MediaMotive Terms and Conditions


1. ABOUT THIS AGREEMENT

1.1 These Terms and Conditions together with the Insertion Order (and any additional terms as set out in clause 3.2) form the agreement between the Advertiser and carsales in respect of Advertising Services. By submitting an Insertion Order, the Advertiser acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions and the Insertion Order.

1.2 If carsales supplies Advertising Services which are not specified in an Insertion Order these Terms and Conditions still apply.

2. WORDS AND PHRASES

2.1 In this Agreement:

(a) "AD" means an advertisement on one or more Carsales Network websites or nominated external websites and includes any Bonus Ad or Advertiser SOV;

(b) "ADVERTISER" means the person who signs the Insertion Order, and includes an advertiser on whose behalf the Advertising Services are being provided to or an agency or media company that arranges the Advertising Services for its clients;

(c) "ADVERTISING MATERIAL" means all creative in respect of an Ad including text, graphics, icons, images, titles, descriptions, trademarks, listings, abstracts, keywords, Ad target options, domain names (including click through URLS if relevant), content, data, data feeds, disclaimers and URL information;

(d) "ADVERTISING SERVICES" means the advertising services described in the Insertion Order;

(e) "ADVERTISER SOV" means ‘share of voice’ Ad which is provided to the Advertiser, the details of which are set out in the Insertion Order (if applicable).

(f) "AGREEMENT" means:

(i) these Terms and Conditions;

(ii) an Insertion Order signed by the Advertiser and accepted by carsales;

(iii) any other terms and conditions for a particular service which are attached to the Insertion Order; and

(iv) the Carsales Creative Advertising Rules (if applicable).

(g) "ASSOCIATED PERSON" means all of the directors, officers, employees, agents and professional advisers of a party.

(h) "BONUS AD" means an Ad which is provided as an incentive to the Advertiser, the details of which are set out in the Insertion Order (if applicable).

(i) "BUSINESS DAY" means any day excluding Saturday or Sunday or a bank or public holiday in Melbourne, Victoria, Australia;

(j) "CARSALES" means carsales.com Limited (ABN 91 074 444 018) and/or its Related Bodies Corporate;

(k) "CARSALES CREATIVE ADVERTISING RULES" means the carsales Creative Advertising Rules provided to the Advertiser as part of the Insertion Order.

(l) "CARSALES NETWORK" means the network of websites and related products, services owned or operated by carsales or its Related Bodies Corporate from time to time;

(m) "CONFIDENTIAL INFORMATION" means any information, reports, valuations, summaries, conclusions, analyses, advice, memoranda, working papers, calculations, spreadsheet contents and formulae and any computer model or data and any other information (whether written, oral or in other recorded or tangible form) which, by its nature or the circumstances surrounding its disclosure, is or could reasonably be expected to be regarded as confidential to the provider of that information and includes the existence and contents of the Insertion Order but does not include any part of the Information that:

(i) becomes generally available to the public other than as a result of breach of these Terms and Conditions by the receiving party;

(ii) was known by a receiving party on a non-confidential basis before signing of the Insertion Order; or

(iii) becomes available to a party on a non-confidential basis from another source (other than the disclosing party) otherwise than through a breach of a party’s confidentiality obligations owed to the disclosing party.

(n) "DEFAULT EVENT" means the events listed in clause 14.2;

(o) "FORCE MAJEURE" means an event or circumstance beyond the reasonable control of a Party (without fault or negligence of that Party) including but not limited to:

(i) acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disasters;

(ii) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;

(iii) strikes and industrial disputes;

(iv) internet, power, water, telecommunications or other utility outage or shortage; or

(v) valid laws, rules, regulations, orders or decrees of the Federal or State Government or of any local government or of any statutory authority;

(p) "FEE" means the fees and charges for Advertising Services set out in the Insertion Order;

(q) "IMPRESSION" means:

