for the Information Product Term, subject to the payment of the Fees and the terms of this Agreement.
3. Where the parties agree that a provision in the relevant Order Form varies a term of this Agreement, the Order Form must expressly state that is it changing a term of this Agreement by specific reference to that clause and the change shall apply to that Order Form only. In all other cases, the terms in the Order Form prevail to the extent of any inconsistency between these terms and conditions and the terms and conditions set out in the Order Form.
4. The Registry Operator will deliver the Information Products to the Distributor using the Registry Operator Data Interface and in accordance with any Delivery Requirements.

1. The Distributor must only use the Information Products, and ensure any Customers and Approved Third Parties only use the Information Products, for the Authorised Purpose, and must comply with:
   1. all applicable laws (including Privacy Laws); and
   2. all of the Registry Operator’s directions with respect to the Information Products which are reasonably necessary for the Registry Operator to comply with applicable laws, regulatory obligations, and/or directions from or obligations owed by the Registry Operator to the relevant State and/or the Registrar of Titles.
2. Except as expressly permitted by the Authorised Purpose or to the extent required by law, the Distributor must not and must ensure that the Distributor Personnel and Customers (including Approved Third Parties) do not:
   1. make copies of the Information Products or the Registry Operator Data;
   2. alter or modify the Information Products or Registry Operator Data, merge or incorporate the Information Products or the Registry Operator Data with any other data, database, materials or product, or otherwise make derivative works of the Information Products (Derivative Works);
   3. disclose, resell, distribute, publish, assign, show or otherwise deal in (including modifying, decompiling, disassembling or reverse engineering) or commercialise or make available any Information Product or Registry Operator Data (or part thereof) to any third party;
   4. cache or store, or attempt to cache or store, the Information Products or Registry Operator Data for any purpose whatsoever, including for the purpose of setting up, creating, or adding to another database (whether permanent or temporary); or
   5. use any Information Products or Registry Operator Data for the purposes of data mining, aggregation and/or matching, direct marketing, promotion or advertising, list brokering and/or creating or updating any marketing or contact list.

1. In consideration of the Registry Operator providing the Distributor with the Information Products, the Distributor must pay the Registry Operator the Fees in accordance with the Payment Terms. For clarity, the Distributor must pay the Registry Operator all Fees regardless of whether a Customer to whom the Distributor distributes the Information Products pays the Distributor for the Information Products.
2. All Fees are exclusive of GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) unless otherwise expressly stated. The Distributor must pay as additional consideration an amount equal to the amount of GST payable on any supplies made under or in connection with this Agreement at the same time as the Fees are payable.
3. Where any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it will be reduced by any input tax credit entitlement in relation to the relevant cost, expense or other liability.
4. On each Review Date until the end of the Term, all components of the Fees will be adjusted in accordance with the Annual Escalation Formula. Any adjustment to the Fee, as a result of the Annual Escalation Formula takes effect on and from the day immediately following the relevant Review Date.
5. The Distributor is responsible for determining the price at which the Information Products will be supplied by the Distributor to the Customer.

Without limiting the Registry Operator’s other rights or remedies under this Agreement or at law, if the Distributor fails to pay any amount due under this Agreement by the due date, the Registry Operator may charge the Distributor interest on the unpaid amount at the Late Fee from the due date until the date of payment.

1. The Registry Operator may update or change any Registry Operator Data or an Information Product from time to time.
2. The Registry Operator will provide the Distributor with at least 30 days’ notice in writing of any update or change to any Information Product (Change Notice). If such update, alteration or change adversely affects the functionality or the use of the Information Product, the Distributor may terminate the Order Form immediately in whole or part, at any time during the 30 day notice period on giving written notice to the Registry Operator. The Distributor will be deemed to have accepted the update or change if the Distributor:
   1. continues to use the Information Product past 30 days from the date of the Change Notice; and/or
   2. does not terminate during the 30 day notice period.
3. The Registry Operator may immediately cease to supply an Information Product if, in its reasonable view, continued provision of that Information Product would result in a breach of or be contrary to any law, government policy or any ruling or decision of a court, tribunal or other statutory body, by providing written notice to the Distributor.
4. The Registry Operator may amend this Agreement and/or an Order Form by providing the Distributor with at least 60 days’ notice of such amendment. If such amendment adversely affects the Distributor or its use of the Information Product, the Distributor may terminate this Agreement at any time during the 60 day notice period, with immediate effect by written notice to the Registry Operator, in which case the Information Product Terms for all Information Products supplied to Distributor under this Agreement and any Order Form will end. If you do not terminate during the 60 day notice period you will be deemed to have accepted the amendment to this Agreement and/or the Order Form as applicable.

