SimplePart Online Terms and Conditions

Simplepart parts and accessories online dealer participation terms and conditions

Version V 1.0, published October 2026

By signing the Dealer Participation Form, you accept these Terms and Conditions which will govern the supply of the Service(s) by SimplePart.

1. DEFINED TERMS

The following capitalised terms shall have the meaning given in this Agreement:

Affiliate means, with respect to a legal entity, any other legal entity that directly or indirectly Controls, is Controlled by, or is under common Control with that legal entity, provided that no investment fund, fund manager, general partner or portfolio company shall be deemed an Affiliate solely by virtue of being under common ownership or investment management by the same investment fund, fund manager or general partner.

Agreement has the meaning given in clause 14.1.

AI means artificial intelligence.

AI Functionality means any AI-enabled functionality, features or services used or provided in connection with the Service(s).

AI Terms means SimplePart’s terms relating to the use of AI Functionality, found at https://ifmamericas.com/legal/ai-terms/ (as updated, amended, replaced, or superseded from time to time), and which forms part of this Agreement.

Applicable Data Protection Laws means all data protection, privacy or personal information laws or regulations in any jurisdiction applicable to the Processing of Personal Data under these Terms and Conditions (as updated, amended, replaced, or superseded from time to time).

Authorised Purpose means the Customer’s use of the Services, Documentation and Interfaces (if applicable) to promote and sell Products.

Brand means the automotive brand specified on the Dealer Participation Form.

Business Day means a day other than a Saturday, Sunday or public holiday where the Customer is located.

Commencement Date means the date this Agreement commences, which is deemed to be the date the Dealer Participation Form is signed.  

Committed Term means 12 months  from the Services Activation Date.

Common Materials means data, databases, documents, spreadsheets, online content, software, third party media or any other source of product or Brand information which is publicly available, or which Manufacturer provides to SimplePart, or requests that SimplePart use.

Competing Product means any software product, platform, tool, application, interface or service that performs the same or substantially similar functions as the Service(s) and/or the Interface, or that is marketed to the same or a substantially similar customer base as the Service(s) and/or the Interface, whether offered commercially or made available as open source.

Competitive Purpose means any use of the Service(s), or any data, output, or information derived from the Service(s), 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 Service(s) or any material feature or functionality of the Service(s); or

(c) provide competitive intelligence or benchmarking advantage to the Customer or any third party in relation to SimplePart’s business, technology, or pricing.

Confidential Information means all information acquired by the Recipient in connection with the Service(s) or the Agreement, including:

(a) information concerning the technology, personnel, policies, customers or business strategies of the Discloser;

(b) information relating to the Service(s) and/or the Fees;

(c) the Customer Data; and

(d) all other information relating to the Discloser, including its products, business activities, finances, Intellectual Property, marketing or promotional information, policies and personnel,

but not information that: (i) either is or becomes available to the public other than as a result of a breach of an obligation of confidentiality; or (ii) the Recipient can demonstrate was already in the Recipient’s possession at the time of receipt or becomes lawfully available to the Recipient on a non-confidential basis from a third party entitled to make disclosure.

Consumer Price Index means the consumer price index published by the US Bureau of Labor Statistics.

Contract Representative means the person or people identified as the primary contact on a Dealer Participation Form and for SimplePart, legal@infomedia.com.au.

Control means the direct or indirect power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting securities, the right to appoint or remove a majority of the board of directors (or equivalent governing body), by contract or otherwise, and Controlled and Controlling have corresponding meanings.

Customer or you means the party specified as the Customer or Dealer in the Dealer Participation Form and includes the employees and agents of the Customer or Dealer as context requires.

Customer Data means any information, materials, documents and other data in any form provided by or on behalf of the Customer to SimplePart in connection with the Service(s), including Personal Data and the Customer’s Confidential Information but excluding any SimplePart Material.

Customer Material means any material developed independently of this Agreement by the Customer or its licensors and provided to or accessed by SimplePart in connection with its performance of this Agreement.

Customer Dependencies meansthe actions or inputs the Customer must provide for SimplePart to provide the Service(s) including the provision of contact details for the Customer Contract Representatives, the establishment of third party online advertising accounts and payment processing accounts, preparation for SimplePart set up, completion of SimplePart questionnaire, and maintenance of systems that meet or exceed the SimplePart required specifications. .

Dealer Participation Form means the document produced by SimplePart and accepted by the Customer that details the Service(s) and the Fees payable, as may be updated from time to time to reflect any additional services or renewal (if applicable). 

Derived Data means metadata and any other data, analytics, insights, statistics, trend information, benchmarking information or other derivative works generated, created, compiled or derived by SimplePart through its analytical processes and procedures, including in connection with the provision or use of the Service(s), Customer Data and/or Information. For the avoidance of doubt, Derived Data includes aggregated, de-identified and anonymised data sets, but does not include Customer Data in identifiable form and does not identify, or reasonably permit the identification or re-identification of, the Customer or any other individual.

Digital Marketing means the application of search engine optimisation, search engine marketing and other online methods to bring visitors to the Website.

Discloser means the Party disclosing Confidential Information.

Documentation means the documentation setting out the specifications for the Service(s) made publicly available by SimplePart.

DPA means SimplePart’s standard form data processing addendum, found at Data Processing Addendum (DPA) (as updated, amended, replaced or superseded from time to time) or such other data processing addendum as may be agreed between SimplePart and the Customer, and in either case, which forms part of this Agreement.

Fees means the fees and charges for the Service(s) specified in the Dealer Participation Form, which may include fees or other amounts payable by Customer to the Manufacturer and/or third party advertisers.

Final Product Data means the product of SimplePart’s data processing services and confidential business methods as applied to Materials, but excluding the Customer Data.

Force Majeure Event means any of the following causes provided they are outside the reasonable control of the affected Party and could not have been prevented or avoided by that Party taking all reasonable steps:

(a) act of God, pandemic, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;

(b) war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;

(c) act of public enemy, sabotage, malicious damage, terrorism or civil unrest;

(d) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority; or

(e) industrial action not specific to SimplePart or its Personnel.

Gross Negligence means any act or failure to act (whether sole, joint or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences.

Information Security Compliance Terms means SimplePart’s standard form security and compliance terms, found at Information Security and Compliance Terms (as updated, amended, replaced or superseded from time to time) and which forms part of this Agreement.