(i) other than for video impressions as set out in (ii) below, a measurement of responses from an ad delivery system to an ad request from the User's browser, which is filtered from robotic activity and is recorded at a point as late as possible in the process of delivery of the creative material to the User's browser -- therefore closest to actual opportunity to have been seen by the User; and

(ii) for video impressions, when a http-request for the vid_start event was sent to the video delivery system resulting in the video starting to play for the User. ;

(r) "INSERTION ORDER" means an order for Advertising Services in the form required by carsales from time to time or any other documentation which evidences the purchase of advertising made available by carsales from time to time;

(s) "INSOLVENT" means:

(i) is unable to pay its debts as and when they fall due or becomes insolvent or makes an assignment, arrangement or composition for the benefit of its creditors or discontinues or ceases to carry on business in Australia;

(ii) has a receiver or receiver manager appointed to the whole or any parts of its assets, or if a mortgage in possession is appointed in respect of any of its assets, or if a resolution is passed or proposed for its winding up;

(iii) is presented with an application for its winding up or is served with a notice pursuant to the Corporations Act which pertains to an amount of money owed by it and which is not bona fide in dispute and such notice remains outstanding for 21 days or more; or

(iv) something having a similar effect to (i), (ii) or (iii) above occurs in connection with a person under the laws of any jurisdiction.

(t) "INTELLECTUAL PROPERTY" means all intellectual property including all present and future registered and unregistered copyright, trade marks, trade and business names, moral rights, designs, patents, rights to sue for passing off or unfair competition, semi-conductor or circuit layout, trade secrets, domain names, know how, trade secrets, Confidential Information, ideas, concepts, processes, inventions, discoveries, technology, knowledge, techniques, methods of use or application or other material of commercial value or potential commercial value and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and all other similar or equivalent rights and including all applications for, and renewals, extensions or revivals of, such rights for their full term any of the foregoing rights recognised by statute, common law or in equity and subsisting anywhere in the world;

(u) "INTELLECTUAL PROPERTY RIGHTS" means any rights in Intellectual Property;

(v) "OFF-NETWORK" means any Advertising inventory which is not on the carsales Network;

(w) "PUBLICATION DATE" means the start date for the Ad described in the Insertion Order; and

(x) "RELATED BODY CORPORATE" has the meaning given in the Corporations Act 2001 (Cth).

(y) "USER" means any person who accesses the Carsales Network.

2.1 In this Agreement, unless the contrary intention appears:

(a) a reference to any party or other person includes that person's successors and permitted assigns;

(b) a reference to this or any other document includes a reference to that document as amended, supplemented, novated or replaced from time to time;

(c) a reference to a statute, ordinance or other legislation includes any amendment, replacement or re-enactment for the time being in force and includes all regulations, by-laws and statutory instruments made thereunder;

(d) a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, sole partnership, government or governmental subdivision or agency, association, co-operative and any other legal or commercial entity or undertaking;

(e) where a party comprises two or more persons any agreement or obligation to be performed or observed by that party binds those persons jointly and each of them severally, and a reference to that party is deemed to include a reference to any one or more of those persons;

(f) the words "include" and "including" mean "including but not limited to"; and

(g) the headings in this Agreement do not affect its interpretation.


3. PLACING AN ADVERTISEMENT

3.1 In order to place an Ad or otherwise purchase an Ad (or package of Ads), the Advertiser must:

(a) submit a signed Insertion Order; and

(b) subject to the terms of the Agreement, provide all Advertising Material to carsales.

3.2 If carsales is to create the Ad, separate terms and conditions will apply to the creation of the Ad. These terms and conditions include that carsales retains all right, title and interest to the working files and will not distribute those working files to the Advertiser.

3.3 carsales is not bound to publish an Ad until the Insertion Order is accepted by carsales. An Insertion Order will be deemed not to have been accepted by carsales if the Ad is not published or carsales otherwise notifies the Advertiser that the Insertion Order has not been accepted. However, if an Ad is published where there is no Insertion Order, the Advertiser will be liable to pay the Fees as set out in the Agreement.