1. The Distributor acknowledges and agrees that:
   1. all Intellectual Property Rights in the Information Products and Registry Operator Data (including the Registry Operator Marks and information and documentation printed, displayed or incorporated in the Information Products and Registry Operator Data, included in the Register from time to time, and all derivations, adaptations, modifications and enhancements to such items), is owned by or will upon creation vest in the Registry Operator, the State, and/or their licensors;
   2. the Distributor must not, and must procure that any Approved Third Parties do not, do anything or permit any third party to do anything which will or may infringe any of the Intellectual Property Rights referred to in this clause 7;
   3. nothing in this Agreement (including the Distributor’s access to or use of the Information Products), confers on the Distributor any rights, title or interest (including without limitation any Intellectual Property Rights) in the Information Products or Registry Operator Data other than the right to use the Information Products in accordance with this Agreement and the terms of any applicable Order Form; and
   4. the Distributor must promptly notify the Registry Operator of any actual or suspected unauthorised, improper or unlawful use or infringement by the Distributor or any third party of any of the Intellectual Property Rights in the Information Products, or Registry Operator Data of which it becomes aware.
2. The Registry Operator:
   1. grants to the Distributor a revocable, non-exclusive, royalty-free licence to use the Intellectual Property Rights in the Information Products for the relevant Information Product Term for the sole purpose of performing its obligations and exercising its rights under this Agreement and for the Authorised Purpose; and
   2. permits the Distributor to grant a sub-licence to Approved Third Parties to use the Intellectual Property Rights in the Information Products for the relevant Information Product Term for the sole purpose of those Approved Third Parties on-selling the Information Products to End Customers for the Authorised Purpose in accordance with this

1. The Registry Operator acknowledges that it does not own the Intellectual Property Rights in:
   1. the Distributor’s methodologies, systems or other proprietary information; or
   2. copyright in existing publications or other work produced by or on behalf of the Distributor in existence at or prior to the Commencement Date.

1. The Distributor:
   1. must comply with all relevant branding and other specifications for advertising and display of the Registry Operator Marks (including the Marketing Collateral and Attributions), as advised by the Registry Operator in writing from time to time, and as specified in the Order Form;
   2. must supply the Information Products and Registry Operator Marks as is and must not (and must procure that its Approved Third Parties do not), without the Registry Operator’s prior written consent, alter the Information Products or apply any branding other than the Registry Operator Marks to any Information Products or materials associated with the Information Products as specified in the Order Form;
   3. will not, and will procure that its Approved Third Parties do not, apply or use the Registry Operator Marks or Registry Operator’s Intellectual Property Rights for any purpose other than the Authorised Purpose or as otherwise expressly agreed in writing by the Registry Operator;
   4. must ensure that the Registry Operator Marks are kept secure and are not able to be accessed by any person, other than the Distributor or an Approved Third Party for an Authorised Purpose; and
   5. must include, and ensure:
      1. that Customers acknowledge and agree, they accept and must comply with, the Attributions in the Information Products; and
      2. that all Attributions appear in each report or other image generated, electronically or otherwise using or incorporating the Information Product.

1. The Distributor must apply in writing to the Registry Operator if it wishes to have an Approved Third Party appointed. The Distributor will provide the Registry Operator with any information reasonably requested by the Registry Operator with respect to the appointment of an Approved Third Party.
2. The Registry Operator will, in its absolute discretion, determine whether it agrees to the appointment. The Registry Operator will provide the Distributor with written notification of its determination.
3. The Distributor acknowledges and agrees that:
   1. the granting of approval by the Registry Operator to the appointment of an Approved Third Party in accordance with clause 2 does not relieve the Distributor of any of its obligations under this Agreement; and
   2. the Distributor is responsible for the acts or omissions of all Approved Third Parties

1. Without limiting any of its other obligations under this Agreement, the Distributor must ensure that the terms of its agreements with Customers and any agreements between Approved Third Parties and their End Customers align and are consistent in all respects with the terms of this Agreement and provide:
   1. that all Intellectual Property Rights in the Information Products are owned by or will upon creation vest in the Registry Operator, the State, and/or their licensors, and nothing in the agreement between the Distributor and its End Customer or any Approved Third Party and its End Customer results in the transfer of any rights, title, or interest in such Intellectual Property Rights;
   2. a process and contact details:
      1. enabling Customers to make complaints; and
      2. enabling Customers to request the Registry Operator to participate in the resolution of disputes by independent dispute resolution; and
   3. the Information Products and/or Registry Operator Data must only be used in accordance with the Authorised Purpose.
2. The Distributor must ensure that Customers only use the Information Products and/or Registry Operator Data for the Authorised Purpose.

1. Without limiting its other obligations under this Agreement, the Distributor must during the Term:
   1. market the Information Products, and ensure any Approved Third Party markets the Information Products, solely in accordance with the Marketing Requirements;
   2. act in good faith at all times towards the Registry Operator and provide the Registry Operator with such assistance and co-operation as the Registry Operator reasonably requests;
   3. attend meetings called by the Registry Operator no more than once every three (3) months during the Term to discuss issues of common concern including usage trends and any other matters reasonably requested by either party;
   4. if requested by the Registry Operator, conduct a Customer satisfaction survey in a form to be agreed in good faith between the parties no more than once per year and provide the results of the survey to the Registry Operator within twelve (12) weeks of the Registry Operator requesting the survey be conducted;
   5. regularly review the provision of the Information Products to Customers to ensure that the requirements of this Agreement and any Order Form are being met, particularly those requirements relating to privacy, confidentiality and compliance with the Authorised Purpose; and
   6. immediately report:
      1. any suspected or actual breach of this Agreement and/or any Order Form; and
      2. any suspected or actual breach of any agreement and/or order form entered into with an Approved Third Party pursuant to this Agreement,
         to the Registry Operator and comply with all reasonable directions of the Registry Operator in order to rectify any such suspected, alleged or actual breaches.

