1. Allowing integration and disclosure of user data
(a) In order for the Integration Party to provide the Integration Services, Sine agrees to allow the integration, disclose User Data and make it known to the Integration Party subject to the terms of this Agreement and in consideration for the Integration Party agreeing to comply with its obligations under this Agreement and entering into this Agreement for the benefit of Sine.
(b) Neither the acceptance of this Agreement nor the disclosure of any User Data hereunder shall be construed as granting the Integration Party, either expressly or by implication, any licence or right to use the User Data (other than for the purposes of performing the Integration Services) for its own benefit or the benefit of any other person.
2. Confidentiality and publicity
(a) The Integration Party acknowledges and agrees:
(i) that User Data may comprise Personal Information;
(ii) that all User Data is the exclusive and valuable property of Sine and its Clients, and is received by the Integration Party in circumstances of strictest confidence;
(iii) that maintaining the confidentiality of the User Data is important to Sine and its Clients in order to maintain the value of the User Data and comply with all applicable privacy and data protection laws and regulations;
(iv) that the User Data is made available to the Integration Party because it is fundamental and critical to the Integration Services and that it is confidential in nature and provided for the sole purpose of the Integration Party performing the Integration Services;
(v) to collect, hold and use the User Data only for the purposes of performing the Integration Services;
(vi) to keep the User Data confidential and not disclose it or allow it to be disclosed to any third party except:
(A) with the prior written consent of Sine; or
(B) to the Integration Party’s Personnel and related bodies corporate who have a need to know (and only to the extent that each has a need to know) and are aware that the User Data must be kept confidential,
and the Integration Party must take or cause to be taken reasonable precautions necessary to maintain the secrecy and confidentiality of the User Data.
(b) The Integration Party will not make a public announcement relating to any of the matters provided for or referred to in this Agreement or any ancillary matter without the prior written consent of Sine unless such public announcement is required by law, by an order of a court of competent jurisdiction or by stock exchange rules.
3. Privacy and security
(a) In respect of the User Data, the Integration Party must, and must ensure its Personnel must, at all times:
(i) take such steps as are reasonable in the circumstances to:
(A) protect the User Data from misuse, interference and loss;
(B) protect the User Data from unauthorised access, modification or disclosure;
(C) maintain the safety, security, secrecy and confidentiality of the User Data;
(ii) not collect, hold, copy or use the User Data:
(A) other than for the purpose of performing the Integration Services and complying with its obligations under this Agreement;
(B) to contact or communicate with any Client or User without the prior written consent of Sine for any purpose other than to perform the Integration Services and comply with its obligations under this Agreement;
(iii) not disclose the User Data to any third party, or alter the User Data, without the prior written consent of Sine;
(iv) not sell, licence or otherwise deal with or commercially exploit the User Data;
(v) ensure that all User Data is segregated from (either virtually or physically) from the Integration Party’s other data;
(vi) ensure that its physical and IT security systems only permit the Integration Party’s properly authorised Personnel to access the User Data;
(vii) at Sine’s request, securely delete and destroy the User Data (or such of the User Data as desirable to Sine) that is in the Integration Party’s (or its Personnel’s) possession, power or control and provide Sine (to its satisfaction) with written confirmation and evidence of the same;
(viii) comply with each Australian Privacy Principle, the NDB Scheme, the Privacy Act and all other applicable privacy and data protection laws and regulations (including providing any required notices and obtaining any required consents);
(ix) comply with any privacy policy, terms of use and privacy, hosting and security whitepaper which have been adopted by or are binding on Sine (copies available on request) as if it were directly bound by them;
(x) implement, maintain, comply with, and report under, such technical, security and organisational measures (including processes, policies, safeguards, standards, structures and tools) as desirable to Sine to maintain the safety and security of the User Data;
(xi) do not store or allow the storage of the User Data outside Australia and not disclose or allow the disclosure of the User Data to any person outside Australia without Sine’s prior written consent;
(xii) promptly notify Sine in writing of any request made by an individual for access to or correction of the User Data and respond to such requests only in accordance with Sine’s reasonable directions;
(xiii) co-operate with Sine and comply with Sine’s reasonable directions in the resolution of any complaint in relation to the User Data;
(xiv) immediately notify Sine in writing, and give Sine full details, about any accidental or unauthorised access to, modification, use or disclosure of User Data, any destruction or damage to any User Data, and any other event whereby the integrity of the User Data has otherwise been compromised, and comply with Sine’s reasonable directions in relation to the same.