4. WHAT THE ADVERTISER MUST DO

4.1 The Advertiser must:

(a) provide all required Advertising Material to carsales in the relevant timeframe prescribed in the Creative Advertising Rules and in the format prescribed by carsales from time to time;

(b) comply with the carsales Creative Advertising Rules;

(c) ensure that all Advertising Material submitted is free from all viruses, worms, Trojan horse or other programs that may damage or interfere with any carsales system, data or information or the proper working of the carsales Network websites;

(d) obtain permission from the owner of Intellectual Property Rights in any third party material included in the Advertising Material; and

(e) if the Ad involves a competition or trade promotion which requires to be licensed under any applicable laws, the Advertiser must have (and warrants to carsales that it has) all necessary licenses to conduct that competition or trade promotion;

(f) ensure that any material it submits (or which is submitted by any third party on its behalf) does not include any tag, code, cookie or other data tracking or collection device for the purpose of re-targeting carsales Network users on a third party site, network or exchange;

4.2 If the Advertiser does not provide the Advertising Material to carsales in the time set out in clause 4.1(a) or in compliance with the other terms of clause 4.1, the Ad’s publication may be delayed or the Ad may not be published. In either of those cases, the Advertiser is and will remain liable to pay for the Ad and will be invoiced the Fee from the Publication Date regardless of whether the Ad is published. The Advertiser is responsible for providing third parties with lead time and other Ad requirements and carsales will not be responsible where any delay or failure to publish the Ad that has occurred due to the Advertiser or a third party’s actions contributing to any delay or breach of the above provisions by the Advertiser.


5. WHAT THE ADVERTISER MUST NOT DO

5.1 The Advertiser represents and warrants that it has the legal power and capacity to be bound by the Agreement and will not:

(a) submit Advertising Material which:

(i) does not comply with any relevant laws including but not limited to the Competition and Consumer Act 2010 (Cth), the Privacy Act 1988 (Cth), any financial services laws or other laws under the Corporations Act 2001 (Cth), any credit licensing laws under the National Consumer Credit Protection Act 2009 (Cth) and any relevant industry guidelines;

(ii) infringes the Intellectual Property Rights of any person or breaches any duties towards any person including privacy rights;

(iii) is illegal (or promotes any illegal activity), fraudulent, obscene, offensive, violent defamatory, pornographic, discriminatory or in any way unsuitable for people under the age of eighteen (18) years;

(iv) is misleading or deceptive or likely to mislead or deceive;

(v) comprise anything which may adversely reflect on carsales, any carsales Network website or any website on which the Advertising Material is published or suggests any endorsement by or affiliation with carsales, the carsales Network or any website on which the Ad is published;

(vi) enables the Advertiser to collect any personal information, unless approved by carsales in writing;

(b) disclose to any person carsales’ rate card or this Agreement;

(c) resell, assign or transfer any rights under this Agreement to any person;

(d) insert any tag, code, cookie or other data tracking or collection device for the purpose of re-targeting carsales Network users on a third party site, network or exchange;

(e) link, pool, correlate, resell, transfer, disclose or make available any advertising statistics the result of displaying the creative on the carsales network for the purposes of behavioural targeting or other type of re-targeting Off-Network without carsales express written permission;

(f) use any automated means to query, access, retrieve, monitor, scrape, data mine or copy the carsales Network or any data therein or generate or compile any document, index or database based on the material published on the carsales Network;

(g) transfer or sell any information, functionality or products or services offered on the carsales Network or mirror or frame any web site or page within the carsales Network; and/or

(h) interfere or attempt to interfere with the proper working of the carsales Network.


6. PUBLICATION OF ADS

6.1 If accepted, carsales will use its best endeavours to publish the Advertiser's Ad as set out in the Insertion Order on these terms and conditions.

