These Licence Terms, the Order Form, and any relevant Copyright & Use notices (available at https://autovistagroup.com/copyright-notices) (together the “Trial Agreement”) governs the use by the Customer of the Products supplied hereunder by of Glass’s Information Services Pty Limited, ABN 44 004 382 478 (“Autovista”).

PROVISION OF PRODUCTS

1.1 Subject to Customer’s payment in full of any applicable Fee within 10 days following either (i) delivery of the Product or (ii) access credentials being provided to the Product (as the case may be), and subject to the Licence Terms of this Trial Agreement, Autovista licenses Customer to use the Product specified in the Order Form during the Evaluation Period.
1.2 The Order Form sets out each Product’s type (API, Application, or Data Feed), any relevant usage restrictions and the maximum number of VIN transactions during the Evaluation Period (and any extension thereof) for each Product type where VIN look-ups can be processed within the Product’s capabilities (“VIN Threshold”).
1.3 At the expiry and/or termination of the Evaluation Period, Customer shall pay Autovista’s then current standard VIN price for each additional VIN transaction over the VIN Threshold. Invoices issued by Autovista are payable within 15 days of the date of the relevant invoice in the currency stated in the invoice. Fees are subject to VAT and any other tax or duty payable by Customer.

NO OBLIGATION TO ENTER CONTRACT

Nothing in this Trial Agreement will obligate Customer to buy, or Autovista to grant, a full licence to the Product or any portion thereof beyond that described in clause 3 below.  Any further licence of the Product or portion thereof will be subject to a separate licence agreement signed by both parties.

LICENCE SCOPE AND RESTRICTIONS

3.1 Autovista grants to Customer a personal, non-transferable, and non-exclusive licence for the Evaluation Period to use the Product for the Permitted Use within the Territory at any capacity levels and/or licence numbers listed in the Order Form. Any other use of the Product, including but not limited to external use of the Product, will automatically terminate this limited licence.
3.2 Customer agrees not to: (i) decompile, disassemble, or reverse engineer the Products; (except to the extent expressly permitted by mandatory law); (ii) alter, modify or create any derivative works based on the data or Documentation; (iii) merge the Products with any other software other than as expressly set forth in the Documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Products or Documentation except as expressly authorized by this Licence Agreement; (v)  distribute, disclose or allow use of the Products or Documentation, in any format, through any timesharing service, service bureau, network or by any other means not provided for in the Documentation; or (vi) permit or encourage any third party to do any of the foregoing.
3.3 Except as expressly provided herein, no other licences are granted under this Trial Agreement.

INTELLECTUAL PROPERTY

4.1 The Product and all intellectual property rights therein are owned by or licensed to Autovista. Nothing in this Trial Agreement grants or conveys to Customer any ownership title or interest in the Product or any part of it. While the Product is in Customer’s possession or Customer has access to it, Customer will not do anything that is inconsistent with the title or rights of Autovista in respect of the Product or otherwise.
4.2 Customer will have sole responsibility for protection and preservation of its data and files, whether its own or those of a third party when used in conjunction with or in respect of the Product.
4.3 Rights to vehicle images belong to their creator or rightsholder. Autovista grants to Customer no rights whatsoever to use such images; Autovista may withdraw the links to the images at any time.

CONFIDENTIALITY

5.1 Any information (including any compilation or amalgamation of otherwise public information in a form not publicly known), however communicated, by Autovista to Customer within the scope of this Trial Agreement will remain the property of Autovista. Customer warrants and undertakes to keep this information confidential and not to disclose such information to any third party without Autovista’s prior written consent, unless (i) the information is in the public domain without a breach of this Trial Agreement (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as confidential information) or (ii) was lawfully obtained by the Customer from a third party other than through a breach of confidence.
5.2 Customer will only grant access to the Product to its employees (who are bound in writing to terms at least as restrictive as this Trial Agreement) who have a need to access the Product for the purposes of the Permitted Use, and will ensure such employees’ compliance with this Trial Agreement, and shall be liable for the actions of its employees as if they were its own actions. Customer is expressly forbidden from sharing any access credentials to any third party.
5.3 Customer will fully indemnify Autovista for any losses it may incur in connection with or arising out of a breach of this clause 5, including but not limited to any indirect, incidental, or consequential losses.
5.4 Any breach of this clause 5 will automatically terminate this Trial Agreement.

