AI Terms - Infomedia™

These AI Terms (“AITerms”) govern the use of any artificial-intelligence-enabled functionality, features or services in relation to the Services. These AI Terms form part of the Agreement relating to the Services and are binding on you.

1. Definitions and Interpretation

1.1 The following definitions apply in these AI Terms:

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 Customer in the relevant Agreement (“Customer”) governing the Customer’s use of the Services, which may take the form of a master services agreement (MSA), end user license agreement (EULA), order form, online subscription terms and conditions or other written document(s) forming a legally binding agreement, as applicable.

AI Feature means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology. The AI Features form part of the Services for purposes of the Agreement.

AI Technology means:

(a) any and all machine learning, deep learning and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks and other AI tools or methodologies; and

(b) all software implementations of any of the foregoing and related hardware or equipment.

Automaker means the original equipment manufacturer entity or business entity that is the owner or rightful licensee of the technical information and underlying data that forms the Information.

Authorised User means a person or entity which is authorised by the Customer to use an AI Feature.

DPA means the Data Processing Addendum.

High-Risk Scenario means any use that may reasonably be expected to have the potential to result in death, personal injury, or significant property or environmental damage, including medical diagnosis or treatment, emergency response, aviation, nuclear facilities, or autonomous vehicles.

Information means information relating to motor vehicles, motorcycles, and all other machines, equipment and products marketed and distributed by an Automaker including but not limited to parts, prices and update information.

Infomedia means Infomedia Pty Ltd ABN 63 003 326 243 and, as applicable depending on the counterparty to the Agreement, refers to its Affiliate/s. References to “us”, “we”, “our” and similar terms refer to Infomedia.

Input means information, data, materials, text, prompts, images, code or other content that is:

(a) input, entered, posted, uploaded, submitted, transferred, transmitted or otherwise provided or made available by or on behalf of the Customer or any Authorised User for processing by or through an AI Feature; or

(b) collected, downloaded or otherwise received by an AI Feature for or on behalf of the Customer or any Authorised User, including, in each case, for purposes of modifying, refining, adapting or customising an AI Feature by, for, or on behalf of Customer.

but, excluding any information, data, materials, text, prompts, images, code or other content licensed by Infomedia from a third party and incorporated into the Services.

Interface means the proprietary processes and systems developed by Infomedia or any other third party, including but not limited to, software, hardware, specifications, data formats, security codes and other intellectual property, allowing for the transfer of data between the Service and any third party system or systems.

Output means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to Input or from use of an AI Feature by or on behalf of the Customer or its Authorised Users.

Service(s) means the proprietary ‘software as a service’ owned and developed by Infomedia as supplied to You pursuant to the Agreement, and includes without limitation any Interface offered in conjunction with the Service. 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, including any updates and revisions to any of the foregoing made available as part of the Service and/or the Interface (as applicable).

SOW means a Statement of Work or Order Form issued pursuant to the Agreement relating to the Services.

Third Party IPR means intellectual property or confidential information belonging to a third party.

1.2 In these AI Terms the following rules of interpretation apply in addition to any rules of interpretation in the Agreement, unless the contrary intention appears or context otherwise requires:

(a) Capitalised terms used but not defined in these AI Terms shall have the meanings set out in the Agreement.

(b) To the fullest extent possible, the rights, obligations and limitations set out in these AI Terms shall be interpreted as applying in addition to the rights, obligations and limitations set out in the Agreement.

(c) In the event of a conflict between these AI Terms and any other terms in the Agreement (including any MSA, online subscription terms and conditions or EULA), the following order of precedence applies solely with respect to the AI Features:

(i) the applicable SOW;

(ii) the DPA (with respect to any personal information);

(iii) these AI Terms;

(iv) the MSA or online subscription terms and conditions (as applicable);

(v) the EULA (if any); and

(vi) any other terms comprising the Agreement.

2. Updates to these AI Terms

2.1 Modifications.We may amend these AI Terms (each an “Update”) where we have a reasonable basis for doing so including as needed to reflect: (a) changes in applicable law or government guidance; (b) the introduction of new AI Features or material changes in existing AI Features; (c) changes in Infomedia’s business or security practices; and (d) changes to market practices relating to AI Technology. Updates will be notified to you by email or by notification through the service or our website at www.infomedia.com.au. Unless otherwise stated, such Updates take effect upon posting, and your continued access to or use of the AI Feature after the effective date of any Update constitutes acceptance of the Update to the AI Terms.

2.2If you reasonably consider that an amendment materially and adversely affects your rights or obligations, you may terminate the affected AI Feature within thirty (30) days of the variation by providing Infomedia with no less than thirty (30) days’ written notice (email permitted). Where you rightfully exercise your right to terminate under this clause 2.2, no early termination fee shall apply.

