EULA
Version V1.9
IMPORTANT – READ CAREFULLY:
This End-User License EULA (“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”).
You must accept all the terms and conditions of this EULA without modification. If you do not agree to these terms and conditions in their entirety, you are not authorised to use or access the Service. By using or otherwise accessing any part of the Service, you acknowledge and accept the following terms and conditions and as amended from time to time at the unilateral discretion of Infomedia.
BACKGROUND
A. Infomedia has developed and commercialised the Services.
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 Services in accordance with the terms of this EULA.
D. Infomedia has agreed to grant you a non-exclusive, non-transferable license to use the Services and the Information subject to the terms and conditions set out in this EULA.
1. DEFINITIONS:
1.1 The following definitions apply in this EULA:
Aggregate Data means de-identified and anonymised sets of data that have been gathered by Infomedia for expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any information that could be used to identify, or re-identify, you; your clients or customers; any products, goods, or services provided by you; or any locations in which you do business.
Agreement means the written terms between Infomedia and the entity or person(s) identified as Customer in the relevant Agreement (“Customer”) applicable to your use of the Services, which may take the form of a master services agreement (MSA), end user licence agreement (EULA), order form, or other written document(s) forming a legally binding agreement, as applicable.
AI Terms means the terms relating to the use of artificial intelligence in relation to the Services, which are made available at www.infomedia.com.au/ai-terms/.
Applicable Laws means all laws that are applicable to the parties, the subject matter of this EULA, or the performance of obligations under this EULA, in any jurisdiction where such obligations are performed or enforced.
Authorised Purpose means your use of the Services for the purpose described in the Agreement or, where no such purpose is specified, your use reasonably necessary in order for the Customer to receive the intended benefit of the Services and for no other purpose.
Authorised Supplier means Infomedia or any of its authorised distributors.
Authorised User means a person or entity which:
- is authorised to use the Information (including underlying data) in connection with the Service by the Automaker or by one of its authorised representatives; and
- is engaged in the business of supplying or using the Automaker’s parts or vehicles, or repairing and servicing vehicles manufactured by the Automaker; and
- to the extent an Interface is incorporated into the Services, holds a valid license or other such right to use any third-party software to which the Interface connects.
Account Credentials means any combination of the unique login details, passwords, codes, security dongles, and / or any other similar devices given to you by an Authorised Supplier, which allows you to access the Service online or which permits access to the Service.
Automaker means the original equipment manufacturer entity who is the owner or rightful licensee of the technical information included in the definition of underlying data that forms the Information.
Business Day means means any day which is not a Saturday, Sunday or designated public holiday where you are located.
Competing Product means any software product, platform, tool, application, API, or service that performs the same or substantially similar functions as the Services, or that is marketed to the same or a substantially similar customer base as the Services, whether offered commercially or made available as open source.
Competitive Purpose means any use of the Services, or any data, output, or information derived from the Services, 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 Services or any material feature or functionality of the Services; or (c) provide a competitive intelligence or benchmarking advantage to the Customer or any third party in relation to Infomedia’s business, technology, or pricing.
Confidential Information means all information acquired by the receiving party in connection with the Services, 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 and/or the Fees; and (c) 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: (a) either is or becomes available to the public other than as a result of a breach of an obligation of confidentiality; or (b) 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 the Services or otherwise provided to the Authorised Supplier by you or other Authorised Users in connection with your use of the Services, including Personal Information.
Fees mean the subscription price and all other fees and charges payable from time to time to the Authorised Supplier and any other entity (as applicable) related to your use of the Services, as detailed in the Agreement(s).
Information means information relating to motor vehicles, motorcycles, and all other machines, equipment and products marketed and distributed by the Automaker including but not limited to parts, prices and update information, and made available via the Service to you by the Authorised Supplier in human and machine readable form from time to time.
Intellectual Property means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, rights in inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
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.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not or recorded in material form or not.
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. 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).
User Content means any user notes, information, instructions, or any other form of user generated content, suggestions or enhancements which may be developed, added to or incorporated with the Service by end users.