6.2 The Advertiser acknowledges and agrees that:

(a) carsales’ ability to provide the Advertising Services is dependent upon the Advertiser and third parties performing their obligations. If carsales is unable to provide the Advertising Services as a direct or indirect result of any act or omission of the Advertiser or any third party or Force Majeure, the Advertiser will have no remedy against carsales in relation to any delay or any failure to provide the Advertising Services and will be required to pay for the Fees;

(b) while every endeavour will be made to publish the Advertiser's Ad as set out in the Insertion Order, carsales will not (other than as set out in clause 12) be liable for any error in an Ad or omission or failure to publish the Ad in the form ordered, including acts or omissions of carsales, its employees or agents;

(c) carsales is not responsible for any aspect of the Advertiser’s or any third-party’s website(s) including whether any information is current and accurate and whether the Advertiser or any third party has all necessary rights in relation to the information on those websites;

(d) where any Advertising Material submitted by the Advertiser does not comply with any of the terms set out in clause 4.1, 5.1 or elsewhere in this Agreement, carsales may reject the Advertising Material and request that the Advertiser amend and resubmit the Advertising Material for approval by carsales; and

(e) carsales (or a third party engaged by carsales) may insert a tag or other similar technological device into an Ad to enable carsales (or a third party engaged by carsales) to receive and collect any information obtained with respect to the delivery and performance of the Ad campaign for use by carsales (or a third party engaged by carsales) and carsales may utilise this data in its absolute discretion.

6.3 carsales may without notice or liability, refuse to publish, withdraw or terminate the publication of an Ad if:

(a) the Advertiser is in breach of the Agreement; or

(b) carsales determines, in its absolute discretion, to refuse to publish, withdraw or terminate the publication of an Ad.

6.4 Subject to the terms of the Insertion Order, carsales has absolute editorial control in relation to the publication of the Advertiser's Ad, including, but not limited to the format, position and placement of the Ad. carsales may head an Ad " Advertisement" (or such other term, such as "sponsored") whenever required by law to do so or whenever it considers it appropriate to do so, as determined by carsales in its absolute discretion.

6.5 carsales may insert any tag, code, cookie or other data tracking or collection device in an Ad for the purpose of re-targeting carsales Network users on a third party site, network or exchange, for research, statistical and analytical purposes or for other purposes determined by carsales.


7. CHANGE REQUESTS

7.1 The Advertiser may, after submitting an Insertion Order but prior to the Publication Date, request in writing changes or variations to the Insertion Order (a ‘Change Request’).

7.2 carsales will, as soon as practicable, advise the Advertiser:

(a) if it accepts the Change Request;

(b) any variation to the Fees;

(c) any changes to this Agreement which may result from implementing the Change Request; and

(d) any impact which implementation of the Change Request is expected to have on the ability of carsales to perform its obligations in accordance with the Insertion Order.

7.4 carsales will have no obligation to proceed with a Change Request until such time as both parties agree in writing and the Subscriber has paid any additional Fee.


8. SERVICE AVAILABILITY

8.1 Subject to the Insertion Order, the Advertiser acknowledges and agrees that carsales makes no representation or warranty with respect to the continuous accessibility or availability of the carsales Network or the number of Impressions, click throughs, audience geographic location or like metrics. The Advertiser understands and accepts that traffic levels to carsales’ Network websites may fluctuate and the Advertiser is not guaranteed any particular level of exposure by purchase of the Ad.

8.2 If the Insertion Order includes a number of Impressions per a particular period on the carsales Network, carsales will use its best endeavours to supply that number of Impressions. If the number of Impressions set out in the Insertion Order is not supplied, provided that the Advertiser is not in breach of this Agreement, carsales will provide balance of Impressions of the Ad in the following period(s) or optimise carsales Network campaign placements within the same period in carsales’ absolute discretion as the Advertiser's sole remedy, except in the case of Advertiser SOV, Sponsorship and Bonus Ads. Results for the number of Impressions will be determined in carsales’ absolute discretion and results from the Advertiser or any third party provider will not be accepted for the purposes of determining any results.