Insolvency Event means, in respect of a person, any of the following events:  

(a) the person is unable to pay its debts as and when they fall due;

(b) the person enters into, proposes, or resolves to enter into any arrangement, compromise, composition, moratorium, restructuring or other arrangement with creditors generally;

(c) a receiver, receiver and manager, administrator, trustee, liquidator, provisional liquidator, insolvency practitioner, restructuring officer or similar officer is appointed in respect of the person or any material part of its assets;

(d) the person becomes subject to liquidation, winding up, administration, bankruptcy, dissolution, reorganisation, restructuring or a similar insolvency proceeding;

(e) an application, petition, resolution or other step is taken which is preparatory to, or could reasonably result in, any of the events described in paragraphs (b), (c) or (d), unless the relevant step is withdrawn, dismissed or stayed within thirty (30) days; or

(f) any event occurs in any jurisdiction that has an analogous or substantially similar effect to any of the events described in paragraphs (a) to (e).

Interface means any application programming interface and any other proprietary processes, systems, software, hardware, specifications, data formats, security codes, scripts and related Intellectual Property Rights developed, owned, licensed or otherwise made available by either SimplePart or a third party that enables the transfer, exchange or interoperability of data between the Service(s) and any third-party system or application, including any updates, modifications or enhancements.

Intellectual Property Rights meansall intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks (including any goodwill acquired therein), service marks, trade names, patents, trade secrets, know-how, Confidential Information, inventions, discoveries, Moral Rights, and all other intellectual property and proprietary rights (whether registered or unregistered) as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization 1967, together with all rights to enforce any of the foregoing, that exist or may exist anywhere in the world.

Manufacturer means the original equipment manufacturer or national sales distributor of Products.

Materials means the combination of Common Materials and Customer Data.

Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as updated, amended, replaced or superseded from time to time), being “droit moral” or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any other law of the Commonwealth of Australia), that exist or that may come to exist, anywhere in the world.

Party means SimplePart and the Customer (and together the Parties).

Personal Data means information about an identified or identifiable natural person, or which otherwise constitutes “personal data”, “personal information”, “personally identifiable information” or similar terms as defined in Applicable Data Protection Laws.

Personnel means employees, partners, agents and sub-contractors (including employees of sub-contractors) of SimplePart.

Processing (and Process and Processed) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

Products means genuine Brand parts and accessories.

Protected Customer meansa Customer who, at the time of the fee adjustment notice in clause 5.5 is expressly entitled under mandatory applicable law in its jurisdiction to a right to exit a contract in response to a unilateral price variation, and only to the extent required by that law, including a Customer:

(a) operating in Australia with fewer than 100 employees or has an annual turnover of less than AUD $10 million; or

(b) who is a party to a contract that is a “small trade contract” under the New Zealand Fair Trading Act 1986, being a contract with an annual value of less than NZD $250,000 (including GST) and operates in New Zealand.

Recipient means the Party receiving Confidential Information.

Service(s) means the creation, maintenance and management of the Website and if selected by Customer, Digital Marketing and other add ons.

Services Activation Date means the earlier of:

(a) the date on which the Service(s) are activated and/or made available; and

(b) sixty (60) days from the date of signing the Dealer Participation Form.

SimplePart means SimplePart LLC  with its registered address at 84 Walton ST NW, Suite 400, Atlanta GA 30303 and any of its Affiliates.

SimplePart Material means any material (other than Customer Data and Customer Material) that is owned by, licensed to, developed by or created for SimplePart in connection with this Agreement, including:

(a) the Service(s), Documentation, Interfaces, Derived Data and Final Product Data;

(b) any material incorporated in, necessary to use or obtain the benefit of, or otherwise provided in connection with, the Service(s); or

(c) any work product, developments, modifications, enhancements, configurations, customisations or other materials created by SimplePart or its Personnel in connection with this Agreement.

Term means the Committed Term and any Renewal Term.

Website means the Brand website which facilitates the Customer’s sale of Products online.  

2. SUPPLY OF SERVICES

2.1 SIMPLEPART’S OBLIGATIONS

2.1.1 Services –SimplePart will deliver the Service(s) during the Term in accordance with this Agreement and with reasonable skill and care and in accordance with good industry practice.

2.1.2 Acknowledgement – Customer acknowledges that:

(a) SimplePart’s ability to deliver the Service(s) is subject to the Customer complying with its obligations and undertakings in clause 2.2;

(b) Should Customer fail to comply with Clause 2.2 in whole or in part, SimplePart bears no liability for any impact to performance, availability, or outcomes; and

(c) Restoration of the Services may be conditional on Customer’s cooperation, completion of required actions, and, if applicable, payment of any reinstatement or administrative fees.

2.1.3 Website wording –Without limiting SimplePart’s obligations to Customer, or Customer’s rights and remedies under this Agreement, Customer shall permit SimplePart to include the following disclaimer of liability on the Website with words to the effect:

This site is provided by SimplePart, LLC on behalf of the applicable merchant. The merchant is solely responsible for providing all applicable merchandise.  SimplePart, LLC provides this site AS IS and without any warranties of any type. You agree and acknowledge that SimplePart, LLC has no liability to you with respect to your acquisition or use of any merchandise provided by the merchant.  Your use of this site constitutes your irrevocable agreement with these terms. 

2.2 CUSTOMER OBLIGATIONS

2.2.1 Online advertising – The Customer:

(a) Must establish, manage, own and fund accounts with third parties for online advertising;

(b) In the case of Base+, Advanced and Pro packages, authorises SimplePart to manage its Digital Marketing including its third party online advertising accounts;

(c) Must ensure its third party advertising accounts meet and continue to meet the third party requirements where Customer manages its own Digital Marketing. The parties acknowledge these requirements may change from time to time and SimplePart may not be able to provide some or all Services if the Customer’s online advertising account is suspended for not meeting such requirements. If Customer’s online advertising account is suspended or its products are disapproved:

(i) Where SimplePart provides a product data feed using Final Product Data to the Customer’s third party advertising account(s), SimplePart will audit the Website against the third party’s compliance checklist and inform Customer if it is able to diagnose the issue. Audits in excess of 6 per year will be charged as an ad hoc service in line with clause 5.5.  