User Equipment means computer equipment and/or compatible devices, internet access with sufficient bandwidth to use the Service and which meet the minimum specifications required to run the Service which are displayed here or as 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, Privacy Policy found at www.infomedia.com.au/legal/privacy-policy or Cookie Policy found at www.infomedia.com.au/legal/cookie-policy, this EULA shall prevail.
2. GENERAL
2.1 This EULA commences on your initial use of the Service and continues until the EULA or Agreement is terminated pursuant to its terms or by operation of law (“Term”).
2.2 The Service is 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 Grant of Licence: Infomedia grants you a non-exclusive, non-transferable licence to use the Service 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; and
(c) Your continuing status as an Authorised User.
3.2 You may only access the Service if:
(a) You are an Authorised User; and
(b) all Fees for your use of the Service are paid when due.
3.3 You represent and warrant that:
(a) you are competent, trained in the use of the Services and will comply with the terms of this EULA;
(b) to the extent instances and/or features of the Service 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 (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 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 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;
(c) comply with all applicable technology control or export laws and regulations;
(d) at your cost provide and maintain the User Equipment needed to access and use the Service; and
(e) implement appropriate technical, administrative and physical safeguards and security measures designed to prevent any unauthorised access to your Customer Data, Account Credentials, Information and any personal information or any Intellectual Property owned by Infomedia, the Automaker or any third party.
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 (including any Interface offered as part of the Service) 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 is offered to you by Infomedia;
(b) use the Service, Information or Infomedia’s Confidential Information for any purpose whatsoever related to the development, implementation, use, training or deployment of machine learning or artificial intelligence (AI) systems whether public or private;
(c) copy the Service or Information or any part of it except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
(d) translate, merge, adapt or vary the Service or Information;
(e) permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(f) use any part of the Service 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, your Account Credentials or the Information;
(g) lend, sub-license, loan, pledge rights to or grant access to the Service or the Information to any third party whatsoever;
(h) make or permit to be made any additions or modifications to the Service and/or the Information. Any unauthorised modifications to the Service and/or the Information may be considered an infringement of copyright and other Intellectual Property laws;
(i) attempt in any manner to reverse engineer, decompile or disassemble the Service or any part of it or create derivative works based on the whole or any part of the Service or Information whether manually, by the use of robotic scripts or any other automated tool or process or any other means whatsoever;
(j) access the Information by any means other than via the Service interface provided;
(k) use the Services for any purpose other than the Authorised Purpose;
(l) access or use the Services or any Documentation for any Competitive Purpose;
(m) 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 or any Interface shall be deemed a material breach of this EULA.
3.7 Without limiting clause 3.5, you must not:
(a) use the Services, or any output, data, or information derived from the Services to design, build, test, train, or improve any Competing Product;
(b) use the Services to evaluate, analyse, or document the features, functionality, performance, architecture, or user experience of the Services for the purpose of replicating or competing with the Services;
(c) use any output generated by the Services as training data, fine-tuning data, or evaluation data for any machine learning model, algorithm, or artificial intelligence system that is intended to, or that does in fact, compete with the Services or any feature of the Services;
(d) permit any employee, contractor, or agent who is involved in the development of a Competing Product to access the Services; or
(e) share, disclose, or make available any information derived from the Services (including performance data, pricing data, feature comparisons, or output data) to any third party for the purpose of developing or improving a Competing Product.
(f) use the Services 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 that any of your Authorised Users, employees, contractors, or agents has accessed or used the Services for a Competitive Purpose, you must:
(a) immediately revoke that person’s access to the Services;
(b) notify Infomedia in writing within 3 Business Days of becoming aware of the breach; and
(c) provide Infomedia with reasonable details of the breach and the steps taken by you to remedy it.
3.9 You acknowledge that:
(a) a breach or threatened breach of this clause 3 would cause Infomedia irreparable harm for which damages alone would not be an adequate remedy;
(b) Infomedia may immediately suspend your access to the Services without notice if Infomedia reasonably believes the Customer, you or an Authorised User is in breach of clause 3. Infomedia will notify you of the suspension as soon as reasonably practicable;
(c) 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;
(d) 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 agreement under clause 8 and the recovery of damages;
(e) your obligations in this clause survive termination or expiry of the Agreement.
