End User License Agreement

Version V1.9

IMPORTANT – READ CAREFULLY:

This End-User Licence Agreement (“EULA”) is a legal agreement between you, the end user including any of your employees, agents, contractors, representatives and/or assigns (“you”) and Infomedia Pty Ltd ABN 63 003 326 243 (“Infomedia”, “we”, “us”, or “our”) and governs your access to and use of all or any part of the Service(s). By clicking “I agree” or accessing the Service(s), you agree to be bound by these terms and conditions, (as may be amended, replaced or superseded from time to time at the unilateral discretion of Infomedia). If you do not agree to these terms and conditions in their entirety and without modification, you are not authorised to use or access the Service(s).

BACKGROUND

A. Infomedia has developed and commercialised the Service(s).

B. The Automaker has agreed to provide, and has licensed Infomedia to process and supply, the Information (as defined below). That Information may be incorporated in one or more instances of the Service(s).

C. You represent that you are an Authorised User and wish to use the Service(s) in accordance with the terms of this EULA.

D. Infomedia has agreed to grant you a non-exclusive, non-transferable licence to use the Service(s), Information and the Infomedia Interfaces (if applicable), subject to the terms and conditions set out in this EULA.

1. DEFINITIONS

1.1 The following capitalised terms shall have the meaning given in this EULA:

Account Credentials means any combination of the unique login details, passwords, codes, security dongles and/or any other similar devices provided by an Authorised Supplier for the purposes of using or accessing the Service(s).

Affiliate means, with respect to a legal entity, any other legal entity that directly or indirectly controls, is controlled by, or is under common control with that legal entity, where “control” means the power to direct or cause the direction of the management and policies of such legal entity, whether through the right to appoint or remove a majority of the board of directors (or equivalent governing body), ownership of voting securities, by contract, or otherwise.

Agreement means the written terms between Infomedia and the entity or person(s) identified as the “Customer” in the relevant agreement (“Customer”) applicable to your use of the Service(s), which may take the form of a master services agreement, an order form with subscription terms and conditions or other written document(s) forming a legally binding agreement, as applicable.

AI means artificial intelligence.

AI Functionality means any AI-enabled functionality, features or services used or provided in connection with the Service(s).

AI Terms means Infomedia’s terms relating to the use of AI Functionality, found at [https://www.infomedia.com.au/legal/ai-terms] (as updated, amended, replaced or superseded from time to time), and which forms part of this EULA.

Applicable Data Protection Laws means data protection, privacy or personal information laws or regulations in any jurisdiction applicable to the Processing of Personal Data under the Agreement (as updated, amended, replaced or superseded from time to time).

Authorised Purpose means your use of the Service(s) for the purpose described in the Agreement or, where no such purpose is specified, your use as is reasonably necessary in order for the Customer to receive the intended benefit of the Service(s) and for no other purpose.

Authorised Supplier means Infomedia, its Affiliates and any authorised distributor of Infomedia or its Affiliates.

Authorised User means a person or entity which:

(a) is authorised by the Customer to access and use the Service(s) under the Agreement;

(b) is authorised to use the Information in connection with the Service(s) by the Automaker or by one of its authorised representatives; and

(c) to the extent an Interface is incorporated into the Service(s), holds a valid licence or other such right to use any third-party software to which the Interface connects.

Automaker means the original equipment manufacturer entity or distributor who is the owner or rightful licensee of the technical information that forms part of the Information.

Business Day means any day which is not a Saturday, Sunday or designated public holiday where you are located.

Competing Productmeans any software product, platform, tool, application, interface or service that performs the same or substantially similar functions as the Services and/or the Interface, or that is marketed to the same or a substantially similar customer base as the Services and/or the Interface, whether offered commercially or made available as open source.

Competitive Purposemeans any use of the Service(s) or any data, output, or information derived from the Service(s), that is intended to, or that does in fact: (a) assist in the design, development, testing, training, or improvement of a Competing Product; (b) enable any person to replicate, emulate, or substitute for the Service(s) or any material feature or functionality of the Service(s); or (c) provide competitive intelligence or benchmarking advantage to the Customer or any third party in relation to Infomedia’s business, technology, or pricing.