(b) The Integration Party acknowledges and agrees that:
(i) at no time while it is holding the User Data or otherwise does it have ownership of any rights, title or interest in, or have a lien or other security interest over the User Data;
(ii) the User Data is the property of Sine and its Clients.
4. Intellectual property
(a) The Integration Party acknowledges and agrees that all Intellectual Property Rights in the Services, and all Intellectual Property Rights created or developed from the Services, belong solely to Sine.
(b) To the full extent permitted by law, the Integration Party waives all its moral rights in existing and future copyright works created by the Integration Party in or in respect of the Services.
5. Integration services and clients
In relation to the Integrated Services:
(a) the Integration Services includes the development, configuration, provision, maintenance, security and use of, and technical support for, the API, the APIs interfacing with the Services, and the delivery, installation, provision, configuration, maintenance and security of, and technical support for, the Integration Services;
(b) for allowing the integration, Sine may charge such additional fees as notified by Sine to a Client prior to allowing the integration;
(c) the Integration Party must enter into its own agreement (and/ or terms of use) with a Client in relation to the Integration Services (the “Integration Party Agreement”) and the Integration Services will be the responsibility of the Integration Party and not Sine;
(d) the Integration Party must not allow, or assist, a Client, a User or any other third party to:
(i) modify or change any of the system settings that may alter the design of the Services, the Integration Services or the integration; and
(ii) modify any supplied IT and / or network infrastructure for the Services and the Integration Services including any cloud server where services are hosted or any onsite 4G wireless (or other) modems;
(e) Sine:
(i) is not a party to the Integration Party Agreement, is not required to provide, and is not responsible or liable for, the Integration Services, is not required to address or remedy any fault with the Integration Services and is not responsible for the billing or collection of any fees payable by a Client to the Integration Party for the Integration Services (or any amounts owed to a Client by the Integration Party); and
(ii) is not liable for any direct, indirect, incidental, special, consequential or exemplary loss or damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Sine has been advised of the possibility of such damages), resulting from:
(A) any act or omission of a Client, a User or the Integration Party;
(B) any change in, fault, interruption or any other issue with the Integration Services or the use of, or the inability to use, the Integration Services;
(C) any consequence, fault, interruption or any other issue arising with the Services that is a result of, or contributed to by, the Integration Services or the integration;
(D) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Integration Services;
(E) statements or conduct of a Client, a User, the Integration Party or any third party regarding the Services, the Integration Services or their integration;
(F) the Integration Party Agreement or any other agreement or terms of use between a Client and the Integration Party (or any breach or termination of the Integration Party Agreement or such other agreement or terms of use);
(G) any unauthorised access to or use of any cabinets, keys, access controls, or other hardware, software or equipment provided as part of the Integration Services or any loss, theft or damage to any cabinets, keys, access controls or other hardware, software or equipment provided as part of the Integration Services;
(H) any unauthorised or inadvertent access granted to a site (or part thereof) as a consequence of any act or omission (including user error) of the Client, a User, or third party, or any data, details, lists (including team collaborator lists, invite lists), authorisations or other information provided to Sine, or otherwise inputted, by the Client, hosts, a User, or any third party on behalf the same; or
(I) any other matter relating to the Integration Services;
(f) nothing contained or implied in this Agreement, in the making or performance of its terms, or in relation to the arrangements between Sine, the Integration Party and the Client shall constitute Sine the partner or agent of the Integration Party (or vice versa), will create or constitute, or be deemed to create or constitute, a partnership between the Sine and Integration Party for the purposes of any Partnership Act, the Income Tax Assessment Acts or any other law of any jurisdiction and no trusteeship shall be implied as between Sine and Integration Party. The Integration Party is not in any way (and must not hold itself out to be) an agent, employee, director, related body corporate, trustee or partner of the Sine and the Integration Party does not have authority to bind, or purport to bind, Sine or to act for, or to incur any obligation or assume any responsibility or liability on behalf of, Sine;
(g) if an Integration Party Agreement is terminated, or the Integration Party otherwise ceases or is unable to provide the Integration Services to a Client, any obligations on (but not rights of) Sine under this Agreement in respect of the Integration Services, the Integration Party and the integration also ceases.