3.10 Upon subscribing to the Service, the Authorised Supplier will provide you with Account Credentials allowing you to access the Service using the Account Credentials via your User Equipment. You agree that you must not allow others to use your Account Credentials and you are solely responsible for maintaining the strict confidentiality of your Account Credentials and for restricting access to your Account Credentials. You further acknowledge and accept that you will be deemed responsible for any and all activities that occur in connection with your Account Credentials.
3.11 If you become aware of any unauthorised use of the Service or your Account Credentials, you must immediately notify the Authorised Supplier by email to legal@infomedia.com.au and co-operate with any investigation conducted by Infomedia.
3.12 Infomedia may, in its sole discretion, monitor, restrict, suspend, limit or alter any Account Credentials which Infomedia suspects may have been compromised. 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 arising from a suspension or limitation implemented in accordance with this clause.
4. DATA UPDATES
4.1 Infomedia may at its discretion implement replacements, updates and other modifications to the Service from time to time, including updates to the Information. Any reference to the Service 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 shall become part of the Service 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.
5. AI TERMS
The AI Terms are incorporated into this EULA and form part of it.
6. INTELLECTUAL PROPERTY
6.1 You acknowledge that:
(a) all Intellectual Property in the Service and Information (including all replacements, updates, modifications and derivative works) belongs to Infomedia and/or its licensors;
(b) rights in the Service and Information are licensed (not sold) to you, and you have no rights in, or to, the Service and Information other than the right to use them in accordance with the terms of this EULA; and
(c) you have no right to have access to the Service or Information in source code form.
6.2 Customer Data:
(a) As between us, you retain all ownership rights in your Customer Data, your Personal Information, and your Confidential Information, including any Intellectual Property therein and nothing in the EULA transfers to Infomedia any ownership in or to your Customer Data or your Confidential Information.
(b) You agree that Infomedia may use your Customer Data to: (i) provide the Service; (ii) maintain, evaluate, develop, and improve its Services; (iii) respond to a support request; (iv) fulfil its obligations under this EULA; and (v) comply with Applicable Laws.
(c) You warrant that you have all necessary rights, licences and consents needed to provide the Customer Data to Infomedia and to provide the consent detailed in clause 6.2(b).
(d) To the extent the Customer Data includes any Intellectual Property belonging to a third party (Third Party IPR), you shall on demand indemnify, defend, and hold us harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any claim alleging that our use of the Third Party IPR in accordance with this EULA infringes the Intellectual Property rights of a third party.
6.3 Aggregate Data: Infomedia may use Aggregate Data for any purpose provided such use does not breach the terms of this EULA, including the confidentiality obligations. Infomedia may create anonymised statistical data, results, analysis and/or other aggregated data (together Insights) from the Aggregate Data, your Customer Data and from your use of the Service. You acknowledge and agree that Infomedia is permitted to perform these activities and that the Insights are owned by Infomedia and may be used by Infomedia for its purposes such as to provide the Service, develop new services or products and for other commercial purposes.
6.4 Suggestions: Infomedia may freely use and incorporate any ideas, comments, enhancements, corrections, suggestions and other feedback you make relating to the Service (Suggestions) and such Suggestions will be deemed to form part of Intellectual Property in the Service.
6.5 Third party copyrights: The Service, Information and/or Interface provided under this EULA may contain copyright owned by third party licensors (refer copyright notices) and such licensors will be entitled to enforce this EULA as an intended third-party beneficiary. Your obligations relating to third party copyrights cannot be modified or terminated by you without the written consent of such third-party licensors.
7. PAYMENTS
7.1 Your use of the Service is in exchange for full payment of the Fees.
7.2 Non-payment of the Fees may result in access to the Service being restricted or this EULA being terminated as per clause 8 below.
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 underlying data or third-party component of the Service.
