1 Scope of Agreement

1.1 These terms and conditions apply to any purchase of a vehicle history report (Report) through the website www.motorregistry.com.au (the Website) owned and operated by Cognition IO Pty Ltd ABN 95 622 258 888 trading as MotorRegistry (MotorRegistry).

1.2 By ordering a Report through the Website, you acknowledge and agree that your purchase is subject to these terms and conditions of sale (the Agreement). Your order constitutes an offer to purchase the Report which MotorRegistry may accept or reject in its sole discretion. A binding contract is formed only when MotorRegistry sends you an email confirming that your order has been accepted and is being processed, following successful payment processing. MotorRegistry reserves the right to refuse any order for any reason.

1.3 This Agreement and any purchase order form completed through the Website constitutes the entire agreement between MotorRegistry and you in respect of your purchase of the Report and supersedes all other negotiations, agreements or understandings whether written or oral relating to the supply of the Report.

1.4 By submitting an order to purchase a Report using the Website's functionality you represent and confirm that you are authorised to use the debit or credit card, linked bank account and/or payment provider account included in your order.

2 Report Licence

2.1 Nothing in this Agreement will assign or transfer any Intellectual Property Rights in the Report from MotorRegistry to you.

2.2 Subject to you complying with the terms of this Agreement and payment of all applicable Fees in full and on time, MotorRegistry grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal license to access and use the Report solely for the Approved Purpose (the Report Licence). This licence may be revoked immediately by MotorRegistry without notice if you breach any term of this Agreement.

2.3 You must not use, store, market, licence, resell or deal with the Report other than in strict accordance with the terms of this Agreement.

2.4 You must not use the Report:

• (a) in any way that is unlawful, illegal, fraudulent or harmful; or
• (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.5 You must not:

• (a) modify, copy, distribute, transmit, display, perform, reproduce, publish or license all or any part of the Report;
• (b) use or attempt to use all or any part of the Report to create any website, publication or searchable database; or
• (c) use any manual process to make multiple copies of all or any part of the Report or to compile any document, index or database based on all or any part of the Report.

3 Fees

3.1 You must pay to MotorRegistry the fee specified on the Website for the Report (Fees) in consideration for MotorRegistry granting the Report Licence to you, and making a copy of the Report available to you.

3.2 The Fees are exclusive of all applicable taxes (including GST). You must pay the amount of GST specified pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4 Cancellation

4.1 MotorRegistry reserves the right to cancel your order for any reason, and may notify you of this. Where payment has already been debited, the full amount will be credited back to your original method of payment within 14 business days of the date MotorRegistry cancels your order.

4.2 If MotorRegistry identifies a genuine error or inaccuracy in the price at which your order was purchased (including any third party fees if applicable), MotorRegistry will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment within 14 business days of the date your order is cancelled.

5 Representations and Warranties

5.1 Clauses 5.2 to 5.6 apply if you are a 'consumer' as defined by the Competition and Consumer Act 2010 (Cth) (the ACL).

5.2 The Report and any services provided by MotorRegistry come with guarantees that cannot be excluded under the ACL.

5.3 For a major failure with any goods, you are entitled to choose a refund or replacement for major failures with goods.

5.4 For a major failure with any service, you are entitled to cancel the service and a refund for the unused portion of the service fee, or compensation for its reduced value.

5.5 If a failure with the goods or services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the defective goods and to cancel the contract for the service and obtain a refund for the unused portion of the service fee.

5.6 You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or services.

5.7 By purchasing and using the Report you acknowledge and agree that:

• (a) information and data available within the Report is made available to MotorRegistry by third-party sources;
• (b) MotorRegistry does not warrant or represent the accuracy, currency, reliability or completeness of data provided by integrated platforms such as government websites and third-party software;
• (c) MotorRegistry does not warrant the accuracy or timeliness of searches provided by any government department or agency or other third-party provider; and
• (d) MotorRegistry does not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to Report; and
• (e) except to the extent expressly provided otherwise in this Agreement, MotorRegistry does not warrant or represent that the Report or the use of the Report by you will not give rise to any legal liability.

5.8 The Report is published and made available to you "as is" and on an "as available" basis and on the condition that you undertake all responsibility for assessing the suitability of accessing and using the Report, and access and use of the Report is at your sole risk.

5.9 MotorRegistry excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to MotorRegistry that are not expressly set out in this Agreement to the maximum extent permitted by law.

5.10 To the extent any rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Report cannot be excluded by the law (the Implied Warranties), MotorRegistry's liability to you for any breach of the Implied Warranties will be limited to the value of the Fees paid by you in relation to the purchase of the Report.

6 RedBook Disclaimer

6.1 The Report may incorporate data provided by Automotive Data Services Pty Ltd (RedBook).

6.2 RedBook has prepared this data and valuation from information gathered from a variety of third-party sources. Whilst all reasonable care is taken in producing the data and valuations, RedBook cannot guarantee or make any representations regarding the use of, or reliance, on it.

6.3 RedBook is not responsible for any of the information provided to you and you should not rely on the data or valuations without making your own independent assessment of the vehicle and other sources of information.

6.4 RedBook is not liable for any loss or damages (other than in respect of any liability which may not lawfully be excluded) relating to your use of, or reliance on, this valuation and data.