(ii) Customer must promptly fix the non-compliance and provide the third party with credentials and other documents required to ensure the account is reinstated without delay.

(iii) Customer acknowledges its obligation to pay Fees is not impacted during any suspension caused directly or indirectly by Customer’s failure to meet the third party’s requirements.

(d) May provide SimplePart with credentials to use Materials from remote systems (for example Customer’s DMS) or access Customer accounts on Customer’s behalf. Customer authorises SimplePart to use such systems and access such accounts and Customer represents and warrants that Customer has permission to extend such use of and access to these systems and accounts.

2.2.2 Payment Processing – The Customer:

(a) Must establish, manage and own online payment processing accounts, to which SimplePart will direct customers to make payments for orders.

(b) Must notify the SimplePart in writing of any change to its online payment processing accounts, including but not limited to changes to account credentials, payment gateway providers, tokenised card details, direct debit authorities, or merchant facility arrangements, no less than 5 business days prior to the effective date of such change. Where Customer fails to provide timely notice in accordance with this clause, SimplePart:

(i) bears no liability for any failed, delayed, or incorrect payment transactions arising from or attributable to the undisclosed change; and

(ii) may, at its discretion, suspend provision of Services until the Customer’s payment account details are confirmed in writing and a successful test transaction (if applicable) is completed.

All reasonable costs incurred by SimplePart in re-processing failed transactions or recovering outstanding amounts caused by Customer’s failure to notify shall be borne by the Customer.

(c) Wishes to allow end users to pay for orders by entering payment card information (PCI) through the Website. Customer understands that this requires SimplePart to temporarily hold/transmit PCI and end user information on Customer’s behalf, and acknowledges SimplePart has explained the risks associated with online transaction processing. SimplePart will adhere to Applicable Data Protection Laws, Payment Card Information Compliance Standards, and to the Information Security Compliance Terms. However, SimplePart is not in any way liable for any loss, damage, security breach or failure in performance arising out of or in connection with any act or omission of any third party payment processor or provider nor is SimplePart responsible for customer funds or order fulfillment and the final risk and responsibility for customer information, funds and PCI remains with the Customer.

2.2.3 General – The Customer must:

(a) Act in good faith and provide reasonable and timely assistance and co-operation to SimplePart in all matters relating to the Service(s);

(b) Ensure it completes and supplies any Customer Dependencies and Customer Data in a timely, and accurate manner, and acknowledges that SimplePart may be unable to provide the Service(s) unless and until the Customer has completed all Customer Dependencies and supplied all required Materials; and

(c) Provide SimplePart with access to the Customer premises and/or technology environment as is reasonably required for the purpose of allowing SimplePart to perform its obligations under this Agreement.

2.2.4 Representation and warranty – The Customer represents and warrants that it is authorised and licensed:

(a) to sell the Products.

(b) to use third party trademarks and the Materials that Customer requests to appear on the Website, and that it has the right and power to authorise SimplePart’s use of such trademarks and Materials in connection with the Website, including within third party online advertising services.

3. SERVICES: TERMS OF USE

3.1 PROHIBITED USE – The Customer must not:

3.1.1 Use the Service(s), Documentation, Interfaces, Derived Data or any output, report, recommendation, data or information generated through the Service(s) to: (a) design, build, test, train, develop or improve any Competing Product; or (b) evaluate, analyse, or document the features, functionality, performance, architecture or user experience of the Service(s) for the purpose of replicating or competing with the Service(s);

3.1.2 Use any Final Product Data, SimplePart Materials, Common Materials or other output generated by the Service(s) as training data, fine-tuning data, or evaluation data for any machine learning model, algorithm or AI-system;

3.1.3 Permit any employee, contractor, consultant or agent who is involved in the development of a Competing Product to access the Service(s), Documentation or Interfaces;

3.1.4 Share, disclose, or make available, any information derived from the Service(s) (including performance data, pricing data, feature comparisons, output data, Documentation, Interfaces or Derived Data) to any third party for the purpose of developing or improving a Competing Product; or

3.1.5 Copy, misuse or disclose any users names or passwords, alter, circumvent, reverse engineer, recompile, decompile, disassemble, resell, pass-through, sub-licence, transfer, rent, lease, timeshare or re-brand any part of the Service(s) or Documentation for any purpose, nor shall it facilitate, induce or permit any other person to do the same.

3.2 COMPETITIVE PURPOSE – If the Customer becomes aware that any of its employees, contractors, consultants or agents has accessed or used the Service(s), Documentation, Interfaces, Derived Data, Final Product Data or any output, report, recommendation, data or information generated through the Service(s) for a Competitive Purpose, the Customer must:

3.2.1 Immediately revoke that person’s access to the Service(s);

3.2.2 Notify SimplePart in writing within three (3) Business Days of becoming aware of the breach; and

3.2.3 Provide SimplePart with reasonable details of the breach and the steps taken by the Customer to remedy it.

3.3 ACKNOWLEDGEMENT – The Customer acknowledges that:

3.3.1 A breach or threatened breach of this clause 3 would cause SimplePart irreparable harm for which damages alone would not be an adequate remedy;

3.3.2 SimplePart may immediately suspend access to the Service(s) where SimplePart reasonably suspects a breach of this clause 3. SimplePart will notify the Customer of the suspension as soon as reasonably practicable;

3.3.3 In addition to any other remedy available at law or in equity, SimplePart 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;

3.3.4 SimplePart’s right to seek injunctive relief under this clause 3 is in addition to, and does not limit, any other rights or remedies available to SimplePart, including termination of this Agreement under clause 6 and the recovery of damages; and

3.4 SURVIVAL – The Customer’s obligations in this clause 3 survive termination or expiry of this Agreement.

3.5 AUDIT RIGHT – The Customer shall, no more frequently than once per year, permit SimplePart or its designated auditor to audit the Customer’s use of the Service(s), or use SimplePart’s requested software reporting, to verify the Customer’s compliance with this Agreement; and if any audit reveals that the Customer has underpaid Fees or other charges, then without prejudice to SimplePart’s other rights, the Customer shall pay to SimplePart an amount equal to such underpayment as calculated in accordance with SimplePart’s current list prices in addition to the cost of the audit.

4. INTELLECTUAL PROPERTY

4.1 OWNERSHIP – Except as expressly set out in this Agreement, nothing in this Agreement transfers ownership of, or grants any rights in, a Party’s Intellectual Property Rights.