8.3 Infomedia shall be entitled to terminate this EULA if you breach any term of this EULA or the Agreement and do not remedy the same 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);
(b) You infringe any Intellectual Property vested in the Service 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 clause 3.4, 3.5 or 3.7 of this EULA, or if Infomedia reasonably suspects that you may have done one or more of these things;
(c) You become subject to any receivership, administration or liquidation;
(d) Your use of the Service would or is likely to violate any Applicable Laws, or is in breach of any applicable trade sanctions; or
(e) You are in breach of any Agreement.
8.5 If you cease to be an Authorised User or your right to use the Information or Interface ceases or is suspended, you must promptly notify the Authorised Supplier and immediately cease to use the Service.
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. 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 and all licenses granted to you shall immediately terminate;
(b) You must promptly pay all outstanding Fees, including the full amount for the balance of the subscription;
(c) You must promptly destroy, delete or otherwise dispose of all copies of the Service, Infomedia’s Confidential Information and the Information in your possession, custody or control;
(d) Infomedia may retain a copy of your Customer Data to the extent required by law, as reasonably required for internal compliance purposes and as otherwise authorised under this EULA or any other agreement; and
(e) 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 LIMITED WARRANTY – Infomedia warrants that the Service 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, the Information, or the User Content is correct, accurate or error free;
(b) the accuracy or completeness of Information supplied by the Automaker/s;
(c) that the User Content 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 will be timely, secure or uninterrupted; and
(e) that the Service or information obtained through the Service will meet your requirements.
9.3 THIRD PARTY PROVIDERS: You acknowledge that the Service may enable or assist you to access the website content of third parties via third-party websites and that you do so solely at your own risk. Infomedia 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 such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.
9.4 Infomedia does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Service.
9.5 You acknowledge and warrant that:
(a) You have relied on your own commercial analysis and judgment in selecting the Service and have not relied on any promise, representation, warranty or undertaking made or given by the Authorised Supplier in relation to any results, consequences or benefits to be obtained from the use of the Service; and
(b) the Service has 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 meet your requirements.
9.6 You undertake that you and/or your Authorised Users:
(a) will not at any time use the Service, or any reports generated by or Information extracted from the Service, in a way likely to mislead or deceive, cause confusion, or prejudice the distinctiveness or value of the Service, or likely to prejudice the goodwill or reputation of Infomedia, the Automaker or any other party; and
(b) will comply with all the requirements of this EULA and all Applicable Laws, standards, regulations in the use of the Service.
9.7You will on demand indemnify and hold Infomedia harmless against any claim, liability, loss, damage, cost or expense that Infomedia may incur as a result of your act or omission under clause 9.6.
9.8 REMEDIES – TO THE EXTENT PERMITTED BY LAW, IN THE EVENT OF A BREACH OR DEFAULT BY INFOMEDIA OF ITS OBLIGATIONS UNDER THIS AGREEMENT, 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 THAT DOES NOT MEET INFOMEDIA’S LIMITED WARRANTY, OR
(b) RETURN OF THE FEE PAID BY YOU, CAPPED AT A LIMIT OF THREE MONTHS’ SUBSCRIPTION FEES.
9.9 EXCLUSION OF ALL OTHER WARRANTIES – THIS AGREEMENT SETS OUT THE FULL EXTENT OF INFOMEDIA’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE SERVICE 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 AGREEMENT 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, THE PRODUCT INFORMATION AND/OR THE INTERFACE. THE LIMITED WARRANTY CONTAINED HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS AND REMEDIES IN CLAUSE 9.8 ONLY.
9.10 NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL LOSSES – 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 AGREEMENT OR IN CONNECTION WITH THE SERVICE OR INFORMATION, EVEN IF INFOMEDIA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE FORESEEABLE.
9.11 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, INFOMEDIA’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND IN CONNECTION WITH THE SERVICE AND INFORMATION SHALL BE LIMITED TO THE FEE PAID BY YOU FOR THE USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE FIRST CLAIM.
9.12Nothing in this EULA shall limit or exclude our liability that cannot by law be limited or excluded.