1. A party (Recipient) may receive Confidential Information of the other party (Discloser) in connection with this Agreement and any Order Form. Subject to clause 2, Recipient must hold this Confidential Information in strict confidence and not disclose or use it for a purpose other than as contemplated by this Agreement without Discloser’s prior written consent. Recipient must also take all reasonable steps to protect the Confidential Information from unauthorised or inadvertent disclosure.
2. Recipient is permitted to disclose Confidential Information of Discloser:
   1. where the Registry Operator is the Recipient, to the relevant State;
   2. to its officers, employees, consultants, legal advisors, financiers, contractors and related bodies corporate, provided such persons have a legitimate need to know such information in connection with this Agreement and any Order Form and undertake to use it only for purposes related to this Agreement and the relevant Order Form and to keep the information confidential in accordance with this Agreement;
   3. where the Confidential Information is lawfully in the possession of Recipient through sources other than Discloser; and/or
   4. as required by law or under a binding order of a government authority.
3. Subject to clause 4, the Distributor must not make any press or other public announcement or release relating to this Agreement or an Order Form or the Registry Operator without the prior written consent of the Registry Operator.
4. Clause 13.3 does not apply to any announcement or press release that is required by law or the rules of a stock exchange on which the securities of the Distributor are listed.

1. Registry Operator Data is and will remain the property of the Registry Operator and/or the State (as applicable) at all
2. Except as required by law or permitted under this Agreement or an Order Form, the Distributor must:
   1. not use or exploit (for itself or for any other person) any Registry Operator Data other than to the extent necessary for the proper performance of its obligations under this Agreement and the Authorised Purpose;
   2. not, and must ensure that the Distributor’s Personnel and Customers do not, sell, commercially exploit, let for hire, assign rights in or otherwise dispose of any Registry Operator Data; and
   3. not make any Registry Operator Data or Information Products available to a third party other than a Customer or the Distributor’s Personnel, and then only to the extent necessary to enable the Customer to access and use the Information Products in accordance with the Authorised Purpose, and to enable the Distributor’s Personnel to perform their part of the Distributor’s obligations, under this Agreement or an Order Form.

1. The parties agree to comply with all applicable Privacy Laws in relation to the use, disclosure and storage of any Personal Information with which they are provided or to which they have access in connection with this Agreement.
2. The Distributor:
   1. must and must ensure that the Distributor’s Personnel and its Customers comply with the Privacy Laws, as if it were subject to the Privacy Laws in relation to the use, disclosure and storage of any Personal Information with which they are provided or to which they have access under this Agreement;
   2. will not, and will ensure that Customers do not use any Personal Information in the Information Products or Registry Operator Data other than for the Authorised Purpose; and
   3. must ensure that unless as expressly contemplated by the Approved Purpose, the Information Product or the Registry Operator Data, does not permit a Customer of the Distributor to electronically data match or correlate the Information Product and/or Registry Operator Data with data from other sources, which will or may, diminish the privacy of natural persons or otherwise allow the Information Product and/or Registry Operator Data to be used to target vulnerable persons or those persons knowingly susceptible to financial distress.
3. The Distributor is responsible for the use, supervision, management and control of and access to, the Information Products and Registry Operator Data and must ensure that the Information Products and Registry Operator Data are only accessed by the Distributor’s Personnel, and people with a need to access the Information Products and/or Registry Operator Data for the Authorised Purpose and that any such persons are under an obligation to keep any Personal Information in the Information Products confidential.
4. The Distributor must store the Information Products and any Registry Operator Data in a secure location in accordance with any Jurisdictional Limits set out in the Order Form and ensure its systems and networks have adequate levels of security to prevent unauthorised access to and/or misuse, destruction, loss or alteration of, the Information Products and Registry Operator Data, including security measures to ensure any usernames, passwords or encryption keys in the Distributor’s control are kept secure and protected from any unauthorised access, use and/or disclosure.
5. The Distributor must ensure that neither the security nor the integrity of the Registry Operator Data or Information Products, nor the privacy of any individual, or Personal Information to whom any information included in the Information Products relates is compromised, violated or otherwise prejudiced as a result, directly or indirectly, of any act or omission of the Distributor or any Customer.
6. The Distributor must cooperate and provide all reasonable assistance to the Registry Operator and, where applicable the State, upon request in relation to:
   1. The resolution of an inquiry, request or complaint by an individual alleging any breach of any Personal Information, Confidential Information, Privacy Laws or suspected breach of this Agreement; and
   2. Any request by an individual to access and correct Personal Information.
7. In accessing the Registry Operator Data or Information Products, the Distributor must use reasonable endeavours and act in accordance with good operating practice to prevent the introduction to any of the Registry Operator’s systems of any computer or software virus or other computer software or programs that might impair or cause harm to the Registry Operator’s systems.
8. The Distributor must notify the Registry Operator immediately if the Distributor becomes aware of any use of the Information Products or Registry Operator Data that is not permitted within this Agreement, including unauthorised use, distribution, resupply or sale.
9. If a party (Notifying Party) becomes aware of any unauthorised access or use, disclosure, transfer, loss, alteration, and/or breach of security in relation to any Personal Information (including, in the Distributor’s case, Personal Information in an Information Product) provided or made available by the other party (Responding Party), the Notifying Party must:
   1. promptly notify the Responding Party and if the Responding Party is not the Registry Operator, notify the Registry Operator in writing and provide the Responding Party with relevant details of the incident and all reasonably requested information and documents related to the breach;
   2. cooperate and comply with all reasonable directions of the Registry Operator, the State, and/or a Government Agency, in relation to the incident including taking such steps as are reasonably necessary to investigate and contain the breach, mitigate against the adverse effect of harm arising from the breach, and enable the Responding Party to comply with notification obligations under applicable laws (including Privacy Laws) or agreements with third parties;
   3. cooperate with the Registry Operator and the State to minimise reputational damage or loss of goodwill, including liaising on communications with the affected individual(s) to minimise disruption or distress to the individual;
   4. allow the Registry Operator and the State to participate in any assessments or investigations that the Distributor or any of the Distributor Personnel conduct to determine whether the incident or event constitutes a Notifiable Data Breach; and
   5. cooperate with the Registry Operator in any investigation or enforcement action by any government body or regulator having jurisdiction under the Privacy Laws.
10. The Distributor consents to the Registry Operator and/or the State providing a written notice to the affected individual or any applicable Government Agency relating to any suspected or actual Notifiable Data Breach notified to the Registry Operator.