6. Further undertakings
The Integration Party must not, without the prior written consent of Sine:
(a) claim ownership, rights, title or interest in, or register, or seek to claim or register, Intellectual Property Rights in the Services or the User Data;
(b) cause the Services or the User Data to be prejudicially affected or contested;
(c) make any alterations to the Services or the User Data;
(d) interfere with or inhibit the authorised use of the Services by any other person;
(e) do anything that will diminish the name or reputation of Sine, its business or the Services;
(f) access or use the Services or the User Data for any illegal or unauthorised purpose or for any malicious means, or to abuse, harass, threaten, intimidate or impersonate Sine, Sine Personnel, a Client, a User or any other person, entity or organisation;
(g) assist or encourage any third-party application to connect to and read User Data from the Services;
(h) engage in, or assist others to engage in, the reverse engineering, disassembly or decompilation of the Services or the User Data;
(i) access and use the Services through any interface other than provided or consented to by Sine;
(j) contact or communicate with any Client or User for any purpose other than to perform the Integration Services and comply with its obligations under this Agreement.
7. No representations and warranties
The Integration Party agrees that Sine has made no representation or warranty to it other than as expressly referred to in this Agreement and the Integration Party enters into this Agreement entirely on the basis of its own investigations and decisions and not in reliance on any act or representation made by Sine or any other person.
8. Indemnity and remedies
(a) The Integration Party indemnifies Sine (in its own right and as agent for any affected related body corporate) from all direct and indirect claims, demands, liabilities, losses, damages and expenses (including consequential loss or damage) that are suffered or incurred by Sine (or Sine’s Personnel or a related body corporate of Sine) as a result, whether directly or indirectly, of any breach of this Agreement by the Integration Party (or its Personnel).
(b) The Integration Party acknowledges that any breach by it of the provisions of this Agreement may cause continuing and irreparable damage and injury to Sine for which monetary damages would not be an adequate remedy. Sine shall have the right to enforce the provisions of this Agreement by seeking specific performance or injunctive or other relief in any Court and this Agreement shall not in any way limit the remedies in law or equity otherwise available to Sine.
9. General provisions
(a) The Integration Party’s obligations under this Agreement shall survive indefinitely, notwithstanding any termination or expiry of the Integration Services or this Agreement.
(b) The Integration Party’s obligations under this Agreement are in addition to, and do not limit or detract from, any duties or obligations owed by the Integration Party’s to Sine under statute, at common law, in equity or otherwise.
10. Definitions
(a) Unless otherwise defined in these additional Integration Party Terms, expressions have the same meanings given to them in the Terms(s) and the following expressions have the meanings in these additional Integration Party Terms as set out below:
(i) Australian Privacy Principle has the meaning given to that term in the Privacy Act;
(ii) Confidential Information means, in respect of Sine, all information, forms, know-how, specifications, processes, statements, formulae, trade secrets, drawings, records and data (and copies and extracts made of or from that information and data) whether relating to the past, present or future, and whether in written or oral form, concerning:
(A) the operations and dealings of Sine, its related bodies corporate and the Services;
(B) the organisation, finance, clients, markets, suppliers and intellectual property of Sine or its related bodies corporate,
which is not in the public domain (except by the failure of a party to perform and observe its covenants and obligations under this Agreement) and includes the content of this Agreement;
(iii) Intellectual Property Rights means all intellectual and industrial property rights (excluding moral rights) of every kind, including rights in respect of or in connection with: specialised knowledge; copyright (including future copyright); designs and circuit layouts; program/ data code; patents (whether issued or pending); any code, log-in, alias or password; social media; any internet domain name (and related domain or subdomain services), IP address, URL or email address; inventions; trade marks and service marks (whether registered or unregistered); trade name; know-how; confidential information; reputation; trade secrets and goodwill, whether arising before or after the date of this Agreement, whether registerable or otherwise and whether registered or unregistered and includes any right to registration. It also includes any such Intellectual Property Rights that are registered, or identified, in the name of any other person whether or not ostensibly held on trust for the party;
(iv) NBD Scheme means the notifiable data breaches scheme under Part IIIC of the Privacy Act;
(v) Personal Information has the meaning given to that term in the Privacy Act;
(vi) Personnel means, in relation to a party, that party’s officers, employees, agents, consultants, representatives, contractors and sub-contractors (including employees of contractors and sub-contractors);
(vii) Privacy Act means the Privacy Act 1988 (Cth);
(viii) related body corporate has the meaning given to that term in the Corporations Act 2001 (Cth);
(ix) User Data means all information (including Personal Information), materials, data, datasets and databases provided by, or on behalf of, a User, a Client or Sine in using, or in relation to, the Services and all information, materials, data, datasets and databases created, produced or derived from the same; Confidential Information of Sine; and any other information and data provided to the Integration Party by Sine, its Clients or other Users (including phone numbers and email addresses).