Confidential Informationmeans all information acquired by the receiving party in connection with the Service(s), the Agreement and this EULA, including: (a) information concerning the technology, personnel, policies, customers or business strategies of the disclosing party; (b) information relating to the Service(s) and/or the Fees; (c) the Customer Data and (d) all other information relating to the disclosing party, including its products, business activities, finances, Intellectual Property, marketing or promotional information, policies and personnel, but not information that: (i) either is or becomes available to the public other than as a result of a breach of an obligation of confidentiality; or (ii) the receiving party can demonstrate was already in the receiving party’s possession at the time of receipt or becomes lawfully available to the receiving party on a non-confidential basis from a third party entitled to make disclosure.

Customer Data means any information, materials, documents and other data in any form uploaded to, collected by, generated through, or otherwise provided to the Service(s) by or on behalf of the Customer or its Authorised Users in connection with your use of the Service(s), including Personal Data and the Customer’s Confidential Information, but excluding Infomedia Material.

Derived Data means metadata and any other data, analytics, insights, statistics, trend information, benchmarking information or other derivative works generated, created, compiled or derived by Infomedia through its analytical processes and procedures, including in connection with the provision or use of the Service(s), Customer Data and/or Information. For the avoidance of doubt, Derived Data includes aggregated, de-identified and anonymised data sets, but does not include Customer Data in identifiable form and does not identify, or reasonably permit the identification or re-identification of, the Customer, any Authorised User or any other individual.

Fees mean the subscription price and all other fees and charges payable by the Customer from time to time to the Authorised Supplier and any other entity (as applicable) related to your use of the Service(s), as detailed in the Agreement(s).

Information means any information, data, content and/or materials relating to motor vehicles, motorcycles, and any other machines, equipment or products marketed or distributed by the Automaker, including but not limited to parts information, pricing information, replacements, updates, modifications, derivative works and other related information, as made available to you from time to time through the Service(s) by the Authorised Supplier in human-readable or machine-readable form. For the avoidance of doubt, Information does not include Customer Data and/or Derived Data.

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks (including any goodwill acquired therein), service marks, trade names, patents, trade secrets, know-how, Confidential Information, inventions, discoveries, Moral Rights, and all other intellectual property and proprietary rights (whether registered or unregistered) as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization 1967, together with all rights to enforce any of the foregoing, that exist or may exist anywhere in the world.

Interface means any application programming interface and any other proprietary processes, systems, software, hardware, specifications, data formats, security codes, scripts and related Intellectual Property Rights developed, owned, licensed or otherwise made available by either Infomedia or a third party that enables the transfer, exchange or interoperability of data between the Service(s) and any third-party system or application, including any updates, modifications or enhancements.

Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as updated, amended, replaced or superseded from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any other law of the Commonwealth of Australia), that exist or that may come to exist, anywhere in the world.

Personal Data means information about an identified or identifiable natural person, or which otherwise constitutes “personal data”, “personal information”, “personally identifiable information” or similar terms as defined in Applicable Data Protection Laws.

Processing (and Process and Processed) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

Service(s) means the proprietary ‘software as a service’ owned and developed by Infomedia as supplied to you pursuant to this EULA, and includes without limitation any Interface offered in conjunction with the Service(s). This definition shall be deemed to include all user interfaces and designs, documentation, printed materials, images, data, data formats, processes, software, hardware specifications, security codes and other Intellectual Property Rights, including any updates and revisions to any of the foregoing made available as part of the Service(s) and/or the Interface (as applicable).

User Equipment means computer equipment and/or compatible devices, internet access with sufficient bandwidth to use the Service(s) and which meet the minimum specifications required to run the Service(s) which are displayed here or as may be separately advised by Infomedia.

You or you means you, the licensee who is party to this EULA, including any of your employees, agents, contractors, representatives and/or assigns.

1.2 To the extent of any inconsistency between this EULA and the Agreement, the Agreement shall prevail.

2. GENERAL

2.1 This EULA commences on your initial use of the Service(s) and continues until the EULA or Agreement is terminated pursuant to its terms or by operation of applicable law (“Term”).

2.2 The Service(s) are offered on an ‘as is, where is’ basis and will be supplied in the format and configuration determined by Infomedia.