1. The Distributor must notify the Registry Operator in writing if any of the following events occur:
   1. if any director, secretary or officer of the Distributor is convicted of a criminal offence;
   2. if the Distributor has or is likely to suffer an Insolvency Event; or
   3. if there is a Change in Control of the Distributor, and such a notice must include such details of the event as the Registry Operator may consider sufficient to enable the Registry Operator to make an informed decision as to whether to exercise its termination rights under clause 28 of this Agreement.

1. During the Term and for a period of 7 years after this Agreement expires or is terminated for any reason:
   1. the Distributor must maintain accurate and complete records and documents, including as required by law, related to the Distributor’s interaction with and use of the Information Products under each Order Form (including, but not limited to payment of Fees, name and contact for each Customer, address/email address/date and time that each Information Product was requested and the total number of each Information Product type requested by the End Customers during a month) and subject to clause 17.5 provide the Registry Operator with such information on its written request; and
   2. on the Registry Operator’s request, the Distributor must provide the Registry Operator, the State and/or its third party representative with evidence to the Registry Operator’s reasonable satisfaction that the Distributor is (or was for the relevant time of enquiry) in compliance with the terms of this Agreement and any Order Form (Verification Materials).
2. Subject to clause 3, at least once every 12 month period during the Term, the Distributor must provide a Compliance Report. The Registry Operator may request that the Compliance Report also include any departures by the Distributor’s Approved Third Parties (if any) from obligations consistent in all respects with the terms of this Agreement or any Order Form.
3. The Registry Operator will only be permitted to require a Compliance Report once per calendar year for each Information Product licensed under this Agreement or any Order Form, unless:
   1. the Registry Operator reasonably considers an additional Compliance Report is necessary for compliance with applicable Laws;
   2. an additional Compliance Report is required for any reason by any third party (including the State or Registrar of Titles) responsible for appointing or approving the Registry Operator to curate and provide access to the Information Product and/or Registry Operator Data; or
   3. the Registry Operator has reasonable grounds to suspect or has reason to believe the Distributor or an Approved Third Party is in breach of or are not complying with applicable obligations under this Agreement or any Order Form.
4. Each party will bear their own internal costs of preparing Verification Materials and/or a Compliance Report.
5. Nothing in this clause 17 requires the Distributor to provide access to or disclose any Competitively Sensitive Information.
6. If a Compliance Report or any investigation following the Compliance Report discloses a breach of this Agreement or an Order Form, then without prejudice to any termination rights the Registry Operator may have under this Agreement or any Order Form, the Distributor must immediately:
   1. take steps to remedy such breach, including complying with the reasonable directions of the Registry Operator which may include timeframes;
   2. pay the Registry Operator’s reasonable costs in connection with the breach including, without limitation, any actions taken to confirm the breach has been remedied to the Registry Operator’s satisfaction; and
   3. pay any Fees which were rightfully payable to the Registry Operator if the breach had not occurred.
7. The Registry Operator may or, if directed by the State or Registrar of Titles will, provide the Distributor with a written notice containing a request that the Distributor undertake a Compliance Report and require the Distributor implement the recommendations of the Compliance Report, in which case the Distributor must, to the extent permitted by law (including Australian Consumer Law and other Australian competition laws):
   1. satisfactorily implement the recommendations classified as “Urgent” by the Registry Operator within 14 days of the date of that notice, or within such lesser time as required by the Compliance Report; and
   2. satisfactorily implement the recommendations classified otherwise within the timeframes set out in the Compliance Report (with such timeframes to be reasonably set by the Registry Operator and the service provider undertaking the investigation having regard to the nature of the recommendation, the likelihood or severity of the risk underlying the recommendation and the time and resources likely to be needed to implement the recommendation).
8. Any information and/or documentation including the Verification Materials and Compliance Report disclosed to the Registry Operator by the Distributor pursuant to this clause 17 must only be used for the sole purpose of auditing the Distributor’s compliance with the Agreement and/or any Order Form.