8.3 If the Insertion Order includes Bonus Ads, Advertiser SOV or sponsorship carsales will use its best endeavours to supply to the Advertiser aparticular percentage level in the case of Advertiser SOV or a particular number of Bonus Ads in the case of Bonus Ads or equivalent value of sponsorship, the Advertiser acknowledges that in those circumstances carsales will not be under any obligation to refund, reimburse or credit the account of the Advertiser or provide the Advertiser with any residual number of Impressions nor would the Advertiser have any right of set-off against carsales for the payment of Fees to carsales.

8.4 carsales will use reasonable endeavours to provide 70% viewability for Ads, as that term is defined by the Interactive Advertising Bureau and the Media Rating Council pursuant to its ad campaign measurement process guidelines, as updated from time to time. To the maximum extent permitted by law carsales will not be liable for any failure to meet viewability targets unless it has agreed with the Advertiser in the Insertion Order to provide replacement Ad impressions if it fails to meet an agreed level of viewability, and in that case balance of Impressions, Bonus Ads, Advertiser SOV or sponsorship will be provided in the following period(s) or by optimising carsales Network campaign placements within the same period in carsales’ absolute discretion and only where the Advertiser is not in breach of this Agreement.


9. CANCELLATION OF ADVERTISEMENTS

9.1. Standard Campaigns:

The Advertiser may cancel an Ad and terminate the Agreement without cause, on 30 days written notice to carsales prior to the Publication Date. carsales reserves the right to charge the Advertiser for the full cost of the Ad where the Agreement is terminated with less than 30 days written notice prior to the Publication Date.

9.2. Backbone Campaigns:

The Advertiser may cancel an Ad and terminate the Agreement without cause, at any time on 90 days written notice to carsales ("Minimum Notice Period"), provided that:

(i) if the Publication Date has occurred before the date notice of termination is received by carsales or if the Publication Date occurs during the Minimum Notice Period, then:

(a) the Ad shall remain published for the Minimum Notice Period;

(b) carsales reserves the right to charge the Advertiser for the costs of the Ad over the Minimum Notice Period; and

(c) at the end of the Minimum Notice Period, carsales will remove the Ad.

(ii) if the Publication Date is to occur after the end of the Minimum Notice Period, the Ad will not be published and carsales will not charge the Advertiser for the costs of the Ad.


10. HOW AND WHEN CARSALES FEES ARE PAYABLE

10.1 The Advertiser will pay the Fees as set out in the Insertion Order.

10.2 Fees are:

(a) invoiced in respect of the month the Insertion Order is received ; and

(b) payable within 30 days of invoice.

10.3 carsales may charge the Advertiser any additional costs or disbursements that carsales incurs in the provision of Advertising Services to the Advertiser including but not limited to the cost of obtaining any necessary licenses or other regulatory approvals, talent, production or other contractor costs.

10.4 The Advertiser acknowledges and agrees that no fee or other payment will be paid by carsales to the Advertiser for placing an Ad.

10.5 If the Advertiser fails to pay any Fees by the required time in addition to any other rights it may have at law, carsales may require that the Advertiser pay:-

(a) interest to carsales, on the daily amount outstanding, at the rate applicable from time to time under the Penalty Interest Rates Act 1983 (Vic) until all monies due are paid; and

(b) any expense (including legal fees) incurred by carsales in recovering the outstanding Fees from the Advertiser.


11. TAXES

11.1 All rates and charges are quoted exclusive of GST unless expressly stated otherwise. carsales will issue the Advertiser with a valid tax invoice and the Advertiser will pay to carsales any applicable GST in addition to the rates and charges quoted.

11.2 The Advertiser must pay all taxes, duties and other government charges payable in connection with this Agreement, including but not limited to value added tax, stamp duty and sales tax excluding any charges based on carsales’ income.