9.13 Equitable Relief: you acknowledge that damages may be an inadequate remedy if you violate the obligations under this EULA, and the Authorised Supplier/s shall have the right, in addition to any other rights it may have, to seek injunctive relief 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
11.1 You shall keep all non-public information disclosed by the Authorised Supplier, including but not limited to information relating to the Service, the Information, documentation, pricing, business methods, and technical data (Confidential Information), strictly confidential and shall not disclose or use such Confidential Information except as necessary to use the Service as permitted under this EULA. This obligation shall survive termination of this EULA.
12. PRIVACY AND SECURITY
12.1If and to the extent you are subject to data protection laws requiring a data processing agreement (such as the GDPR), the Data Processing Addendum (DPA) found at www.infomedia.com.au/dpa as updated from time to time shall apply and is incorporated by reference into this EULA, unless an alternative DPA has been separately negotiated between us in which case that DPA applies.
12.2We value your privacy. Our obligations relating to Personal Information are set out in our Privacy Policy found at www.infomedia.com.au/legal/privacy-policy/ as updated from time to time, which is incorporated into this EULA and applies to your use of the Service. This provides you with information about who we are, how we process Personal Information in connection with the Service, for what purposes and the rights of individual data subjects in relation to their Personal Information and how to exercise them.
12.3 By using the Service you may provide us with Personal Information. This may occur, for example, if we record information about you and the use of the Service, or if you (or others on your behalf) enter information relating to third parties into the Service. Where you provide us with Personal Information, you warrant that:
(a) You are permitted to provide us with that Personal Information;
(b) You have made all necessary disclosures and obtained all necessary consents under all applicable Privacy Laws, in all cases as necessary to enable Infomedia, its related entities and subcontractors to process the Personal Information and perform their obligations as contemplated by this EULA or as otherwise authorised by you or others on your behalf; and
(c) You will comply with all applicable legal obligations relating to privacy, security, integrity, and confidentiality of Personal Information and other data collected from a third party, which obligations may include the Australian Privacy Act 1988 (Cth), the European Union General Data protection Regulations, Gramm-Leach-Bliley Act and its implementing regulations (GLBA), the Personal Information Protection and Electronic Documents Act of Canada (PIPEDA), the laws of any state of the United States, and the laws of any province of Canada (Privacy Laws).
12.4Infomedia may, from time to time, collect and store certain data relating to your access to and use of the Service including but not limited to browser “cookies”. Our use of cookies is governed by our Cookie Policy found at www.infomedia.com.au/legal/cookie-policy as updated from time to time. Our Cookie Policy is incorporated into this EULA and applies to your use of the Service.
12.5 Infomedia shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent the unauthorised release, access to or publication of your Customer Data or Personal Information to comply with Privacy Laws. Infomedia may use subcontractors to facilitate its obligations under the EULA and may transfer your Customer Data including Personal Information to an overseas jurisdiction. Infomedia shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any of your Customer Data or Personal Information.
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 Any duties, goods and services tax, value added tax, sales tax or any other governmental charge levied in respect of the Service, its delivery or any other goods or services supplied pursuant to this EULA shall be payable in addition to the Fee payable by you unless you provide exemptions.
14.3 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.
14.4 By using the Service 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 or other services that are in use by you or that might be adopted and implemented by you.
14.5 Infomedia reserves the right make reasonable changes to this EULA from time to time. You acknowledge and agree that Infomedia reserves the right to make these changes. Your continued access to or use of the Service after any such change shall constitute your consent to such change.
14.6 Infomedia shall communicate announcements of general interest by posting on its website or on any relevant landing page, or directly within the Service. Infomedia shall provide you with legal notices by email, mail, or courier to the address provided by you. You must promptly notify Infomedia if your 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 Agreement is drafted in the English language, which shall be the only authoritative and binding version. Any translation of this Agreement 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 document, together with our Privacy Policy, Cookie Policy and the Agreement constitute the entire agreement and understanding between the parties in relation to the use and supply of the Service.
Last updated: May 2026