1. To the maximum extent permitted by law, neither the State nor the Registry Operator make any warranties, representations or guarantees of any kind, whether express or implied by conduct or statute or otherwise, with respect to any Registry Operator Data or Information Products (including, but not limited to, warranties as to the state, quality, accuracy, reliability, completeness, timeliness, availability or fitness for purpose) other than as expressly stated in this Agreement or any Order Form. Without limiting this clause, the Registry Operator does not warrant or represent that the use of the Information Products or Registry Operator Data will result in compliance, fulfillment or conformity with the Laws, rules, regulations, requirements or guidelines of any Government Agency.

1. The Distributor warrants that, as at the date of this Agreement, the date of any Order Form entered into under this Agreement and for the Term:
   1. it is duly incorporated or otherwise properly constituted and is validly existing under the laws of its jurisdiction, with full power and authority to enter into this Agreement, and to perform its obligations under this Agreement;
   2. the Distributor will comply with all relevant laws and government policies (provided in writing from time to time) relevant to this Agreement or any Order Form entered into under this Agreement and the Distributor’s use of the Registry Operator Data and Information Products;
   3. the Distributor is not insolvent and has not entered, nor is threatening to enter, an Insolvency Event; and
   4. it will ensure that any Customers of the Distributor comply with the terms of this Agreement and any Order Form entered into under this Agreement,

      (the Distributor’s Warranties).

1. The Distributor acknowledges and agrees that:
   1. the data in the Registry Operator Data and the Information Products, is collected by the Registry Operator and the State for purposes related to the State’s functions, and that when the State or Registry Operator is collecting and processing the Information Products, neither are contemplating any purpose to which the Distributor, or any Customer may use the Information Products and/or Registry Operator Data including for the Authorised Purpose;
   2. the use of the Information Products and/or Registry Operator Data is at the Distributor’s and its Customer’s sole risk;
   3. the Distributor has exercised its independent judgement in acquiring the Information Products and/or Registry Operator Data and has not relied on any representation made by the Registry Operator or the State which has not been stated expressly in this Agreement, any Order Form or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by the Registry Operator or the State;
   4. the Registry Operator has relied on the Distributor’s Warranties given under clause 19 and the Distributor’s Acknowledgements given under clause 20 in entering this Agreement and any Order Form entered into under this Agreement;
   5. the State has relied on the Distributor’s Acknowledgments given under this clause 20 in approving the Registry Operator’s request to provide the Information Products to the Distributor or Customers and its use by the Distributor or Customers;
   6. without limiting the Registry Operator’s rights in relation to the Information Products and/or Registry Operator Data, the Registry Operator may, at any time during the Term, grant a licence to use or supply the Information Products and/or Registry Operator Data to any third party; and
   7. it will, at the Distributor’s sole cost, respond to and manage all Customer enquiries and complaints,

1. Where specified in a relevant Order Form, the Distributor may access the Registry Operator Data Interface, with the assistance of the Registry Operator’s Personnel from time to time in the Registry Operator’s reasonable discretion (and at the Distributor’s own cost).
2. The Distributor must maintain the most up to date version of the relevant Registry Operator Data Interface specified in the relevant Order Form.
3. The Distributor must comply with Registry Operator’s protocols and requirements and all or any other appropriate security requirements notified to the Distributor from time to time in relation to the Registry Operator Data Interface with, and access to, the Registry Operator
4. Where specified in a relevant Order Form, the Distributor must maintain its Digital Certificate with a provider approved by the Registry Operator throughout the relevant Information Product The Distributor is responsible for ensuring that it renews its Digital Certificate in a timely manner. Registry Operator accepts no liability whatsoever, and the Distributor releases (and will procure that Approved Third Parties release) the Registry Operator from and in relation to, any and all Loss or other consequence arising, if the Digital Certificate lapses or access to the Registry Operator Data Interface is denied because the Digital Certificate is not validated by the provider.
5. The Distributor is responsible under this Agreement for all access to the Registry Operator systems by any person using a Digital Certificate which has been provided to the Distributor and the Distributor releases and indemnifies (and will procure that the Approved Third Parties release and indemnify) the Registry Operator from and against all and any loss incurred or suffered by the Registry Operator and any other person as a result of such access by use of the Distributor’s Digital Certificate.

1. The Registry Operator will use reasonable endeavours to:
   1. provide notice to the Distributor of scheduled outages of the systems that will impact access to the Registry Operator Data and Information Products under an Order Form; and
   2. make a test environment available to the Distributor for development and testing purposes of the Distributor’s interface with the Registry Operator Data Interface, where relevant and requested by the Distributor.
2. To the extent permitted by law, the Registry Operator does not give, and expressly disclaims, any warranties, representations, undertakings or guarantees:
   1. with respect to the continuity of access to the Registry Operator systems or test environment for accessing the Registry Operator Data and/or Information Products; or
   2. that the operation of the Registry Operator systems will be error free or uninterrupted.
3. To the extent permitted at law, the Registry Operator is not liable for, and the Distributor releases (and will procure that the Approved Third Parties release) the Registry Operator in relation to, any and all loss or other consequence arising from:
   1. lack of access to, or interconnection with, the Registry Operator systems for access to the Registry Operator Data and/or Information Products, any test environment or to the Registry Operator Data and/or Information Products; or
   2. any defect in the Registry Operator systems or any interconnection with the Registry Operator system, the Registry Operator Data and/or the Information
4. Being granted access to the Registry Operator Data Interface and ongoing access is subject to the Distributor passing the Acceptance Testing procedures as specified by the Registry Operator from time to time prior to offering the Information Product to Customers. The Distributor must pay all of its own costs of Acceptance Testing.