4.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS –

4.2.1 As between the Parties, the Customer retains all right, title and interest in and to the Customer Data and Customer Materials, subject to any rights of individuals in their Personal Data under Applicable Data Protection Laws.

4.2.2 To the extent Customer Data includes Personal Data, individuals may retain statutory privacy and data protection rights in relation to that Personal Data independent of this Agreement under Applicable Data Protection Laws.

4.2.3 The Customer grants to SimplePart a non-exclusive, worldwide, royalty free licence to collect, access, use, store, host, combine, analyse and otherwise Process Customer Data and Customer Material for the Term to which it relates, to: (i) provide, operate, support and maintain the Service(s); (ii) maintain, evaluate, develop, train, enhance and improve the Service(s) and any other products, services, technologies, analytics,  tools and capabilities of SimplePart and/or any of its Affiliates; (iii) create, generate, compile and derive Derived Data and Final Product Data; (iv) respond to a support request; (v) fulfil its obligations under this Agreement; and (vi) otherwise comply with applicable laws. Except for the rights expressly granted under this clause, SimplePart acquires no ownership rights in Customer Data or Customer Material.

4.3 SIMPLEPART INTELLECTUAL PROPERTY RIGHTS –

4.3.1 As between the Customer and SimplePart, all rights, title and interest, including all Intellectual Property Rights, in and to the SimplePart Material, Final Product Data, Derived Data and SimplePart’s Confidential Information vest in and remain the property of SimplePart. 

4.3.2 Apart from any limited rights granted under this Agreement, neither the Customer nor any Affiliate of the Customer acquires any right, title or interest in or to the SimplePart Material, Final Product Data, Derived Data, SimplePart’s Confidential Information or any associated Intellectual Property Rights by virtue of this Agreement, payment of Fees, use of the Service(s) or any other dealings between the Customer and SimplePart.

4.3.3 Subject to the terms of this Agreement, SimplePart grants to the Customer, a non-transferable, non-exclusive, non-sublicensable and revocable licence for the applicable Term to use and access the Service(s), Documentation and SimplePart Interfaces (if applicable) solely for the Authorised Purpose.

4.3.4 To the extent any Intellectual Property Rights vest in the Customer or any of its personnel (including, without limitation, employees, partners, agents and sub-contractors (including employees of sub-contractors) (the “Customer Personnel”), the Customer assigns and must procure that the relevant Customer Personnel assigns, to SimplePart all right, title and interest, including the Intellectual Property Rights, in and to the SimplePart Material and Final Product Data with effect on creation.

4.3.5 The Customer must, and must procure that the relevant Customer Personnel will, execute all documents and do all things reasonably required by SimplePart to give effect to, perfect or record the assignment of all Intellectual Property Rights in the SimplePart Material and Final Product Data.

4.3.6 The Customer must also procure all necessary consents and waivers of Moral Rights from Customer Personnel to permit SimplePart and its licensees to use, modify, adapt, exploit and commercialise the SimplePart Material and Final Product Data without restriction.

4.4 DERIVED DATA –

4.4.1 The Customer acknowledges that SimplePart may create Derived Data from Customer Data, including statistical, benchmarking, trend, performance, utilisation, market and other analytical information in connection with the provision and use of the Service(s), including for usage measurement, licence compliance, analytics, benchmarking, product development, service improvement and other legitimate business purposes.

4.4.2 Subject to Applicable Data Protection Laws, SimplePart may use, reproduce, modify, adapt, publish, disclose, distribute, licence, sell, commercialise and otherwise exploit Derived Data for any lawful business purpose, including product and service development, research, analytics, benchmarking, reporting and commercial offerings.

4.4.3 Without limiting clause 4.4.2, SimplePart may disclose, licence, provide, or otherwise make Derived Data available to its Affiliates and/or third parties (such as national sales companies, distributors, automakers, original equipment manufacturers and/or business partners), provided that such Derived Data remains Derived Data as defined in this Agreement.

4.5 FINAL PRODUCT DATA AND COMMON MATERIALS

4.5.1 The parties acknowledge and agree that:

(a) The Website is based on and displays Final Product Data and Final Product Data is derived from the application of SimplePart’s confidential business methods and the Materials. Third parties (for example end users, web crawlers) will necessarily have access to elements of Final Product Data through the Website, and that this is unavoidable and SimplePart is in no way responsible or liable for what third parties may do with the Final Product Data including the Materials. Customer accepts all responsibility and liability for third party use of information available through the Website.

(b) Common Materials are used by all SimplePart dealers who are licensed to sell Products of the Brand.

(c) The Customer must not use the Final Product Data for any purpose other than the Website(s).

4.5.2 Manufacturer is the owner and/ or exclusive licensee of Brand information and trade marks included in Common Materials and the Website, selling of Products, and Services must comply at all times with all applicable Brand and Product requirements, standards, and guidelines of Manufacturer. If requested by Manufacturer, or if SimplePart reasonably believes Customer has failed to comply with any such requirements, standards or guidelines, SimplePart may remove the Brand information, the Brand trademarks, and Common Materials from the Website, or terminate this Agreement and any such action taken shall not constitute a breach of any obligation under this Agreement or under any Dealer Participation Form.

4.6 FEEDBACK – Any comments, suggestions, ideas, recommendations, enhancement requests, corrections, improvements or other feedback relating to the Service(s), SimplePart Interfaces and/or Documentation (“Feedback”) provided by the Customer are voluntary. The Customer assigns to SimplePart all right, title and interest, including all Intellectual Property Rights, in and to the Feedback. SimplePart may freely use, reproduce, modify, disclose, licence, distribute and otherwise exploit the Feedback in any manner and for any purpose without compensation, approval or any other obligation to the Customer.

5. FEES AND PAYMENT TERMS

5.1 FEES– In consideration of the rights granted to the Customer under this Agreement, the Customer must pay the Fees to SimplePart or its nominee within 14 days of issue of an invoice in the currency specified in the Dealer Participation Form (or other period as specified in a Dealer Participation Form). Set up and establishment fees will be payable in advance. Monthly billing for services rendered will commence on the Services Activation Date.

