AAP Subscriber Terms of Use

1. Application of these Terms of Use

1.1 The terms and conditions (Terms) set out in this document together with any additional terms, conditions and information contained in the "AAP Subscriber Agreement Contract Details" (including its schedules) between you (the Subscriber) and Australian Associated Press Pty Limited ABN 88 006 180 801 (AAP) (Contract Details) form the agreement between you and AAP for the supply of certain services and content by AAP to you through the AAP Newscentre Web Portal operated by AAP (referred to in this document as this agreement).

1.2 By entering into or using any services provided by the AAP Newscentre Web Portal, you are agreeing to these terms and conditions, except that clauses 3, 4 and 8 do not apply, and have no effect, if you have not entered into any Contract Details with AAP.

2. Dictionary and Interpretation

2.1 The Dictionary set out below:

defines some of the terms used in this agreement; and

sets out the rules of interpretation which apply to this agreement.

2.2 A reference to "Services" in this agreement is only a reference to the Services selected in Part C of the Contract Details. Subscriber is only entitled to use the Services selected in Part C of the Contract Details (Selected Services) and must use those Selected Services in accordance with the terms of this agreement that apply to those Selected Services.

3. Supply and Use of Services

3.1 Print Monitoring

AAP grants to Subscriber a non-exclusive, non-transferable licence to:

where delivery of the Print Monitoring Service Material is electronic, to view the Print Monitoring Service Material at the Designated Delivery Address/es and, if the Subscriber selects Redistribution Rights in the Contract Details and Redistribution Fees specified in Schedule 3 of the Contract Details are paid, to redistribute the Print Monitoring Service Material within Australia in accordance with clause 4, during the Term only, on the terms of this agreement; or

where delivery of the Print Monitoring Service Material is by facsimile or hard copy, to receive and view the Print Monitoring Service Material at the Designated Delivery Address/es.

For the avoidance of doubt, nothing in this agreement is intended to confer or shall be construed as conferring any rights to reproduce, publish, adapt, communicate or otherwise deal with Service Material other than as described under clauses 3.1 and 4.1.

3.2 Text Monitoring - Newswire
AAP grants to Subscriber a non-exclusive, non- transferable licence to access and use the Newswire Service during the Term only:

at Subscriber's premises; and

for the Permitted Use.

3.3 Text Monitoring - Text Based News; Broadcast Monitoring and Internet Monitoring
AAP grants to Subscriber a non-exclusive, non-transferable licence to access and use the Text Based News Service, the Broadcast Monitoring Service and the Internet Monitoring Service in Australia during the Term only:

for access by Authorised Users; and

for Subscriber's internal business purposes and not for any other purpose, on the terms of this agreement.

3.4 Broadcast Monitoring
In addition to the rights granted to the Subscriber for the Broadcast Monitoring Services in clause 3.3 above, provided that Subscriber complies with the terms of this agreement and in consideration of payment of the applicable Usage Charges, AAP grants to Subscriber a non-exclusive, non-transferable right to listen to audio clips and to view video clips and to download such clips from the Broadcast Monitoring Service Material during the Term and for Subscriber's internal business purposes only.

3.5 All Services

All Service Material is the sole and exclusive property of AAP and/or AAP's Information Sources. Subscriber must not remove, conceal or obliterate any copyright or other proprietary notice included in the Services or Service Material.

AAP reserves the right to alter the form and content of the Service Material form time to time, without notice to Subscriber.

If at any time during the Term, AAP's agreement or arrangement with any Information Source expires or terminates (Expired Information Source):

AAP may immediately cease supply of Service Material provided by the Expired Information Source without penalty;

AAP will use commercially reasonable endeavours to locate substitute Service Material; and

The Subscriber must remove and delete all copies of Service Material derived from the Expired Information Source from its computer systems and from any other means of storage in its possession, power, custody or control.

4. Redistribution - Print Monitoring Service Material

4.1 Except for Print Monitoring Service Material derived from FBM Publications, Subscriber may:

email such Print Monitoring Service Material to employees of the Subscriber located in Australia and retain as an email (for up to 3 months from receipt); and

display such Print Monitoring Service Material on an intranet for access by employees of the Subscriber only, for up to 90 days from receipt.

4.2 Subscriber must immediately advise AAP of any change in the number of employees receiving or who are able to access the Print Monitoring Service Material where such change impacts on the Charges as specified in Schedule 3 of the Contract Details.