3. USE OF THE SERVICE

3.1 Infomedia grants you a non-exclusive, non-transferable licence to use the Service(s) and Infomedia Interfaces (if applicable) solely for the Authorised Purpose on the terms of this EULA, subject to:

(a) Your ongoing compliance with the terms and conditions set out in this EULA and the Agreement;

(b) payment of the Fees by the Customer; and

3.2 You may only access the Service(s) if:

(a) You are an Authorised User; and

(b) all Fees for your use of the Service(s) are paid by the Customer when due under the Agreement.

3.3 You represent and warrant that:

(a) you are competent, trained in the use of the Service(s) and will comply with the terms of this EULA;

(b) to the extent instances and/or features of the Service(s) are suitable for use only by suitably qualified vehicle service technicians, you shall only use them if you meet the required qualifications; and

(c) you are aware of the limitations of the Service(s) (which are based on user input and use manufacturer recommendations), including limitations relating to AI-generated recommendations (where applicable), and you will apply your technical skills and knowledge in reviewing and implementing any recommendations.

3.4 You must:

(a) keep all copies of the Service(s) and Information secure and maintain accurate and up-to-date records of the number and locations of all copies of the same;

(b) supervise and control use of the Service(s) and Information and, to the extent the same is used by your employees, agents, contractors and representatives, ensure all such use is in accordance with the terms of this EULA and be responsible for breaches by those parties as if they were your own;

(d) at your cost provide and maintain the User Equipment needed to access and use the Service(s); and

(e) implement appropriate technical, administrative and physical safeguards and security measures designed to prevent any unauthorised access to Customer Data, Account Credentials, Information and any Personal Data or any Intellectual Property Rights owned by Infomedia, the Automaker or any third party (as the case may be).

3.5 You shall not at any time, directly or indirectly, except as expressly set out in this EULA or to the extent permitted by law:

(a) attempt to utilise the Service(s) to establish any ability to interface, inter-operate with or transfer data to or from, any other third-party system other than as per the configuration in which the Service(s) is offered to you by Infomedia;

(b) use the Service(s), Information or Infomedia’s Confidential Information for any purpose whatsoever related to the development, implementation, use, training or deployment of machine learning or AI systems whether public or private;

(c) copy the Service(s) or Information or any part of it except where such copying is incidental to normal use of the Service(s), or where it is necessary for the purpose of back-up or operational security;

(d) translate, merge, adapt or vary the Service(s) or Information;

(e) use any part of the Service(s) or the Information for or on behalf of any unauthorised person, entity or organisation, nor permit any unauthorised person, entity or organisation to utilise, obtain or copy any part of the Service(s), your Account Credentials or the Information;

(f) lend, sub-licence, loan, pledge rights to or grant access to the Service(s) or the Information to any third party whatsoever;

(g) make or permit to be made any additions or modifications to the Service(s) and/or the Information. Any unauthorised modifications to the Service(s) and/or the Information may be considered an infringement of copyright and other laws governing Intellectual Property Rights;

(h) attempt in any manner to reverse engineer, decompile or disassemble the Service(s) or any part of it or create derivative works based on the whole or any part of the Service(s) or Information whether manually, by the use of robotic scripts or any other automated tool or process or any other means whatsoever;

(i) access the Information by any means other than via the Service(s) or Interface;

(j) use the Service(s) for any purpose other than the Authorised Purpose;

(k) access or use the Service(s) or the Information for any Competitive Purpose; and

(l) permit, induce or otherwise encourage any other person or party to do anything of the things prohibited by this clause 3.

3.6 Any misuse or attempt to alter the scope of the Service(s) or any Interface shall be deemed a material breach of this EULA, in which case, clause 8 shall apply.

3.7 Without limiting clause 3.5, you must not:

(a) use the Service(s) or any Information to evaluate, analyse, or document the features, functionality, performance, architecture, or user experience of the Service(s) for the purpose of replicating or competing with the Service(s) or to design, build, test, train, or improve any Competing Product;

(b) use any output generated by the Service(s) as training data, fine-tuning data, or evaluation data for any machine learning model, algorithm or AI-system;

(c) permit any employee, contractor, or agent who is involved in the development of a Competing Product to access the Service(s);

(d) share, disclose, or make available any information derived from the Service(s) (including performance data, pricing data, feature comparisons, or output data) to any third party for the purpose of developing or improving a Competing Product; or

(e) use the Service(s) in any manner that exceeds the applicable usage limits or in a manner that imposes a disproportionate load on Infomedia’s infrastructure.