5.2 SUSPENSION AND INTEREST– The rights of the Customer to access and use the Service(s) are conditional upon payment of the applicable Fees in accordance with this Agreement, and non-payment of Fees may result in those access rights being restricted, suspended or terminated in accordance with this Agreement. Without limiting any other right, SimplePart reserves the right to demand interest on overdue payments at an annual rate of the Consumer Price Index plus 2%, calculated and applied daily until final payment and suspend Customer’s right to use the Service(s) if payment is overdue in which case  Customer will be required to pay its balance due and an account reinstatement fee at SimplePart’s then current rates before SimplePart resumes the Services.

5.3 THIRD PARTY FEES– Third party costs (for example Digital Marketing) such as cost per click advertising are not included in SimplePart’s rates and are the responsibility of Customer.

5.4 SURVIVAL– The obligation to pay any outstanding amount to SimplePart under this Agreement will survive any termination or expiration of this Agreement or applicable Dealer Participation Form.

5.5 AD HOC SERVICES– Any ad hoc or additional services or programs requested by the Customer and agreed to by SimplePart which are not a part of the Service(s) specified in a Dealer Participation Form shall be invoiced by or on behalf of SimplePart and calculated at SimplePart’s then current rates.

5.6 FEE REVIEW– SimplePart reserves the right to review and adjust the Fees once per annum to reflect inflation and increased costs of production at the greater of 5% or the Consumer Price Index. SimplePart will provide no less than thirty (30)  days’ written notice prior to any fee adjustment. The Customer that qualifies as a Protected Customer may terminate the Agreement by providing SimplePart with written notice no later than fifteen (15) days after receipt of SimplePart’s fee adjustment notice. Any such notice of termination must specify the Customer’s basis for qualifying as a Protected Customer. Termination will take effect on the last day of the current notice period, and the Customer remains liable for all Fees accruing up to and including that date. Where the Customer validly exercises this right, no early termination fee will apply in respect of the terminated Service(s). For the avoidance of doubt, the termination right in this clause 5 does not apply to any Customer that does not qualify as a Protected Customer, and no other right to terminate in response to a fee adjustment arises under this Agreement.

5.7 TAXES– All Fees exclude any applicable taxes, duties or levies which will be added to each invoice. The Customer is responsible for paying all applicable taxes associated with the purchase or use of the Service(s) provided under this Agreement, except taxes based solely on SimplePart’s income. If SimplePart has a legal obligation to collect and remit taxes, the appropriate amount shall be added to the Customer’s invoice and paid by the Customer, unless the Customer provides SimplePart with a valid tax exemption certificate authorised by the appropriate taxing authority.

5.8 TAX TREATY –To the extent the Customer is required by applicable law to deduct any withholding tax from any payment to SimplePart, then to the extent there is a double tax treaty which applies to the supply made in connection with this Agreement, the Customer must provide SimplePart with valid tax certificates as issued by the relevant local tax authorities which enables SimplePart to claim amounts withheld from the relevant taxing authority.  If no taxation treaty exists, or if the Customer fails to produce appropriate tax certificates, then SimplePart or its nominee shall be entitled to gross up the Fees to ensure it receives the total Fees stated in each Dealer Participation Form.  This right extends to include the ability to issue supplementary invoices for past supplies from which Customer withheld withholding tax.

5.9 BILLING AGENT – SimplePart may appoint any of its Affiliates (“Billing Agent”) to issue invoices, collect payments, and perform related billing and payment-processing functions on its behalf under this Agreement. Any invoice issued by a Billing Agent shall be deemed issued by SimplePart for all purposes of this Agreement. Payment made by the Customer to the Billing Agent in accordance with this Agreement shall constitute valid discharge of the Customer’s payment obligations to SimplePart as if payment had been made directly to SimplePart.

6. TERM & TERMINATION

6.1 TERM AND RENEWAL – This Agreement will commence with effect from the Commencement Date and remains in force until the end date of the Committed Term unless validly terminated earlier. Upon expiration of the Committed Term, this Agreement will automatically renew under the same terms and conditions for further 12-month periods (each a “Renewal Term”), save that Fees may be adjusted by SimplePart in accordance with clause 5.6.

6.2 TERMINATION – This Agreement or a Dealer Participation Form may only be terminated as follows:

6.2.1 By either Party giving at least thirty (30) days’ written notice of non-renewal to the other Party prior to the expiration of the current Term (or other period as specified on a Dealer Participation Form).

6.2.2 By either Party with immediate effect if the other Party is in material breach of this Agreement and the breach is incapable of remedy or is capable of remedy but the defaulting Party has not remedied that breach within ten (10) Business Days of the notice of material breach.

6.2.3 By either Party if the other Party is subject to an Insolvency Event (to the extent the termination is permitted by law).

6.2.4 By SimplePart if the Customer defaults on its obligation to pay Fees and such Fees remain unpaid for ninety (90) days. SimplePart may also place a suspension on the Customer’s Service(s) in this instance.

6.3 EFFECT OF TERMINATION OF A DEALER PARTICIPATION FORM – Termination of a Dealer Participation Form will only terminate that Dealer Participation Form and will not affect any other Dealer Participation Form or this Agreement.

6.4 CUSTOMER DATA AFTER TERMINATION –Upon termination of the Agreement:

6.4.1 the Customer will cease using the Service(s) and SimplePart will cease using Customer Data;

6.4.2 unless some other time period is required under applicable laws within ninety (90) days of the date of termination of the Agreement and subject to the Customer’s written request, SimplePart will deliver to the Customer all Customer Data (for the avoidance of doubt, excluding any SimplePart Material) in the possession or control of SimplePart, in a format as determined by SimplePart. Unless prohibited by applicable law SimplePart may charge the Customer at its then current rates to provide such Customer Data; and

6.4.3 any Customer Data stored on the SimplePart’s backup media will “age out” over the period of routine rotation practices and the Customer acknowledges that it is not possible to selectively delete the Customer Data from the backup sets.

6.5 NO OBLIGATION TO DISCLOSE – Nothing in this Agreement requires SimplePart to disclose data or information that:

6.5.1 constitutes SimplePart’s Intellectual Property Rights, including trade secrets or proprietary algorithms, models, or methodologies;

6.5.2 is generated solely by SimplePart’s internal processes without direct input from the Customer’s use of the Service(s); or

6.5.3 is protected by Intellectual Property Rights held by SimplePart or a third party, where disclosure would constitute an infringement of such Intellectual Property Rights.