5. Copyright

5.1 Broadcast Monitoring Service Material

Subscriber acknowledges and agrees that copyright in the Broadcast Monitoring Service Material, other than that part of the Broadcast Monitoring Service Material which is created by AAP (including summaries of items contained within the Broadcast Monitoring Service Material), is owned by the relevant radio or television station that originally broadcast that material and that AAIM collects fees for reproduction of that Broadcast Monitoring Service Material on behalf of the television stations who are members of Free TV Australia and certain radio stations around Australia.

With respect to Broadcast Monitoring Service Material that has been obtained solely from a television Information Source and in respect of which AAIM collects fees for reproduction of such Broadcast Monitoring Service Material from AAIM Members, Subscriber acknowledges and agrees that such Broadcast Monitoring Service Material:

is for the use of Subscriber only;

must not be copied or passed on to a third party for financial or other benefit, and

may be subject to error or omission.

5. Copyright Fees
Subscriber acknowledges and agrees that:

Copyright Fees will be payable from time to time with respect to Subscriber's use and acquisition of the Services and exercise of its rights under this agreement, including with respect to the Print Monitoring Service Material and the Broadcast Monitoring Service Material (and the Subscriber acknowledges and agrees that the Copyright Fees may be increased from time to time by notice in writing); and

Subscriber will pay all Copyright Fees upon invoicing by AAP.

6. Passwords

6.1 Each Authorised User will be allocated use of a password for the purposes of accessing each Service that is supplied. Passwords must not be shared, transferred to or used by any other person, and accordingly are only for the use of the Authorised User.

6.2 Subscriber and Authorised Users must ensure that each password is kept secure. Subscriber must take all reasonable steps to prevent unauthorised usage of each Authorised User's password and/or unauthorised access to the Service.

7. Authorised Users

7.1 Subscriber must maintain records of, and provide to AAP, the location of all computer terminals which have access to the Services and the names and positions of Subscriber's employees or officers which Subscriber has nominated to have access to the selected Services and who will be the Authorised Users. The permitted number of Authorised Users for each selected Service is specified in the Contract Details and additional Authorised Users may only be added with AAP's agreement and on payment of additional charges per Authorised User. Authorised Users may be substituted at Subscriber's request.

7.2 If any Authorised User ceases to be an employee or officer of Subscriber or ceases to be authorised by Subscriber to use or access the Services, Subscriber must notify AAP within 7 days and AAP will be entitled to disable the password allocated to that Authorised User. Substituted Authorised Users (i.e. following change of personnel) may be notified by Subscriber at any time. Subject to Subscriber's compliance with this agreement, AAP will issue new passwords to substituted Authorised Users.

7.3 AAP may provide access to the Services to any Authorised User correctly entering a user name and password associated with Subscriber. In the absence of fraud of AAP or any agent of AAP, AAP will be entitled to rely upon these details and to invoice Subscriber for charges associated with those accesses without further enquiry and without taking further steps to verify or check the identity of the person accessing the Services or the authority of that person to access the relevant Services on the Subscriber's account.

7.4 AAP may alter an Authorised User's user name and/or password pursuant to an online request made by a person correctly entering a user name and password associated with Subscriber and in the absence of fraud of AAP or any agent of AAP, AAP will be entitled to rely upon that request and invoice Subscriber for the Charges associated with accesses made using that altered user name and password without further enquiry or taking further steps to verify or check the identity of the person accessing the relevant Service or the authority of that person to access the relevant Service on the Subscriber's account.

7.5 Subscriber must comply, and must procure that each Authorised User complies, with warnings, notices and instructions presented in any part of the Services, Administrative Rules and any other restrictions presented in this agreement or in various areas of the Services in relation to access to and use of these areas. Subscriber is responsible for acts and omissions of each Authorised User nominated by Subscriber.

7.6 If Subscriber requests AAP to override or countermand authority to access a Service provided to an Authorised User, Subscriber must indemnify AAP against any liability, loss or damage arising from acts taken at Subscriber's request.

8. Access and Restrictions on Use

8.1 The Subscriber will obtain access to the Services via the AAP Newscentre Web Portal.

8.2 Unless stated otherwise in relation to any material in any particular subject matter area of the Services (in which case the restrictions there stated will apply to that material), Subscriber may:

reproduce in print, for Subscriber's internal use, one print copy of Text Based News Service Material downloaded by Authorised Users as referred to above;

download and listen to or view Broadcast Monitoring Service Material, and

download, view and print Internet Monitoring Service Material.