12 LIABILITY

12.1 Other than as set out in this Agreement, and to the full extent permitted by law, all implied and express warranties, rights, remedies, conditions and guarantees in respect of the Advertising Services provided by carsales under this Agreement are hereby excluded.

12.2 Subject to clause 12.3, carsales will only be liable to the Advertiser:

(a) where the law creates or implies a guarantee, right or term into this Agreement which cannot be excluded and carsales breaches that term provided that to the full extent permitted by law, carsales’ liability is limited, at its option, to supplying the relevant services again or paying the cost of supplying those services again; or

(b) subject to paragraph 12.2(a), where the claim or cause of action arises out of or in connection with this Agreement (whether arising in contract, tort (including negligence), indemnity or breach of statute) carsales’ liability to the Advertiser for such claim or cause of action is limited, in aggregate in respect of all claims or causes of action, to the sum of Fees paid or payable in respect of the Advertising Services to which the claim or cause of action relates.

12.3 In no event will carsales be liable to the Advertiser for loss of use, production, profit, revenue, business, data, contract, opportunity or anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect, special or consequential loss or damage.

12.4 The Parties agree that the time within any claim or cause of action may be brought arising out of or in connection with this Agreement (other than for a failure to pay any Fees) is limited to 1 month from the date the claim or cause of action arose or the date on which the claim or cause of action should reasonably have been discovered.

12.5 For the purposes of this clause, the term carsales or Party will mean carsales or a Party to this Agreement, its officers, employees, contractors and agents, whether individually or collectively.

12.6 Any amount claimed by the Advertiser pursuant to clause 12.2 will be reduced proportionally to the extent that any loss, damage, liability, claim or expense is directly or indirectly caused, or contributed to, by the Advertiser.


13 SUSPENSION OF ADVERTISING SERVICES

carsales may in its absolute discretion immediately suspend all or part of the Advertising Services in the event of a Default Event by the Advertiser.


14 WHEN DOES THIS AGREEMENT AND/OR A PRODUCT AND SERVICES AGREEMENT END

14.1 Carsales may terminate this Agreement on 30 days written notice to the Advertiser.

14.2 A Party may terminate this Agreement by immediate written notice to the other Party (the "Defaulting Party") if:

(a) the Defaulting Party breaches any provision of the Agreement that is not capable of remedy;

(b) the Defaulting Party breaches any provision of the Agreement that is capable of remedy and fails to remedy such breach within 10 days of receipt of written notice; or

(c) the Defaulting Party is Insolvent (each a "Default Event").

14.3 On the termination or expiry of this Agreement:

(a) carsales will immediately cease to provide the Advertising Services;

(b) the Advertiser must pay all outstanding Fees to carsales;

(c) each party must return or destroy (at the election of the disclosing party) the other party’s Confidential Information (except to the extent that a party is required to retain any Confidential Information by law); and

(c) clauses 2, 5.1(b) to (g), 11, 12, 14, 15, 16, 17, 18.2, 18.6, 18.8, 18.9 and 18.10 will survive.

14.4 Termination of this Agreement will not prejudice any accrued rights or liabilities of a Party.


15 WARRANTY AND INDEMNITY

15.1 The Advertiser warrants to carsales that it is fully authorised to publish and authorise carsales to publish (and authorise others to publish) on its behalf the Ad and all Advertising Material and that carsales’ use of the Advertising Material will not infringe the Intellectual Property Rights of any third party.

15.2 The Advertiser indemnifies carsales, its Related Bodies Corporate (plus the owners or operators of any website which carsales syndicates Ads to) and each of their directors, officers, agents and employees against all actions, claims, proceedings, demands and any other liability (including the cost of defending or settling any actions, claims and demands) which may be instituted against, claimed or demanded from carsales (or any of the indemnified persons set out in this clause 15.2) arising wholly or partially, directly or indirectly, out of:

(a) a breach of the Agreement or a breach of law by the Advertiser;

(b) any wilful, unlawful or negligent act or omission by the Advertiser;

(c) the publication by carsales, its Related Bodies Corporate or any other person of the Advertiser’s Ad or any Advertising Material.