WARRANTIES

6.1 Customer understands that the Product is made available on an “as is” basis and only for the Permitted Use. In the event of a defect in or failure of the Product during the Evaluation Period, Autovista may, at its sole discretion, use commercially reasonable efforts to amend or replace the Product, or the defective portion thereof. or withdraw the Product in its entirety.
6.2 Autovista makes no representations or warranties regarding any products or services or as may be otherwise related to the Trial Agreement and does not warrant uninterrupted or error-free operation of the Product. Autovista disclaims all representations, conditions, statutory warranties or implied warranties, including, but not limited to, any warranties of merchantability and fitness for a particular purpose, to the fullest extent permitted by applicable law.

LIMITATION OF LIABILITY

In no event will Autovista be liable for any indirect, incidental, or consequential damages, including without limitation lost profits or revenues, wasted expenditure (including but not limited to, integration costs, or Customer expenditure in determining the viability of the Product), lost or damaged data, damage related to the use of the Products, and unauthorised system use. In no event shall Autovista’s entire liability to the Customer (including for negligence) exceed AUS $10,000. This limitation shall not apply in cases of fraud or personal injury or any other liability that cannot be excluded by applicable law. Autovista will not be liable to any person other than Customer in connection with this Trial Agreement or its subject-matter.

TERM AND TERMINATION

8.1 The Evaluation Period shall be as set out in the Order Form, and can be extended if approved in writing by Autovista following a request by the Customer.
8.2 The Customer will cease accessing the Product and delete and destroy the Product and any data obtained from the Product and shall confirm its compliance with this clause 8 in writing to Autovista, at the earliest of: (i) Autovista’s request at any time during the Evaluation Period for whatever reason; (ii) the expiry of the Evaluation Period; (iii) when the Product is no longer used by the Customer in accordance with this Trial Agreement (included but not limited to a breach of clause 3); (iv) if Customer commits any material breach of any term of the Trial Agreement; or (v) when the limited licence to use the Product under this Trial Agreement terminates or is otherwise terminated (“Termination Event”).
8.3 Autovista shall have no obligation to provide the Customer with access to the Product following any Termination Event.

DATA PROTECTION

9.1 To the extent that Autovista is required to process any personal information on behalf of Customer, it shall (i) effect and maintain appropriate technical and organisational measures against unauthorized or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information and (ii) act only in accordance with Customer’s instructions in relation to such personal information.

MISCELLANEOUS

10.1 This Trial Agreement and the rights granted hereunder cannot be assigned or otherwise transferred by Customer without Autovista’s prior written consent.
10.2 Customer shall not use Autovista’s or any of its group’s brand names, trademarks or logos externally without prior written consent from Autovista.
10.3 The terms, provisions and representations contained in this Trial Agreement are intended to survive completion of performance or termination, including, without limitation, the provisions of clauses 4 and 5 above.
10.4 Any notice to be given to the Customer under the Trial Agreement shall be effective if delivered via email to the Customer’s email address specified in the Order Form or as may have been subsequently notified to Autovista in writing. Any notices from the Customer to Autovista shall be effective if delivered via email to legal@autovistagroup.com.
10.5 This Trial Agreement can only be amended by a written agreement signed subsequent to the date of this Trial Agreement.
10.6 Failure or delay by either party to exercise or enforce any rights will not be construed as a waiver of its rights under this Trial Agreement or otherwise. No waiver by a party of any breach of this Trial Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.7 If any provision (or part of a provision) of this Trial Agreement is held by any competent authority or court to be invalid or unenforceable in whole or in part, that provision or part will be deemed deleted, and the validity of the other provisions of this Trial Agreement and the remainder of the provision in question shall not be affected thereby. In the event such invalid or unenforceable term or provision is an essential part of this Trial Agreement, this Trial Agreement and all licences granted herein shall automatically terminate.
10.8 This Trial Agreement is the entire Trial Agreement and replaces all previous Trial Agreements and understandings between the parties relating to the Products.
10.9 The Trial Agreement shall be governed by and construed in accordance with the law in force in the State of Victoria and the Parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

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