3.8 If you become aware of any unauthorised access to or use of the Service(s) or your Account Details (including, but not limited to, for a Competitive Purpose), you must:

(a) immediately revoke that person’s access to the Service(s);

(b) immediately notify the Authorised Supplier by email to legal@infomedia.com.au, outlining reasonable details of the breach and the steps taken by you to remedy it; and

3.9 You acknowledge that:

(a) Infomedia may immediately suspend your access to the Service(s) without notice if Infomedia reasonably believes the Customer is in breach of the Agreement or an Authorised User is in breach of this clause 3;

(b) Infomedia will notify you of the suspension under this clause as soon as reasonably practicable;

(c) Infomedia may, in its sole discretion, monitor, restrict, suspend, limit or alter any Account Credentials which Infomedia suspects may have been compromised;

(d) Infomedia shall not be liable for any loss or damage caused by unauthorised use of any compromised Account Credentials, or by any inability to use or access the Service(s) arising from a suspension or limitation implemented in accordance with this clause;

(e) in addition to any other remedy available at law or in equity, Infomedia is entitled to seek urgent injunctive or other equitable relief to restrain any actual or threatened breach of this clause 3 without the need to prove actual damage or to post any bond or other security;

(f) Infomedia’s right to seek injunctive relief under this clause is in addition to, and does not limit, any other rights or remedies available to Infomedia, including termination of this EULA under clause 8 and the recovery of damages; and

(g) your obligations under this clause 3 survive termination or expiry of the Agreement.

3.10 Upon subscribing to the Service(s), the Authorised Supplier will provide you with Account Credentials to enable access to and use of the Service(s) via your User Equipment. You agree that you must keep your Account Credentials secure and confidential and must not disclose or permit any other person to use your Account Credentials. You are solely responsible for maintaining the security and strict confidentiality of your Account Credentials and for all access to and use of the Service(s) through your Account Credentials, whether authorised or not. You further acknowledge and accept that you will be deemed responsible for any and all activities that occur in connection with your Account Credentials.

4. DATA UPDATES

4.1 Infomedia may at its discretion implement replacements, updates and other modifications to the Service(s) from time to time, including updates to the Information. Any reference to the Service(s) in this EULA shall include all such replacements, updates and modifications from time to time.

4.2 Any replacement, update or modification of any part of the Service(s) shall become part of the Service(s) and your rights to use such replacement, update or modification shall be governed by the terms of this EULA.

4.3 Infomedia is under no obligation to perform, make or develop any specific enhancements to or customisation of the Service(s).

5. AI TERMS

Where AI Functionality is included in the Service(s), you shall comply with the AI Terms.

6. INTELLECTUAL PROPERTY

6.1 You acknowledge that:

(a) as between Infomedia and the Customer, the Customer retains all right, title and interest in and to the Customer Data, subject to any rights of individuals in their Personal Data under Applicable Data Protection Laws;

(b) to the extent Customer Data includes Personal Data, individuals may retain statutory privacy and data protection rights in relation to that Personal Data independent of this EULA and any Agreement under Applicable Data Protection Laws;

(d) Infomedia acts only in the capacity set out in the Agreement in relation to Customer Data and does not acquire any ownership rights in Customer Data by virtue of providing the Service(s);

(e) Infomedia may collect, access, use, store, host, process, combine, analyse and otherwise Process Customer Data (including Customer Data from multiple customers, dealers, Authorised Users and instances of the Service(s)) to: (i) provide, operate, support and maintain the Service(s); (ii) maintain, evaluate, develop, train, enhance and improve the Service(s) and any other products, services, technologies, analytics, tools and capabilities of Infomedia and/or any of its Affiliates; (iii) create, generate, compile and derive Derived Data; (iv) respond to a support request; (v) fulfil its obligations under the Agreement and this EULA; and (vi) otherwise comply with applicable laws;

(f) all Intellectual Property Rights in the Service(s), Information, Interface and Derived Data, belong to Infomedia and/or its licensors, and except for the limited rights expressly granted under this EULA, and you acquire no right, title or interest in or to the Service(s), Information, Interface, Derived Data or any related Intellectual Property Rights;

(g) subject to Applicable Data Protection Laws, Infomedia may use, reproduce, modify, adapt, publish, disclose, distribute, licence, sell, commercialise and otherwise exploit Derived Data for any lawful business purpose; and

(h) you have no right to access or receive the Service(s) or Information in source code form.