15.3 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties under the Agreement.


16 OWNERSHIP AND LICENCE

16.1 Subject to any warranties provided in these Terms and Conditions by the Advertiser, carsales acknowledges that the Advertising Materials are owned by or licensed to the Advertiser.

16.2 The Advertiser grants carsales a non exclusive, royalty free, worldwide licence to:

(a) use, copy, adapt, re-format, re-compile, edit, modify, perform, reproduce, display, transmit and distribute the Advertising Material for the purposes of performing its obligations pursuant to this Agreement; and

(b) use, copy, transmit, reproduce, display, distribute and publish the Advertiser’s name, business name or trade mark owned used by the Advertiser for the purposes of marketing or promoting the Advertising Services or any other carsales products or services to third parties.


17 VARIATION

carsales may, in its absolute discretion, modify or amend these Terms and Conditions by publishing those modified or amended Terms and Conditions on its website (or the MediaMotive website) and such modification or amendment will be binding on the Advertiser upon publication. The Advertiser should regularly check the MediaMotive website for any updates to these Terms and Conditions. The Advertiser must thereafter comply with the amended Terms and Conditions or terminate this Agreement as set out herein.


17 CONFIDENTIALITY

17.1 Subject to clause 17.2, and without limiting clause 5.1(b), each party must maintain the confidentiality of the other party's Confidential Information and not disclose the other party's Confidential Information to any person.

17.2 A receiving party may disclose the Confidential Information of a disclosing party to an Associated Person provided that any Associated Person complies with clause 17.1 as if it had been a party to these Terms and Conditions.


18 OTHER LEGAL MATTERS

18.1 Usage Statistics

Carsales’ statistics shall, in the absence of evidence to the contrary, be conclusive for the purpose of calculating the number of Impressions, usage statistics and like metrics, in respect of the Advertising Services.

18.2 Entire Agreement

The Agreement sets out the entire agreement between carsales and the Advertiser in respect of the Advertising Services and supersedes all prior arrangements, undertakings, representation and warranties in respect of the Advertising Services including any terms and conditions submitted by the Advertiser not set out in this Agreement.

18.3 Further Acts

Each Party agrees to promptly do all things that may be necessary or desirable to give full effect to every part of this Agreement if asked in writing by the other Party to do so.

18.4 Assignment

Except for an assignment by carsales to its Related Bodies Corporate, neither Party may assign, transfer or otherwise dispose of, in whole or in part, their rights or obligations under this Agreement, without the prior written consent of the other which consent will not be unreasonably withheld.

18.5 Sub-contractors

Carsales may subcontract the performance of this Agreement or any part thereof.

18.6 Provisions Severable

If any provision of this Agreement is invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected and such invalid, illegal or unenforceable provision is to be severed from this Agreement.

18.7 Waiver

Failure by any Party to exercise or delay in exercising any right, power or remedy under this Agreement does not prevent its exercise. Any waiver of this Agreement must be in writing signed by the Party or Parties to be bound.

18.8 Notice

Where in this Agreement a Party is required to give notice in writing, a Party may give the same by:

(a) prepaid ordinary post to the party’s address set out in the Insertion Order which will be deemed to be delivered 2 Business Days after it is sent;

(b) email to the email address set out in the Insertion Order which will be deemed to be delivered on the same date that it was sent, except where the sender receives an email notification that the email was not delivered to the recipient.

The Advertiser is responsible for providing carsales with updates to any contact details set out in the Insertion Order.

18.9 Costs

The Parties agree to pay their own legal and other costs and expenses in connection with this Agreement.

18.10 Governing Law

This Agreement is governed by and construed in accordance with the laws of the state of Victoria, Australia and the Parties irrevocably submit to the exclusive jurisdiction of the courts in that state.