1. The Distributor indemnifies and must continually keep indemnified the Registry Operator and the State, and each of their respective officers, employees and agents (the Indemnified) from and against any claim, liability, loss, damage or injury, costs and expenses (including reasonable legal costs and expenses on a solicitor to client basis) howsoever arising that the Indemnified may suffer or incur from or as a result of:
   1. the exercise by the Distributor of any rights granted to it in relation to the Information Products and/or the Registry Operator Data;
   2. any person’s use or reliance on the Information Products and/or the Registry Operator Data, or any report or other thing, using the Information Products or generated by the Information Products and/or the Registry Operator Data;
   3. any act, including any wilful, unlawful or negligent act, or omission of the Distributor, an Approved Third Party or an End Customer; or
   4. any allegation that the Information Products infringes any Intellectual Property Rights,

      except to the extent such loss, damage or injury was directly caused by the Registry Operatory and/or the State.

2. The Distributor’s obligation to indemnify in this clause 23.1 arises whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
3. The Registry Operator holds on trust for those of the Indemnified who are not a party to this Agreement, the benefit of the releases and indemnities set out in clause 23.1.

1. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law (including the Australian Consumer Law) and excluding the indemnity in clause 1 above and liability arising from breach of clauses 7 (Registry Operator Intellectual Property Rights), 11 (Agreements with Approved Third Parties and Customers), 13 (Confidentiality), or 15 (Privacy and Data Security), the total aggregate liability of a party under or in connection with this Agreement and the relevant Order Form which has given rise to the liability being claimed, whether under statute, in contract or in tort, breach of warranty or statutory guarantee, including for negligence or otherwise, is limited as follows:
   1. in the case of the Registry Operator (at its election), the re-supply of the relevant Information Products or the cost of having the relevant Information Products supplied again; and
   2. in the case of the Distributor, the greater of 3 x the total Fees payable for the Information Products under the relevant Order Form in the 24 months prior to the event giving rise to the claim or any amount recoverable by the Distributor under an insurance policy.
2. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law neither party will be liable for any Excluded Loss.
3. The parties acknowledge this Agreement is between the Registry Operator and the Distributor only and no other State privatised registry operator has any rights or liability whatsoever in connection with this Agreement or any Order Form entered into under this Agreement irrespective of whether they enter into an Order Form with the Distributor on the same or similar terms to the Order Form entered into by the Registry Operator with the Distributor and notwithstanding the existence of any joint activity between the Registry Operator and any other state privatised registry operator/s.
4. Without prejudice to any other rights or remedies which a party may have, the parties acknowledge and agree that damages may not be an adequate remedy for a breach of clauses 7 (Registry Operator Intellectual Property Rights), 11 (Agreements with Approved Third Parties and Customers), 13 (Confidentiality), or 15 (Privacy and Data Security), and agree that the party seeking remedy under clauses 7 (Registry Operator Intellectual Property Rights), 11 (Agreements with Approved Third Parties and Customers), 13 (Confidentiality), or 15 (Privacy and Data Security), may, in addition to damages, be entitled to seek equitable relief, including injunctive relief and specific performance.

1. Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to a Force Majeure Event.
2. Upon the occurrence of a Force Majeure Event the affected party’s obligations are suspended to the extent that party is unable to, or delayed in, its ability to perform the obligations.
3. If a Force Majeure Event continues for more than 30 days, either party may immediately terminate by notice in writing to the other party:
   1. this Agreement where one party is not able to perform any of its obligations due to the Force Majeure Event; or
   2. an Order Form, where the Force Majeure Event only affects a particular Order Form.

1. Distributor must:
   1. at its own expense, obtain and maintain during the Term insurance policies with a reputable insurer with coverage limits at least as set out below:
      1. public and products liability insurance with a minimum cover of at least $10 million per claim and annual aggregate;
      2. professional indemnity insurance with a minimum cover of at least $10 million per claim; and
      3. appropriate cyber risk insurance with a reputable insurer in the amount specified in the Order Form and if no amount is specified then no less than $10 million per claim, covering against (at a minimum) compensation, damages or awards payable by the Distributor to the Registry Operator arising out of a failure by the Distributor to protect against unauthorised access to the Registry Operator Data, Information Products and/or the Registry Operator Data Interface unless otherwise agreed with the Registry Operator.
   2. provide evidence of the currency of the insurance policies referred to in clause 26.1(a) above as may be requested by the Registry Operator from time to time.