6.2 Any comments, suggestions, ideas, recommendations, enhancement requests, corrections, improvements or other feedback relating to the Service(s), Information or Infomedia Interfaces (“Feedback”) provided by you or any Authorised User are voluntary. You assign all Intellectual Property Rights in the Feedback to Infomedia. Infomedia may freely use, reproduce, modify, disclose, licence, distribute and otherwise exploit the Feedback in any manner and for any purpose without compensation, approval or any other obligation to you or any Authorised User.

6.3 The Service(s), Information and Interface may contain content, materials or other Intellectual Property Rights owned by third-party licensors. Such Intellectual Property Rights are protected by applicable laws and this EULA. Your use of the Service(s), Information and Interface is subject to any applicable licence restrictions, copyright notices and other proprietary rights notices made available by Infomedia from time to time.

7. PAYMENTS

7.1 The Customer is responsible for payment of the Fees under the Agreement. Your right to access and use the Service(s) is subject to those Fees being paid when due under the Agreement.

7.2 Non-payment of the Fees by the Customer may result in your access to the Service(s) being restricted, suspended or terminated in accordance with the terms of the Agreement and this EULA.

8. TERMINATION

8.1 You may terminate this EULA at any time by sending a notice to legal@infomedia.com.au which will be effective the greater of (a) 90 days; or (b) if you have a current subscription, at the end of that subscription.

8.2 This EULA shall automatically terminate if:

(a) You cease to be an Authorised User;

(b) Your right to use the Information or Interface ceases or is suspended; or

(c) Infomedia is no longer licensed by the Automaker or other licensor to supply the Information or is not authorised to provide any other third-party component of the Service(s).

8.3 Infomedia shall be entitled to terminate this EULA if you breach any term of this EULA or the Customer breaches the Agreement and such breach entitles Infomedia to suspend or terminate access to the Service(s), and in either case, the relevant breach is not remedied within 14 days after notice by Infomedia or the Authorised Supplier.

8.4 Infomedia may immediately and without any notice to you, suspend or terminate this EULA in the event:

(a) Fees are overdue for payment (or any part of them) by the Customer;

(b) You infringe any Intellectual Property Rights vested in the Service(s) or the Information, or allow others to misuse your Account Credentials, or engage in any act or omission that would be a material breach of clauses 3.4, 3.5 or 3.7 of this EULA, or if Infomedia reasonably suspects that you may have done one or more of the foregoing;

(d) Your use of the Service(s) would or is likely to violate any applicable laws, or is in breach of any applicable trade sanctions; or

(e) the Customer is in breach of any Agreement (including where You act in a manner that causes, contributes to or results in breach of any Agreement by the Customer).

8.5 If you cease to be an Authorised User or your right to use the Service(s), Information or Interface ceases or is suspended, you must promptly notify the Authorised Supplier.

8.6 If this EULA is terminated for whatever reason, your Account Credentials will be disabled without further notice and you must immediately cease using the Service(s). Infomedia shall not be liable howsoever arising from the suspension, cancellation or termination of this EULA or the disabling of Account Credentials.

8.7 On termination of this EULA for any reason:

(a) You must immediately cease all use of the Service(s) and all licences granted to you shall immediately terminate;

(b) You must promptly destroy, delete or otherwise dispose of all copies of the Service(s), Infomedia’s Confidential Information and the Information in your possession, custody or control;

(c) Infomedia may retain a copy of Customer Data to the extent required by applicable law, as reasonably required for internal compliance purposes and as otherwise authorised under this EULA or the Agreement; and

(d) clauses which, by their nature, are intended to survive termination continue in force.

8.8 Termination of this EULA for any reason does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this EULA which existed at or before the date of termination.

9. WARRANTIES, ACKNOWLEDGEMENTS AND LIABILITY

9.1 Infomedia warrants that the Service(s) will perform substantially in accordance with its published specifications for the Term.

9.2 INFOMEDIA DOES NOT WARRANT ANY OF THE FOLLOWING MATTERS:

(a) that the Service(s), Information and/or Interface is correct, accurate or error free;

(b) the accuracy or completeness of Information supplied by the Automaker/s;

(c) that the Customer Data will be available or retrievable following expiration or termination of this EULA (and you should maintain backups as appropriate);

(d) that access to, operation or use of the Service(s), Information and/or Interface will be timely, secure or uninterrupted; and

(e) that the Service(s), Information and/or Interface will meet your requirements.