2.3 Changes in law. If Infomedia determines that the provision or use of any AI Feature included within the Services is, or will become, unlawful, or that any change in applicable law, regulation or governmental guidance adversely affects, or is likely to do so, Infomedia’s use or provision of the AI Feature, Infomedia may change the Services and make other modifications to immediately cease using, providing or permitting the use of the AI Feature to the Customer. Where such cessation materially adversely impacts your use of the Services, we shall make reasonable adjustment(s) to any fees we are charging which relate to the AI Feature.

3. Our use of AI Features and AI Technology

3.1 Use of AI Features. You acknowledge and agree that we may incorporate AI Features in our performance of the Services. Our use of AI Features will be in accordance with these AI Terms, including but not limited to our obligation to obtain consent under clause 5.4. Except as set out in these AI Terms, the incorporation of AI Features does not affect any of our obligations under the Agreement, including those relating to confidentiality, privacy and security.

3.2 Use of AI Technology. In addition to the AI Features, we may from time to time use other AI Technology in connection with the design, development, implementation, delivery, maintenance, support and sale of our services and in the general operation of our business. Such uses are at our discretion and do not require Customer consent.

4. Your responsibilities

4.1 Responsibility for Input. Except to the extent we expressly accept responsibility, you are responsible for the lawfulness of your Input, including compliance with data-protection and export-control laws and for obtaining all necessary consents.

4.2 Transparency and disclosure. Where AI Features are included in the Services, except to the extent we expressly accept responsibility for the following:

(a) you are solely responsible for ensuring that, where required by law, end-users and data subjects are informed when interactions, content or decisions are generated or facilitated wholly or partly by the AI Feature. This includes, without limitation, any obligation to provide notice, obtain consent, or otherwise disclose the use of AI Features to individuals who interact with or are affected by the AI Feature;

(b) where the AI Feature includes voice interaction, the Customer is responsible for obtaining all necessary consents from end users for the recording, processing, and storage of voice data (if applicable) as reasonably necessary for us to deliver the Services, and for providing any required notices under applicable privacy laws;

(c) we have no liability for your failure to comply with transparency, disclosure, or notification requirements relating to the use of the AI Features, except to the extent such failure is directly caused by our breach of our express obligations under these AI Terms; and

4.3 We will, upon request, provide reasonable assistance (at your cost) with any legally required impact assessment or transparency notice relating to the AI Features.

4.4 Output attribution and disclaimers. To the extent they are within your control:

(a) you must ensure that all Outputs referencing or derived from Third Party IPR are appropriately attributed or include disclaimers, especially if the Output could be mistaken for official guidance from an Automaker or another third party; and

(b) if a knowledge assistant tool may be used for technical, legal, or safety-critical queries, you must include a clear disclaimer that Outputs do not constitute professional advice and should not be solely relied upon for critical decisions.

4.5 Prohibited uses. In addition to the use restrictions set out in the Agreement, to the extent the uses are within your control, you will not and will not permit any Authorised Users to:

(a) access or use the AI Features or Output to develop, train or improve any other AI Technology;

(b) use web scraping, web harvesting, web data extraction or any other method to extract data from the AI Features;

(d) use the AI Features to create or generate Output, or use Output in a manner, that the Customer knows or should know infringes, misappropriates or otherwise violates any Intellectual Property Rights or other right of any person, or violates any applicable law;

(e) attempt to prompt the AI Feature to produce content that: (i) facilitates the planning or execution of violent or non-violent wrongdoing; or (ii) is intended to influence political views or voting behaviour in a manner that is deceptive or manipulative;

(f) use the AI Features in a High-Risk Scenario except with our express written consent;

(g) use any voice assistant for unlawful surveillance, eavesdropping, or recording without consent;

(h) use the AI Feature to create or disseminate unsolicited bulk content, malware, or content that is harassing, defamatory, obscene or otherwise unlawful;

(i) state or imply that any Output is authored by a human, or that Infomedia, the Automaker or other Infomedia suppliers endorse the content of any Output; or

(j) input Personal Data of children under 13 years of age or input special category data (as defined in UK GDPR) unless such processing is expressly authorised in a Data Processing Agreement.

5. Intellectual Property Rights

5.1 Rights in Input. Except as expressly set out in the Agreement or in these AI Terms, nothing in these AI Terms transfers any rights in the Input to us. You grant us a licence to use the Input as reasonably necessary to: (i) provide you with the Services including the AI Feature; (ii) maintain, evaluate, develop, and improve our Services; (iii) respond to a support request relating to the Services; (iv) fulfil our obligations under the Agreement; and (v) comply with applicable laws. Infomedia will not access or use Input for any purpose other than those set out in this clause 5.1, save where required by law or with your prior written instructions.

5.2 Customer Warranty. You warrant that you have all necessary rights, licences, and consents to provide the Input (including proprietary content) to the AI Features, to permit Infomedia to use the Input for the purposes of providing the Services and to grant the licence set out in clause 5.1.