1. The Registry Operator may (in its absolute discretion), suspend (in whole or in part) the Distributor’s access to the Registry Operator Data, Information Product/s and/or the Registry Operator Data Interface or direct a Distributor to suspend a Customer’s ability to access and/or distribute an Information Product/s if:
   1. the Distributor is, or the Registry Operator reasonably suspects that the Distributor is, in breach of any provision of this Agreement and/or any Order Form entered into under this Agreement (including failing to pay any amount due and payable);
   2. any Customer is non-compliant with the provisions of this Agreement and/or any Order Form entered into under this Agreement required to be imposed on that Customer by a Distributor;
   3. the Registry Operator considers that the Distributor’s or Customer’s access to the Information Products and/or Registry Operator Data is causing detrimental, technical or operational system issues or poses a security risk to the Register, the Registry Operator, the State and/or other users of the Information Products;
   4. the Registry Operator considers that the Distributor’s or Customer’s use of the Information Products and/or Registry Operator Data has caused or is likely to cause the Registry Operator to be in breach of any law and/or its regulatory or contractual obligations to the State;
   5. the Registry Operator is required to do so in order to comply with an order, instruction or request from a regulatory authority (including the State or Registrar of Titles); and/or
   6. the Registry Operator no longer has the right to provide the Information Product or Registry Operator Data in whole or in part.
      In such circumstances, the Registry Operator will provide the Distributor with prior written notice where practicable to do so. The notice should include reasonable detail of the reasons for the suspension.
2. Without limiting the Registry Operator’s right under clause 2(a) below, the suspension will continue until the Registry Operator determines (in its absolute discretion) that:
   1. the Distributor and/or the Customer, as applicable, has sufficiently remediated the cause of the suspension; or
   2. the cause of the suspension is no longer applicable;
      in which case the Registry Operator will re-instate the Distributor’s access to the Registry Operator Data Interface and/or allow the Distributor to re-instate the Customer’s ability to access the Information Products and/or Registry Operator Data, as applicable, as soon as reasonably practicable.
3. For clarity, the Registry Operator may exercise any of its rights under this clause 27 without terminating this Agreement and without prejudice to the Registry Operator’s rights to terminate under clause 28 this Agreement and/or any Order Form.
4. The Distributor must, if it becomes aware that a Customer is in breach of any provisions governing access to and use of an Information Product and/or Registry Operator Data, promptly suspend that Customer’s access to, and use of, the Information Product and/or Registry Operator Data and notify the Registry Operator of the same.
5. Registry Operator will have no liability to the Distributor for any loss suffered or caused by any interruption to use of or access to the Information Product and/or Registry Operator Data by the Distributor or the Customer in connection with any suspension under this clause 27.

1. A party may terminate this Agreement and/or any Order Form by notice in writing to the other party:
   1. if the other party is in material breach of a term of:
      1. this Agreement; or
      2. an Order Form,

         which is incapable of being remedied, or which the relevant party fails to remedy within 14 days of receiving written notice to remedy from the other party;

   2. if the other party has entered into or threatens to enter into an Insolvency Event or is subject to a Change of Control; or
   3. in accordance with any express termination rights granted to that party in an Order Form, and termination of this Agreement or any Order Form will be without prejudice to rights accrued before the end of this Agreement or the relevant Order Form and all other Order Forms remain in effect unless they expire or are specifically terminated under this clause 28.
2. The Registry Operator may terminate this Agreement and any Order Form by giving the Distributor written notice to that effect if:
   1. there is a Change in Control of the Distributor; or
   2. any director, secretary or officer of the Distributor is convicted of a criminal offence and the Distributor fails to remove such person from his or her office immediately after a conviction is made, delivered or recorded.
3. The Registry Operator may terminate this Agreement or an Order Form immediately by notice to the Distributor if:
   1. a suspension under Clause 1(a), 27.1(b) or 27.1(d) continues for more than ten (10) days;
   2. the Registry Operator no longer has the right to provide the Distributor with an Information Product in whole or in part;
   3. The Distributor fails to comply with any Compliance Report, or fails to comply with clause 17; or
   4. the Distributor fails to pay any Fees by the due date and does not rectify this failure within 5 Business Days of receiving a written notice from the Registry Operator to do so.

1. On termination or expiry of this Agreement and/or any relevant Order Form for any reason:
   1. the Distributor’s right and the right of any Customers to access the Registry Operator Data Interface, Registry Operator Data and Information Products will immediately cease;
   2. the Distributor must return or destroy, and ensure any Approved Third Parties return or destroy, all copies of the Information Products and Registry Operator Data obtained in connection with this Agreement and/or any relevant Order Form that is retained in the systems of the Distributor or otherwise in possession or control of the Distributor and require the same of Customers (except to the extent the Distributor or its Customers are required by law to preserve such records) and provide a certificate signed by an authorised officer confirming such destruction.  
2. In the case of termination of this Agreement and/or any relevant Order Form, in addition to any costs owing under clause 17 (if any) and Fees already incurred or owing by the Distributor (Outstanding Fees) and without prejudice to any of the Registry Operator’s other available rights and remedies, the Distributor will be liable to pay all Fees payable for the remainder of the Term (as set out in the Order Form).
3. if the Distributor terminates under clause 4 or under clause 28.1 or the Registry Operator terminates under clause 28.2(b), the Distributor will be required to pay all Outstanding Fees and all Fees incurred up to the termination date. For the sake of clarity, in the case of termination by the Distributor under clause 6.4 or clause 28.1, the Distributor will be entitled to a refund of any Fees the Distributor has prepaid for any period of the Term after termination.

