Licence Trial Agreement

Glass’s Information Services Pty Ltd Licence Trial Agreement

Glass’s trial terms and conditions (version v0518-01) Last updated 18/05/18.

PROVISION OF GLASS’S PRODUCTS

Subject to Customer’s payment in full of the applicable Trial Fee and compliance with the terms and conditions of this Agreement, Glass’s licenses Customer to use the Glass’s Product during the Evaluation Period.  Customer is responsible for supplying all hardware, systems and support materials not provided for in this Agreement at its own expense and risk.

TRIAL FEE

The Trial Fee is non-refundable and is payable to Glass’s in full, without setoff, within ten (10) business days following delivery of the Glass’s Product.  In the event that Customer elects to license the Glass’s Product, the Trial Fee will be applied towards the licence fees payable under such agreement.

NO OBLIGATION TO ENTER CONTRACT

Nothing in this Agreement will obligate Customer to buy or Glass’s to grant a licence of the Product or any portion thereof beyond that described in Section 4 below.  Any further licence of the Glass’s Product or portion thereof will be subject to a separate, mutually acceptable licence agreement.

LICENCE GRANT; RESTRICTIONS

Glass’s grants to Customer a personal, nontransferable and non-exclusive licence, for the Evaluation Period, to use the Glass’s Product, including one copy of the Software, for internal business evaluation purposes and for no other purpose, within the Trial Territory.  Any other use of the Glass’s Product, including, without limitation, use of the Glass’s Product on any Customer platform not specified in this Agreement, or copying of the Software, will automatically terminate this limited licence.  Customer may not reverse engineer, reverse compile, sublicense, rent, lease, disclose or assign the Software and may not use, copy, modify, merge or transfer copies of the Software except as expressly provided in this Agreement.  No other licences are granted under this Agreement except those expressly contained in this Agreement.  At Glass’s option, Customer will return the Product to Glass’s at the address detailed above at Customer’s expense or, in the case of Software only, destroy all copies (with written certification of destruction provided promptly to Glass’s) at the earliest of: (i) Glass’s request; (ii) the end of the Evaluation Period; (iii) when no longer used in accordance with this Agreement; or (iv) when the limited licence to use the Product is otherwise terminated.

TITLE; RISK OF LOSS

The Product and all intellectual property rights therein are owned by or licensed to Glass’s.  Nothing in this Agreement grants or conveys to Customer any right, title or interest in the Glass’s Product or any part of it.  While the Glass’s Product is in Customer’s possession, Customer will do nothing that is inconsistent with the title or rights of Glass’s.  Customer will bear all risk of loss or damage to the Glass’s Product until returned or destroyed in accordance with this Agreement.

CONFIDENTIALITY

Any verbal or written information provided to Customer by Glass’s for use with the Software under this Agreement will remain the property of Glass’s, and Customer will keep confidential and not disclose either the Software, or any data contained within the Glass’s Product or any such information provided by Glass’s to Customer under this Agreement to any third party unless such information is generally known to the public through acts not attributable to Customer.  Customer will grant access to the Software and such information only to its employees (including for purposes of this paragraph consultants and contractors bound in writing to terms at least as restrictive as those stated in this Agreement) who have a need to know and will cause them to comply with the provisions of this Agreement.  Customer will indemnify Glass’s for any breach of the obligations contained in this Article.

WARRANTY; REMEDIES; LIMITATION OF LIABILITY

Glass’s warrants that all intellectual property rights in the Product are owned by or licensed to Glass’s. In the event of a defect in or failure of the Product during the Evaluation Period, Glass’s will use commercially reasonable efforts to repair or replace the Product, or the defective portion thereof, for the duration of the Evaluation Period.  Customer understands that the Glass’s Product is made available on an “as is” basis and only for the purposes as specified in this Agreement. Glass’s makes no representations or warranties with regard to any products or services or otherwise related to the Agreement. Glass’s does not warrant uninterrupted or error free operation of the Product.  To the maximum extent permitted by applicable law, Glass’s disclaims all warranties implied or statutory, including, but not limited to, any warranties of merchantability, and fitness for a particular purpose.   The remedies expressly provided in the Agreement will be Customer’s sole and exclusive remedies.  Customer waives any claim against Glass’s for loss or damage that Customer may incur related to the possession and use of the Glass’s Products except for the remedies provided in this article.  In no event will Glass’s be liable for any indirect, incidental or consequential damages, including (among other things) lost profits or revenues, lost or damaged data, and unauthorized system use.  This limitation does not, however, apply in cases of fraud or personal injury. Rights to vehicle images belong to their creator or rightsholder. Supplier offers no rights to use such images; Supplier service in relation to images is limited to providing a link from the Products to the images. Such links may only be used in conjunction with the Products and only online. Use in electronic mailings or printed material is prohibited. Supplier may withdraw the links to the images at any time, and any use of the links must cease if the image rightsholder so requires. In such circumstances, Supplier will at its sole discretion attempt to make other images available.