7 Indemnity and Limitation of Liability

7.1 To the extent permitted by law, you release and indemnify the MotorRegistry Indemnified Parties from all Claims and Losses arising directly or indirectly out of or in connection with:

• (a) your breach of this Agreement in relation to the Report, any laws, or any third party's rights;
• (b) any Claim for Loss or damage resulting from reliance by you or any other party on any data or information obtained through the Report;
• (c) any act or omission by you (irrespective of whether the act or omission was unlawful, negligent or reckless); or
• (d) any Claim for Loss or damage made by any other person to whom you disclose all or part of the Report to.

7.2 Notwithstanding any other provision in this Agreement, and except to the extent that liability cannot be limited or excluded by law:

• (a) MotorRegistry will not be liable to you for any special, indirect, or Consequential Loss arising under or in connection with the Agreement or your use of the Report; and
• (b) MotorRegistry's aggregate liability to you for any loss or damage whatsoever which arises under or in connection with this Agreement, or your use of the Report, or on any other basis in law or equity is limited to the amount of Fees paid by you for the Report.

8 Intellectual Property Rights

8.1 You acknowledge and agree that:

• (a) MotorRegistry owns or has the right to use and control all MotorRegistry IP; and
• (b) except for the Report Licence, nothing in this Agreement grants to you or any other person any rights in respect of the Report (or any part, component or data within the Report) or any MotorRegistry IP, and you must not assert any right, title or interest in any part of the Report or MotorRegistry IP.

8.2 Without the prior written consent of MotorRegistry, you must not:

• (a) use the Report other than for the Approved Purpose;
• (b) resell access to the Report;
• (c) copy or otherwise reproduce the Report (except as reasonably necessary for the Approved Purpose or as required by law); or
• (d) modify, adapt, develop any derivative work, reverse engineer, decompile, disassemble, unlock or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Report.

9 Definitions and Interpretation

9.1 In this Agreement, unless stated otherwise:

Approved Purpose means personal, non-commercial use by the customer for their own information and decision-making purposes in relation to motor vehicle transactions, and does not include any commercial exploitation, resale, or use for the benefit of third parties.

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement.

Consequential Loss means any special, indirect or consequential loss, damage, or expense arising under or in connection with this Agreement, including any:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of production;
• (d) loss of agreements or contracts;
• (e) loss of business opportunity;
• (f) loss of anticipated savings;
• (g) loss of or damage to goodwill;
• (h) loss of reputation; or
• (i) loss of use or corruption of software, data or information.

Intellectual Property Rights means:

• (a) all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, know-how, confidential information, patents, inventions and discoveries; and
• (b) any application or right to apply for registration of any of the rights referred to in paragraph (a).

Loss means any loss, damage, cost, interest, expense, fee, penalty, fine, forfeiture, assessment, demand, action, suit, claim, proceeding, cause of action, liability or damages incurred by a person, and includes:

• (a) the cost of any action taken by the person to protect itself against any such losses or to preserve any right it has under or in connection with this Agreement;
• (b) any taxes or duties payable by the person in connection with this Agreement (other than tax on its assessable income); and
• (c) where applicable, reasonable legal costs on a party-party basis, or where a party has acted unreasonably in defending or prosecuting a claim, on an indemnity basis.

MotorRegistry Indemnified Parties means MotorRegistry, its Related Bodies Corporate, and each of their officers, employees, contractors, and agents.

MotorRegistry IP means all Intellectual Property Rights owned by or licensed to MotorRegistry, or developed or improved by MotorRegistry, whether in connection with the Report or otherwise and whether existing before or after the date of this Agreement.

Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).

10 General

10.1 Remedies: Except as provided otherwise in this Agreement, all remedies provided in accordance with this Agreement are cumulative and are in addition to any and all other legal rights of the parties not expressly excluded hereunder.

10.2 Assignment: You must not assign this Agreement or any rights or obligations under this Agreement, in whole or in part, without the prior written consent of MotorRegistry (such consent not to be unreasonably withheld or delayed). Any such attempt to assign without written consent will be null and void and entitles MotorRegistry to terminate this Agreement and the rights granted to you under it with immediate effect. Subject to the above, this Agreement will be binding upon and operate to the benefit of the successors and permitted assigns of the parties. MotorRegistry may assign this Agreement without your consent.

10.3 Waivers and variations: No failure on the part of either party to exercise any right, power or privilege under this Agreement will operate as a waiver or prevent or restrict any further or other exercise of that or any other right or remedy in accordance with this Agreement. No waiver or variation of any of the provisions will be effective unless in writing and signed by the party charged with such waiver.

10.4 Applicable Law: This Agreement will be interpreted in accordance with and governed by the laws of the State of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

10.5 Amendment: This Agreement may be modified or amended only by a written agreement of both parties.

10.6 Invalidity: If any provision or part of a provision of this Agreement is held invalid, illegal or unenforceable under any law, rule, order or regulation of any government, such provision shall be severed from this Agreement to the minimum extent necessary to make it valid and enforceable, and if such severance is not possible, the provision shall be severed entirely. The remaining provisions shall continue in full force and effect.

11 Tools

11.1 MotorRegistry is not a party to any document or agreement generated using its tools (including the Bill of Sale tool).

11.2 MotorRegistry does not warrant the accuracy of information entered by any user, or that any output is legally sufficient for your purposes.

11.3 Using a tool does not constitute registration, lodgement, or any other filing with a government authority. Any required filing must be made separately with the relevant authority.

11.4 MotorRegistry is not responsible for any dispute between users arising from their use of a tool.

11.5 Clauses 5 and 7 apply to your use of any tool as they apply to your use of the Report.