6.6 ENFORCEABILITY – All rights and liabilities accrued pre-termination shall remain enforceable between the Parties.

7. WARRANTIES

7.1 MUTUAL WARRANTIES – Each Party warrants to the other Party that it:

7.1.1 has the right, power and authority to enter into this Agreement and to grant the licences and rights set out in this Agreement;

7.1.2 owns, or has the necessary rights to licence, the Intellectual Property Rights it contributes under this Agreement;

7.1.3 is not in material breach of any applicable laws and regulations relevant to its performance under this Agreement;

7.1.4 has complied in all material respects with Applicable Data Protection Laws in relation to any Personal Data Processed by it under this Agreement; and

7.1.5 has obtained all licences, permits, approvals and authorisations required to perform its obligations under this Agreement.

7.2 CUSTOMER WARRANTIES – The Customer warrants to SimplePart that:

7.2.1 it has relied on its own commercial analysis and judgment in selecting the Service(s) and has not relied upon any representation, warranty or undertaking not expressly set out in this Agreement;

7.2.2 the Customer is authorised to provide the Customer Data and Customer Materials to SimplePart and has obtained all rights, permissions, consents, notices and other lawful bases required under Applicable Data Protection Laws to enable SimplePart, its Affiliates and the Personnel to access, use, disclose, store and otherwise Process the Customer Data and Customer Materials in accordance with this Agreement and Applicable Data Protection Laws;

7.2.3 it has the right to grant, and hereby grants, to SimplePart the rights and licences in respect of the Customer Data and Customer Material contemplated by this Agreement; and

7.2.4 SimplePart’s access to, use, disclosure, storage and other Processing of the Customer Data and Customer Materials in accordance with this Agreement and Applicable Data Protection Laws will not infringe the rights of any third party or cause SimplePart to breach Applicable Data Protection Laws.

7.3 PERFORMANCE WARRANTIES – SimplePart warrants to the Customer that the Service(s) materially conform to the Documentation.

7.4 STATUTORY WARRANTIES – Notwithstanding clause 9, SimplePart’s liability for a breach of a condition or warranty implied by law and which cannot be excluded, is limited to the extent possible, at SimplePart’s option, to:

7.4.1 the re-supply of the Service(s); or

7.4.2 the payment of the cost of having the Service(s) re-supplied or repaired.

7.5 ACKNOWLEDGEMENT – The Customer acknowledges that:

7.5.1 The Service(s) are provided on an ‘as is’ and ‘as available’ basis.

7.5.2 SimplePart does not warrant that the Service(s) will be uninterrupted, timely, error free or suitable for the Customer’s use.

7.5.3 SimplePart is not responsible for delays, disruptions or other faults in the Service(s) caused by factors beyond SimplePart’s control, including but not limited to any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and the network/technology environment of the Customer.

7.5.4 Certain Service(s) and/or certain functionalities within the Service(s) may be reliant on (a) the availability of data from the Manufacturer (the “OE Data”); (b) single or bi-directional integration with third party systems and processes (“Integrations”) and/or (c) ongoing consent of data subjects to the use of their Personal Data (“Privacy Consents”) (collectively, the“Third Party Agreements”).

7.5.5 SimplePart does not warrant that access to OE Data, Integrations and/or Privacy Consents will be continuous or error free.

7.5.6 If any Third Party Agreement(s) are varied or terminated for any reason during the Term, or if the continued supply of any Service(s), Documentation, Interface or functionality would infringe, or is reasonably likely to infringe, or it is reasonably necessary to protect, the Intellectual Property Rights or other legal rights of SimplePart or any third party, SimplePart may at its discretion: (i) limit, suspend, restrict, modify or discontinue the affected Service(s), Documentation, Interface or functionality; (ii) cease supplying some or all of the Service(s); or (iii) terminate the relevant Dealer Participation Form and any licences granted in connection with the Dealer Participation Form or this Agreement generally.  Any action taken shall not constitute a breach of any obligation under this Agreement or under any Dealer Participation Form.

7.6 COMPATIBILITY AND MAINTENANCE –The Customer must satisfy itself that the Service(s) are compatible with its own hardware, software and internet and network capabilities and must maintain all hardware, software, third party applications and other technology necessary to be able to access and use the Service(s).

7.7 EXCLUSION OF ALL OTHER WARRANTIES – To the maximum extent permitted by applicable law, SimplePart, its licensors and authorised suppliers disclaim all other warranties, either expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose with respect to the Service(s), the product information and/or the Interfaces.

7.8 COMPETENCY –The Customer must ensure that all users of the Service(s) are suitably trained and competent and are made aware of the limitations of any recommendations made by the Service(s) (which are based on user input and use manufacturer recommendations) and that they apply their technical skills and knowledge in reviewing and implementing any recommendations.

8. INDEMNITY

8.1 THIRD PARTY RIGHTS – Customer accepts full responsibility for use of all Materials on the Website and within third party advertising services.  To the extent the Materials or Website include any Intellectual Property Rights or other rights belonging to a third party (“Third Party IPR”), the Customer shall on demand indemnify, defend, and hold SimplePart harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) (“Loss”) arising from any claim alleging that SimplePart’s use of the Third Party IPR in accordance with this Agreement infringes the rights of a third party, except to the extent the Loss arises:

8.1.1 from SimplePart’s use of the Intellectual Property Rights in a manner not authorised by this Agreement;

8.1.2 from a combination of the Customer Data with third party materials not contemplated by this Agreement; or

8.1.3 from or is contributed to by a negligent act or omission of SimplePart.

9. LIABILITY

9.1 DISCLAIMER – Nothing in this Agreement limits or excludes a Party’s liability:

9.1.1 in relation to the Customer’s obligations to pay the Fees;

9.1.2 that cannot by law be limited or excluded;

9.1.3 in respect of the indemnity;

9.1.4 resulting from its fraudulent, or unlawful act or omission; and

9.1.5 resulting from wilful or malicious breach of this Agreement including any Dealer Participation Form.