TERMINATION

Where the Evaluation Period is longer than thirty (30) days, either party may terminate this Agreement, for any reason, upon ten (10) days advance written notice to the other party.

DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Glass’s is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

a) The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to Glass’s for the duration and purposes of this Contract, including when Customer enters Personal Data (including but not limited to customer details, or a vehicle registration number (VRM) or vehicle identification number (VIN)) into the Products for the purposes of interrogating the Products data, or otherwise in the course of using the Products. The Customer will not transfer any Special Category Data (as defined in the Data Protection Legislation) to Glass’s. Customer will indemnify Glass’s fully in relation to any breach of these obligations.

b) Glass’s shall only process the VRM or VIN to identify a vehicle and to record this activity for invoicing and audit purposes and for reporting to car manufacturers whose systems Glass’s uses. The Customer may also record in Glass’s system the details of its own customers and connected individuals for its own administrative purposes.

c) Glass’s shall, in relation to any Personal Data processed in connection with the performance by Glass’s of its obligations under this Contract:

i)     process Personal Data in order to provide services under the Contract and otherwise only on Customer’s written instructions, unless Glass’s is legally compelled by a public authority to process Personal Data for a different reason, in which case Glass’s will notify Customer in advance if Glass’s is not prohibited from doing so;

ii)    ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data to ensure a level of security for Personal Data appropriate to the risk having regard to the state of technological development and the cost of implementing any measures. Glass’s will provide a detailed description of such measures on request to dataprotection@autovistagroup.com;

iii)   ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

iv)   not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or Glass’s has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Glass’s complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) comply with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

v)    assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

vi)   notify the Customer without undue delay on becoming aware of a Personal Data breach;

vii)  at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of this Contract unless required by Applicable Law to store the Personal Data;

viii)maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the Customer or the Customer’s designated auditor; and

ix)   indemnify Customer fully in relation to any breach of these obligations.

d) Customer consents to Glass’s appointing providers of VRM and VIN data and subcontractors who provide systems support as third party processors of Personal Data under the Contract. Glass’s has entered or will enter into a written agreement with third-party processors substantially on their standard terms of business, or covering the obligations contained in this clause, and as between Glass’s and Customer, Glass’s shall remain fully liable for all acts or omissions of any third party processor appointed by us.

e) Either party may, at any time on not less than 30 days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).

MISCELLANEOUS

This Agreement and the rights granted under it may not be assigned or otherwise transferred by Customer without the prior written consent of Glass’s. This Agreement is enforceable only by the original parties to it and by their successors in title and permitted assignees.  The terms, provisions, and representations contained in this Agreement that, by their sense and context, are intended to survive the performance of this Agreement by either or both parties or the termination of this Agreement will survive such completion of performance or termination, including, without limitation, the provisions of Clause 6.  In the event that any term or provision contained herein is held invalid or unenforceable in any respect, the remainder of the Agreement will not be affected thereby and each term and provision hereof will be valid and enforced to the fullest extent allowed by applicable law.  In the event such invalid or unenforceable term or provision is an essential part of this Agreement, the parties immediately will begin negotiations for a replacement.  No course of dealing, course of performance or failure of either party to enforce strictly any term, right or condition of this Agreement will be construed as a waiver of any term, right or condition. This Agreement merges all prior and contemporaneous communications and is the final Agreement between the parties with respect to the subject matter and terms hereof and is the complete and exclusive statement of those terms. This Agreement may not be modified orally.  It can only be modified by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Glass’s and Customer by their respective duly authorized representatives.  This Agreement shall be governed by and construed in accordance with Australian law. Any dispute arising out of or in connection with this Agreement shall be submitted to the jurisdiction of the courts of Australia.