9.3 You acknowledge that the Service(s) may enable or assist you to access the website content of third parties via third party websites (“Third Party Website”) and that you do so solely at your own risk. Infomedia:

(a) makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any Third Party Website, or any transactions completed, and any contract entered into by you, with any such third party;

(b) does not endorse or approve any Third Party Website nor the content of any of the Third Party Website made available via the Service(s);

(c) is not party to any contract entered into and any transaction completed via any Third Party Website – such contract and transaction is between you and the relevant third party only;

(d) recommends that you refer to the terms and conditions and relevant privacy policy of the Third Party Website, prior to using the relevant Third-Party Website.

9.4 You acknowledge and warrant that the Service(s) have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Service(s) meet your requirements.

9.5 You undertake that You:

(a) will not at any time use the Service(s), or any reports generated by or Information extracted from the Service(s), in a way likely to mislead or deceive, cause confusion, or prejudice the distinctiveness or value of the Service(s), or likely to prejudice the goodwill or reputation of Infomedia, the Automaker or any other party; and

(a) will comply with all the requirements of this EULA and all applicable laws, standards, regulations in the use of the Service(s).

9.6 TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN THE EVENT OF A BREACH OR DEFAULT BY INFOMEDIA OF ITS OBLIGATIONS TO YOU UNDER THIS EULA, INFOMEDIA’S AND ITS AUTHORISED SUPPLIER’S ENTIRE AND AGGREGATE LIABILITY, AND YOUR EXCLUSIVE REMEDY, SHALL BE INFOMEDIA’S:

(a) REPERFORMANCE, REPAIR OR REPLACEMENT OF THE SERVICE(S) THAT DOES NOT MEET INFOMEDIA’S LIMITED WARRANTY; OR

(b) RETURN TO THE CUSTOMER OF THE FEE PAID FOR YOUR USE OF THE SERVICE(S), CAPPED AT A LIMIT OF THREE (3) MONTHS’ FEES.

9.7 THIS EULA SETS OUT THE FULL EXTENT OF INFOMEDIA’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE SERVICE(S) AND INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, INFOMEDIA, ITS LICENSORS AND AUTHORISED SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS WHETHER EXPRESSED OR IMPLIED WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN, THIS EULA WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE(S), THE INFORMATION AND/OR THE INTERFACE. THE LIMITED WARRANTY CONTAINED HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS AND REMEDIES IN CLAUSE 9.6 ONLY.

9.8 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, INFOMEDIA, ITS LICENSORS AND AUTHORISED SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA OR INFORMATION, WASTED EXPENDITURE, OR OTHER PECUNIARY LOSS, OR ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, CHARGES OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, OR EXEMPLARY DAMAGES), ARISING OUT UNDER THIS EULA OR IN CONNECTION WITH THE SERVICE(S) OR INFORMATION, EVEN IF INFOMEDIA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE FORESEEABLE.

9.9 Nothing in this EULA shall limit or exclude our liability that cannot be limited or excluded by applicable law.

9.10 Any amount recovered by Customer under the Agreement in respect of an act, event or circumstance shall be taken into account, and reduce, Infomedia’s liability to you under this EULA in respect of the same act, event or circumstance, and vice versa. This clause does not limit any right or remedy that cannot be excluded or restricted by applicable laws.

9.11 You acknowledge that a breach or threatened breach of this EULA may cause Infomedia and/or the Authorised Supplier irreparable harm for which damages may be an inadequate remedy and accordingly, Infomedia and/or the Authorised Supplier may seek injunctive or other equitable relief, in addition to any other rights or remedies available at law or in equity, without any obligation to post any bond or similar security.

10. FORCE MAJEURE

Infomedia will not be liable for any inability to perform our obligations if such inability is due to any cause or event beyond its reasonable control, including without limitation, failure of public or private telecommunications networks.

11. CONFIDENTIALITY

You shall keep all Confidential Information disclosed by the Authorised Supplier strictly confidential and shall not disclose or use such Confidential Information except solely for the Authorised Purpose as permitted under this EULA. This obligation shall survive termination of this EULA.