5.3 Third Party IPR. To the extent the Input includes any Third Party IPR, you shall on demand indemnify, defend, and hold us and our Affiliates harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) incurred by us or our Affiliates arising from any claim alleging that our processing of the Third Party IPR in accordance with the Agreement infringes the intellectual property or confidentiality or rights of a third party. This shall include any claim from a third party which alleges that the use of the Input in relation to the AI Features breaches any licensing restrictions relating to the use of such information in connection with AI Technology.

5.4 Model training and improvement. We will not use Input to train, retrain or otherwise improve any general, foundation or cross-customer AI model unless:

(a) you have expressly opted in via the Services; and

(b) all such Input has been de-identified and aggregated so that neither you nor any data subject can be identified; and

5.5 Ownership of Output. The parties acknowledge and agree that it is uncertain whether as a matter of law any Intellectual Property Rights subsist in the Output, and Infomedia does not represent or warrant that any Output will constitute an Intellectual Property Right or any other asset capable of being owned, licensed, assigned, or valued, or that any such rights will be recognised or enforceable in any jurisdiction.

5.6 Rights in Output.Unless expressly stated otherwise in the SOW, as between the parties and subject to clause 5.5, we exclusively own all rights, title and interests in and to the Output, including any Intellectual Property Rights therein, to the extent there are any. The foregoing does not transfer to us any rights in third-party data or content that may be included in, or used to generate, the Output.

5.7 Licence to use Output. We grant you a non-exclusive, royalty-free licence to host, copy and use the Output solely for the purposes of receiving the Services and exercising your rights and performing your obligations under the Agreement.

5.8 Aggregated data. You agree that we may process Input and Output in de-identified, aggregated form for service optimisation, analytics, security and compliance purposes, provided that such use is in accordance with the confidentiality and data protection obligations set out in the Agreement and such processing cannot reasonably be used to identify you or any natural person.

Warranties and exclusions

6.1 We warrant that:

(a) we comply with laws applicable to our design, development, training, use and provision of the AI Features provided to you under these AI Terms; and

(b) to the best of our knowledge, our grant of the rights and licenses under these AI Terms do not require the consent, approval or authorisation of any government agency or other third party or violate any third-party contractual or other right.

6.2 To the fullest extent permitted by law:

(a) the AI Features and all Output are provided “as is” and “as available”;

(b) we disclaim all statutory or implied warranties, representations or other terms, including any as to merchantability, satisfactory quality, non-infringement, accuracy, quiet enjoyment or fitness for a particular purpose;

(c) we do not warrant that any Output will be accurate, complete, reliable, up-to-date, free of errors or suitable for any particular purpose; and

(d) we exclude all liability for errors and omissions in Output and for your reliance on them.

6.3 You acknowledge that:

(a) Output may include inaccuracies, omissions, bias, or content that is inappropriate;

(b) Output may be non-unique, and the same or similar Input submitted by others may produce the same or similar Output;

(d) Output is not a substitute for human judgement, verification or professional opinion; and

(e) you are solely responsible for reviewing, assessing, filtering and deciding whether and how to use or rely upon any Output.

6.4 To the extent it is within your control, you must ensure that any consequential actions initiated by the AI Feature are subject to appropriate human review and escalation procedures, particularly where such actions may affect safety, compliance, or legal rights.

6.5 Except to the extent caused by us or others acting on our behalf, without limitation we shall have no liability for any claim or loss relating to the AI Features to the extent it arises out of:

(a) your breach of these AI Terms or the Agreement;

(b) modification of Output by you without our written approval;

(d) your use of Output which you knew, or reasonably should have known, infringed or was likely to infringe any third-party rights (including confidentiality) or breach any applicable laws;

(e) your use of Output after we have required cessation;

(f) any failure by you to implement reasonable safeguards, checks or controls which a prudent customer would implement;

(g) the lack of adequate licences or consents, or the infringement of third-party rights, relating to any Input; or

(h) the accuracy, completeness, availability, legality or reliability of any Input or Output.

6.6 All references to acts and omissions of you in clause 6.4 include acts and omissions of your Authorised Users and others acting on your behalf.

7. Privacy & Security

The parties’ obligations relating to privacy and security as set out in the Agreement apply in relation to the AI Features.

8. Governing Law

These AI Terms and any dispute arising from them shall be governed by, and construed in accordance with, the law specified in the Agreement or, if no law is specified in the Agreement, the laws of the State of New South Wales.

9. Language

These AI Terms are drafted in the English language, which shall be the only authoritative and binding version. Any translation of these AI Terms 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.

10. Survival

Any provision in these AI Terms which by its nature is intended to survive termination, shall survive expiry or termination of the Agreement for any reason.

Last updated May 2026