9.2 LIMITATION OF LIABILITY – EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, TO THE EXTENT PERMITTED BY LAW, SIMPLEPART’S LIABILITY FOR ALL CLAIMS DURING THE TERM SHALL NOT EXCEED IN AGGREGATE AN AMOUNT EQUAL TO FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL LOSS –OTHER THAN IN RELATION TO A BREACH BY THE CUSTOMER OF CLAUSE 3, AND A BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY, THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, AFFILIATES, SUBCONTRACTORS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE OR DATA) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE ARISING OUT OF THE PERFORMANCE OF THE SERVICE(S), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4 EXCLUSION OF LIABILITY –Without limiting clause 9.3, SimplePart excludes all liability for:

9.4.1 loss or corruption of Customer Data or any other data held on the Customer’s systems;

9.4.2 loss of profits, revenue, or business arising from downtime, errors, or unavailability of the Service(s);

9.4.3 organic search results (in Google, Yahoo, etc.) and visitors to the Website and SimplePart makes no guarantee of maintaining or improving position within search results or website traffic.

9.4.4 loss caused by the Customer’s reliance on any output, recommendation, or information generated by the Service(s);

9.4.5 losses arising from the failure of any third-party service, third party Interface, infrastructure provider, or telecommunications network used to access or integrate with the Service(s);

9.4.6 losses arising from any breach by the Customer or its users of any applicable law; and

9.4.7 losses arising from a claim that the Services, Interfaces or Documentation infringe any patent or patent rights of a third party.

9.5 APPLICATION OF EXCLUSIONS – The exclusions in this clause 9 apply even if the parties have been advised of the possibility of such loss or damage.

9.6 CAPS –The parties agree the caps in this clause 9 are reasonable having regard to the Fees charged.

9.7 SURVIVAL –The provisions of this clause 9 governing liability survive termination or expiry of this Agreement.

10 AI, SECURITY AND PRIVACY

10.1 AI. Where AI Functionality is included in the Service(s), the Parties shall comply with the AI Terms. 

10.2 SECURITY. The Parties shall comply with the Information Security Compliance Terms.

10.3 PRIVACY.

10.3.1 Each Party must comply with Applicable Data Protection Laws in relation to its Processing of Personal Data under this Agreement.

10.3.2 SimplePart will implement and maintain commercially reasonable technical, administrative and physical safeguards designed to protect Customer Data and Personal Data against unauthorised access, use, disclosure, alteration, loss or destruction.

10.3.3 SimplePart may engage subcontractors and Affiliates in connection with the provision of the Service(s) and may transfer Customer Data, including Personal Data, to jurisdictions outside the jurisdiction of the Customer. SimplePart will ensure that any such subcontractors and Affiliates are subject to appropriate contractual obligations regarding the security, confidentiality and Processing of Customer Data and Personal Data.

10.3.4 To the extent SimplePart Processes Personal Data on behalf of the Customer and such Processing is subject to Applicable Data Protection Laws, the DPA is incorporated into and forms part of this Agreement. To the extent of any inconsistency between this Agreement and the DPA in relation to the Processing of Personal Data, the DPA prevails.

11. CONFIDENTIALITY

11.1 TREATMENT OF CONFIDENTIAL INFORMATION –Each Party acknowledges that the Confidential Information of the other party is valuable to the other Party.  Each Party undertakes to keep the Confidential Information of the other Party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other Party.

11.2 USE OF CONFIDENTIAL INFORMATION –The Recipient may only use the Confidential Information of the Discloser for the purposes of performing the Recipient’s obligations or exercising the Recipient’s rights under this Agreement.

11.3 DISCLOSURE OF CONFIDENTIAL INFORMATION – A Recipient may not disclose Confidential Information of the Discloser to any person except:

11.3.1 its Affiliates and each of Recipient and each Affiliates’ representatives, legal advisers, auditors and other consultants of the Recipient who require it for the purposes of SimplePart performing its obligations or exercising its rights under this Agreement and then only, on a need to know basis;

11.3.2 with the prior written consent of the Discloser;

11.3.3 if the Recipient is required to do so by applicable law or by a recognised stock exchange; or

11.3.4 if the Recipient is required to do so in connection with legal proceedings relating to this Agreement.

11.4 DISCLOSURE BY RECIPIENT – A Recipient disclosing information under clause 11.3 must ensure that persons receiving Confidential Information from it are aware it is the other Party’s Confidential Information and do not disclose the information, except in the circumstances permitted in clause 11.3.

11.5 RETURN OF CONFIDENTIAL INFORMATION – Subject to clause 11.6, on the Discloser’s request, the Recipient must promptly (unless another timeframe is agreed under clause 6.4) securely destroy or deliver to the Discloser all documents or other materials containing or referring to the Discloser’s Confidential Information which are:

11.5.1 in the Recipient’s possession, power, or control; or

11.5.2 in the possession, power or control of persons who have received Confidential Information from the Recipient under clause 10.3.

11.6 EXCEPTIONS – The obligations in clause 11.5 do not apply to Confidential Information which:

11.6.1 is required (by applicable law, rule, regulation, or legal process) to be held by the Recipient or its authorised representatives (as applicable);

11.6.2 is held by the Recipient or its authorised representatives (as applicable) in accordance with a bona fide document retention or compliance policy;

11.6.3 is required to be retained for the purposes of any insurance policies of the Recipient or by a legal, financial or other professional adviser of the Recipient; and

11.6.4 is stored electronically as a result of automatic back-up in accordance with the normal practices of the Recipient, provided the Recipient (and any of its authorised representatives) does not make any attempt to retrieve or access the Confidential Information from the backups unless permitted for the reasons outlined above in this clause, or with the prior written consent of the Discloser.

12. FORCE MAJEURE

12.1 Effects of Force Majeure Event –A Party does not breach this Agreement and is not liable to the other Party for a delay or failure to perform an obligation to the extent it results from a Force Majeure Event.

12.2 Obligations of the parties –The Party affected by a Force Majeure Event must notify the other Party of the Force Majeure Event as soon as reasonably practicable and must take all reasonable steps to limit the effect of the Force Majeure Event.

12.3 No obligation to pay – The Customer is not obliged to pay, and SimplePart must not invoice the Customer, for any amounts related to any Service(s) not received during a Force Majeure Event.

12.4 Termination –If a Force Majeure Event occurs and its effect continues for a period of more than forty five (45) Business Days, either Party may terminate the Agreement in whole or in part at any time by giving written notice to the other Party.