1. If the Distributor, Registry Operator or a Customer consider a dispute has arisen, the Distributor on behalf of itself or a Customer, or the Registry Operator, may notify the other party in writing of the existence of a dispute (Dispute) using the contact details specified in the Order Form (Dispute Notice). The Dispute Notice should include reasonable details of the Dispute.
2. A senior executive of each party will work together to try to resolve the Dispute and both parties must act reasonably and in good faith in trying to resolve the Dispute. If the Dispute is not resolved within 20 Business Days of the date of the Dispute Notice under clause 1, a party may refer the Dispute to mediation, in which case:
   1. the parties must try to settle any Dispute arising in connection with this Agreement and/or any relevant Order Form by mediation administered by the ADC before recourse to arbitration or litigation;
   2. the mediation must be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the Dispute is referred to ADC; and
   3. each party will be responsible for its own costs, except the mediation costs will be equally shared.
3. No party may commence any court or arbitration proceedings relating to a Dispute unless it has first complied with this clause, except to seek urgent interlocutory relief.

1. The Distributor is responsible for paying any amounts that may be due or payable to the Customer with respect to a Customer enquiry resulting from a Distributor Error.
2. If the Registry Operator decides to refund a Customer (in its absolute discretion), the Registry Operator will reimburse the Distributor an amount equivalent to the Fee paid by the Distributor to the Registry Operator for that Information Product and the Distributor must pay that refund to the Customer.  This clause 2 does not apply to any refunds caused by or contributed to by a Distributor Error.
3. The Parties agree that all amounts payable to the Distributor under clause 31.2 may be set-off against any amount payable by the Distributor to the Registry Operator under this Agreement and such an amount is the sole and exclusive remedy available to the Distributor (or any Approved Third Party or Customer) from the Registry Operator in respect of the circumstances giving rise to the requirement to refund and the Distributor releases (and will procure that any Approved Third Party or Customer releases) the Registry Operator from any claim to any other loss arising out of, or in connection with, the circumstances giving rise to the requirement to refund.

1. Any notice, demand, consent or other communication (a Notice) given under this Agreement must be in writing and sent by email, prepaid post or hand to the other party’s contact details set out in the Order Form (or as otherwise notified by that party in writing). Notice will be taken to be properly given:
   1. for delivery in person, when delivered; 
   2. for delivery by express post, 2 Business Days after the posting date and if posted by ordinary prepaid express post, 4 Business Days (if posted domestically) or 7 Business Days after the posting date (if posted to an overseas address); and 
   3. for email, the time the recipient confirms receipt by reply email or otherwise 3 hours after the email is sent unless the sender receives, within those 3 hours, an automated message the email has not been delivered. 
2. If a Notice would be taken to be given: (i) later than 5pm; or (ii) on a day that is not a Business Day, it will be taken to be given on the next Business Day. 

1. The State is entitled to the rights and benefits under this Agreement and/or any Order Form and may enforce the terms as if it were a party, however, the State has no responsibility for, or liability arising from, the Registry Operator’s obligations under this Agreement and/or any Order Form.
2. A party shall not assign or attempt to assign this Agreement and/or any Order Form or any right or obligation arising under this Agreement and/or any Order Form, without the prior written approval of the other party (which may not be unreasonably withheld) except that the Registry Operator may assign this Agreement and/or any Order Form or any right arising under this Agreement and/or any Order Form and novate its obligations under this Agreement and/or any Order Form to such person or entity as from time to time takes over the assets or assumes the functions of the Registry Operator relevant to the performance of this Agreement and/or any Order Form including, as applicable, the State (or its nominee) and you are deemed to consent to any such assignment and/or novation.
3. Any provision of this Agreement and/or any Order Form that is prohibited or unenforceable in any jurisdiction is ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That provision will be severed and does not invalidate the remaining provisions of this Agreement and/or any Order Form nor affect the validity or enforceability of that provision in any other jurisdiction.
4. Clauses 1 (Registry Operator Intellectual Property Rights), 8 (Distributor Intellectual Property Rights), 9 (Branding and Use of Registry Operator Marks), 10.3 (Approved Third Parties), 13 (Confidentiality), 14 (Registry Operator Data), 15 (Privacy and Data Security), 17 (Records and Compliance), 19 (Distributor’s Warranties), 20 (Distributor Acknowledgements), 21.5 (Distributor’s Access to Registry Operator’s Systems), 22.3 (Registry Operator Access Obligations), 23 (Indemnity), 24 (Liability), 26 (Insurance), 27.5 (Suspension), 29 (Effects of Termination) and 33 (General) survive termination or expiration of this Agreement and/or any Order Form, together with any other clause which by its nature is intended to do so.
5. A failure to exercise, or a delay in exercising, any right, power or remedy under this Agreement does not operate as a waiver.
6. The Agreement contains the entire agreement of the parties and supersedes all prior representations, agreements, statements and understandings whether verbal or in writing.
7. Nothing in this Agreement or its performance gives rise to any relationship of partnership, principal and agent, or employer and employee between the parties and no party has the right to assume or create any express or implied obligations of any kind in the name of the other party.
8. Any variation to this Agreement must be in writing.
9. This Agreement and the Order Form may be executed in counterparts each of which is deemed to be an original and which together constitutes one and the same agreement.
10. This Agreement is governed by the laws of the State in which the Registry Operator is based, which is set out in the Order Form. The parties irrevocably submit to the non‑exclusive jurisdiction of courts with jurisdiction in that State and waive any right to object to the venue on any ground.
11. In this Agreement, except where the context otherwise requires:
    1. a reference to a person, includes a natural person, partnership, body corporate, association or Government Agency or other entity; and
    2. the singular includes the plural and the plural includes the singular.