12. PRIVACY

12.1 We value your privacy. Our obligations relating to Personal Data are set out in our Privacy Policy as updated, amended, replaced or superseded from time to time. Our Privacy Policy is incorporated into this EULA and applies to your use of the Service(s). This provides you with information about who we are, how we Process Personal Data in connection with the Service(s), for what purposes and the rights of individual data subjects in relation to their Personal Data and how to exercise them.

12.2 To the extent that we Process Personal Data in the role of a processor or service provider on behalf of the Customer, the Data Processing Addendum (as may be as updated, amended, replaced or superseded from time to time) shall apply and as between Infomedia and the Customer under the Agreement unless an alternative DPA has been separately negotiated between Infomedia and the Customer (“DPA”), in which case that alternative DPA applies for the purposes of this clause. The DPA (if applicable) is incorporated into this EULA and applies to your use of the Service(s). To the extent of any inconsistency between this EULA and the DPA in relation to the Processing of Personal Data, the DPA prevails.

12.3 By using the Service(s), Personal Data relating to you or other individuals (including vehicle owners, drivers, customers and prospective customers) may be provided to, uploaded to or otherwise Processed through the Service(s). You acknowledge that to the extent you provide, upload or otherwise deal with Personal Data through the Service(s), you do so solely on behalf of the Customer and warrant that:

(a) You are authorised by the Customer to provide such Personal Data to Infomedia through the Services(s); and

(a) You will only provide Personal Data through the Service(s) in accordance with the Customer’s instructions and applicable policies notified to you from time to time by the Customer.

12.4 Infomedia may, from time to time, collect and store certain data relating to your access to and use of the Service(s) including but not limited to browser “cookies”. Our use of cookies is governed by our Cookie Policy as updated, amended, replaced or superseded from time to time. Our Cookie Policy is incorporated into this EULA and applies to your use of the Service(s).

13. GOVERNING LAW AND JURISDICTION

13.1 The governing law applicable to this EULA and the exclusive venue applicable to all disputes arising in connection with it shall be determined by the location of your principal place of business (“Domicile”) as follows:

Your Domicile	Governing Law	Venue (courts)
Australia and New Zealand	Australia (NSW law)	New South Wales
United Kingdom	England & Wales	London
Europe	England & Wales	London
Pacific & Asia	Australia (NSW law)	New South Wales
Americas; Canada	Georgia USA	Atlanta Georgia
Middle East; Africa	England & Wales	London
Rest of world	England & Wales	London

13.2 You hereby irrevocably consent to the personal jurisdiction and venue of the courts listed above. In all cases, the application of law shall be without regard to any conflicts of laws principles.

14. MISCELLANEOUS

14.1 Each party shall comply with export control laws in the use of the technology available under this EULA.

14.2 Infomedia may, at any time novate, assign or sub-contract all or part of its rights and obligations under this EULA. This EULA may not be novated, assigned or sub-contracted by you without the prior written authorisation of Infomedia, which shall not be unreasonably withheld.

14.3 By using the Service(s) and as part of this EULA, you consent to the Authorised Supplier using e-mail and other means of communication to provide you with information regarding the Service(s) or other services that are in use by you or that might be adopted and implemented by you.

14.4 Infomedia reserves the right to make reasonable changes to this EULA from time to time. For changes that do not materially and adversely affect you, your continued access to or use of the Service(s) after such notice shall constitute acceptance of the revised EULA. Changes that materially and adversely affect you require your express acceptance. You acknowledge and agree that Infomedia reserves the right to make these changes. Your continued access to or use of the Service(s) after any such change shall constitute your consent to such change.

14.5 Infomedia shall communicate announcements of general interest by posting on its website or directly within the Service(s).

14.6 Infomedia shall provide legal notices specific to you by email to the address provided by you. You must promptly notify Infomedia if your email address for notice changes. Except as otherwise specified in the EULA, all notices from you must be in writing and sent to legal@infomedia.com.au and marked ‘EULA – LEGAL NOTICE’.

14.7 This EULA is drafted in the English language, which shall be the only authoritative and binding version. Any translation of this EULA is provided for convenience only and shall have no legal effect. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

14.8 This EULA, together with the Privacy Policy, DPA and Cookie Policy incorporated into it, constitutes the entire agreement and understanding between you and Infomedia in relation to the use and supply of the Service(s). The Customer’s use of the Service(s) is additionally governed by the Agreement.

Last updated: July 2026