13. DISPUTE RESOLUTION

13.1 Procedure – If a dispute arises out of or in connection with this Agreement or its performance, validity or enforceability, then the Parties shall follow the procedure set out in this clause 13 before commencing court proceedings (except for urgent injunctive or declaratory relief):

13.1.1 if a dispute arises between the Parties that cannot be resolved promptly between each Party’s Contract Representatives, either Party may nominate a senior executive to meet within seven (7) days’ of the notice to try to resolve the dispute;

13.1.2 if the dispute remains unresolved, the Parties must try to resolve it by video conference with an accredited mediator, conducted in accordance with the Resolution Institute Online Mediation Protocol and in English. Each Party shall bear its own costs of the mediation; and

13.1.3 if for any reason the dispute is not resolved within thirty (30) Business Days of commencement of the mediation, either Party may refer the dispute for resolution by the courts. 

13.2 The parties acknowledge that some breaches or threatened breaches of this Agreement may cause the other party immediate and irreparable harm for which the dispute resolution process may not be appropriate (for example, breach of confidentiality). In these instances, a party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief and nothing in this Agreement restricts that right.

14. GENERAL

14.1 Entire Agreement – These Terms and Conditions, together with the Information Security Compliance Terms, the DPA, the AI Terms, the applicable Dealer Participation Form(s) and any other document expressly incorporated into this Agreement, constitute the entire agreement between the Parties in relation to their subject matter (the “Agreement”). If there is any inconsistency between the documents comprising this Agreement, they will prevail in the following order:

14.1.1 these Terms and Conditions;

14.1.2 the Information Security Compliance Terms;

14.1.3 the DPA (with respect to any Personal Data);

14.1.4 the AI Terms (with respect to any AI Functionality);

14.1.5 the applicable Dealer Participation Form; and

14.1.6 any other document expressly incorporated into this Agreement.

14.2 Independent contractors – The Parties to this Agreement are independent contractors.  There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties.  Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

14.3 Governing Agreement – This Agreement governs the supply of the Service(s) by SimplePart to the Customer to the exclusion of all other terms and conditions, including any terms and conditions contained in or referenced by any purchase order, request for proposal, vendor registration form, procurement policy, or other document issued by the Customer.

14.4 Governing Law – The governing law applicable to these Terms and Conditions and the exclusive venue applicable to all disputes arising in connection with it shall be determined by the location of Customer’s principal place of business (“Domicile”) as follows:

14.5 Consent – 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.

14.6 Sub-contracting – SimplePart may subcontract, or otherwise arrange, wholly or partially, for its obligations under this Agreement to be performed by any other person without the prior written consent of the Customer provided SimplePart remains liable for all acts of its subcontractors under these Terms and Conditions.

14.7 Mitigation – Each Party must take reasonable steps to mitigate any loss or damage it suffers under or in connection with this Agreement. A Party may not recover loss or damage it could reasonably have mitigated.

14.8 No assignment – The Customer may not assign, novate or transfer this Agreement without the prior written consent of SimplePart and then only if the incoming party agrees in writing to the terms and conditions of this Agreement (as amended) in a manner acceptable to SimplePart.

14.9 Notices – All notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement must be sent in writing to SimplePart LLC at 84 Walton ST NW, Suite 400, Atlanta GA 30303, with a copy to legal@infomedia.com.au. A notice is taken to be received (a) if sent by post, three (3) days after posting (or seven (7) days after posting if sent to or from a place outside USA) or (b) if sent by email, (i) when the sender receives an automated message confirming delivery or (ii) four (4) hours after the time sent (as recorded on the device from which the sender sent the email), unless the sender receives an automated message that delivery failed, whichever happens first.

14.10 Service Variations – SimplePart may change, update, or adapt its Service(s) from time to time, including in response to technological developments, security requirements, or changes in applicable law or regulatory framework conditions. SimplePart will provide the Customer with reasonable prior written notice of any such changes (and no less than sixty (60) days’ notice for material changes) by email or via notification through the Service(s) or SimplePart website. Where a change materially and adversely affects the Service(s) available to the Customer (for example, core features are removed), the Customer may terminate the affected Service(s) by providing SimplePart with no less than thirty (30) days’ written notice within thirty (30) days of receiving notice of the change, and no early termination fee shall apply.

14.11 Terms and Conditions Variations – SimplePart may amend, update, replace or otherwise vary these Terms and Conditions from time to time. Changes to these Terms and Conditions that materially and adversely affect the Customer require the Customer’s express acceptance before taking effect as against the Customer. Where the Customer does not accept such changes, SimplePart will notify the Customer of the consequences, including the Customer’s right to terminate.  For changes that do not materially and adversely affect the Customer, the Customer’s continued access to or use of the Service(s) after such notice shall constitute acceptance of the revised Terms and Conditions. If the Customer reasonably determines that an amendment materially and adversely affects its rights or obligations under these Terms and Conditions, the Customer may terminate the affected Service(s) by providing SimplePart at least thirty (30) days’ written notice within forty-five (45) days after receiving notice of the amendment (the “Notice”). The Notice must include a clear explanation for why the Customer considers the amendment to have a material and adverse effect. No early termination fee shall apply where the Customer rightfully exercises its termination right under this clause 14.

14.12 Severability – If any provision of this Agreement is held to be illegal, invalid, unenforceable or unreasonable in any jurisdiction, it will be severed to the extent necessary so that the remaining provisions continue in full force and effect.

14.13 Costs – Each Party bears its own costs in entering into this Agreement.

14.14 Export controls – Each Party will comply with all applicable export control and trade sanctions laws, including the US Export Administration Regulations (EAR), the sanctions programs administered by the US Office of Foreign Assets Control (OFAC), and the Australian Autonomous Sanctions Act 2011. The Customer must not access or use the Service(s) from, or provision access to the Service(s) for any person or entity located in, any country or territory that is the target of comprehensive sanctions under applicable trade control laws. The Customer must not provision access for, or permit use by, any person or entity that is designated on any applicable restricted or sanctioned party list, or that is owned or controlled by any such designated person or entity.

14.15 English language – The Agreement is drafted in the English language, which shall be the only authoritative and binding version unless otherwise required by applicable law. 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.

14.16 Counterparts – The Dealer Participation Form and any other documents forming the Agreement which require execution by both parties may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of the documents comprising the Agreement by electronic transmission (including PDF or electronic signature) shall be legal, valid, and binding for all purposes.