8.3 Unless otherwise specified by AAP and subject to clause 9, Subscriber and Authorised Users may maintain archives or historical database of Text Based News Service Material, Broadcast Monitoring Service Material and Internet Monitoring Service Material for a period of not more than 30 days from the date on which the information is first available to Subscriber as part of the relevant Service. These archives or historical databases must be deleted immediately following expiry of that period or termination of this agreement, whichever first occurs.

8.4 Except as expressly allowed under this agreement, Subscriber agrees it must not reproduce, distribute, transmit, publish or otherwise transfer, or commercially exploit, the Services or Service Material, or provide copies of Service Material to third parties.

8.5 Except as expressly allowed under this agreement, Subscriber and authorised recipients of the Service Material must not make any copies or derivatives or modify or communicate or publish any Service Material.

8.6 Without limiting clause 8.5, Subscriber must not frame the Services, hypertext link from or to the Services, post contents of the Services to usenet newsgroups, or provide the Services or information in the Services to any person in conjunction with any other functionality or application available through the Internet.

8.7 Subscriber agrees that it will allow access by AAP to Subscriber's premises, upon giving reasonable prior notice and during business hours, to review permissions by Subscriber of authorised recipients of the Service Material and whether Service Material has been made available by Subscriber on an intranet or otherwise in a manner not permitted by AAP.

8.8 Additional Terms - Text Monitoring Service - Newswire

Subscriber must not:

enhance, customise or otherwise modify information included in the Newswire Service;

without limiting the generality of (i) redisseminate the Newswire Service or information in the Newswire Service in any way, frame the Newswire Service, hypertext link from or to the Newswire Service, post contents of the Newswire Service to usenet newsgroups or provide the Newswire Service or information in the Newswire Service in conjunction with any other functionality or application available through the Internet or within the Online Environment;

use or permit the use of the Newswire Service in any way that compromises the integrity of the Newswire Service or which infringes any intellectual property or other rights or interests of AAP or any content provider.

Subscriber agrees that it will not store data obtained from the Newswire Service for more than thirty (30) days or such other period as is notified by AAP from time to time.

9. Third Party Information

9.1 The Services will include Third Party Information. Certain Third Party Information may be subject to particular restrictions as to use, storage or otherwise. These restrictions will be notified by AAP to Subscriber in relation to that Third Party Information and apply to that Third Party Information as though those restrictions were a term of this agreement and the Subscriber agrees to comply with all such restrictions.

9.2 In relation to information from Fairfax Publications and which form part of the Text Based News Service, Subscriber may maintain archives or historical database of the information for not more than 91 days from the date the information is first available to Subscriber as part of the Text Based News Service.

9.3 In relation to the Text Based News Service Material, Subscriber agrees that it will procure that all Authorised Users do not download more than an average of 25% of the masthead per Authorised User profile over a rolling 30 day period and not more than an average of 50% of any such masthead per Subscriber account over a rolling 30 day period.

10. Acknowledgments and Warranties by Subscriber

10.1 Subscriber acknowledges and agrees that:

Service Material includes information from AAP and Third Party Information;

AAP and other Information Sources report news on a timely basis and AAP and the Information Sources are generally unable to verify the accuracy or correctness of this information;

Charges incurred in accessing and using the Services are Subscriber's responsibility and cost;

it will implement all reasonable measures to ensure that the Services are only accessed by Authorised Users who enter their allocated password;

the number of Authorised Users who access the Services must not exceed the number specified in the Contract Details, or any other number agreed by AAP during the Term;

Subscriber is responsible for ensuring that it provides AAP with up-to-date and accurate versions of Subscriber's Brief (as set out in Schedule 1 of the Contract Details) and ensuring that such Brief sets out, for each type of Service selected by Subscriber, which media Subscriber wishes AAP to monitor for Subscriber and Subscriber's areas of interest (including keywords);

Subscriber warrants and agrees that:

in providing the media, keywords and areas of interest to be included in Subscriber's Brief with respect to the Broadcast Monitoring Services, Subscriber will specify only that information in which it has an interest and will use the Broadcast Monitoring Service Material for its own purposes only and not solely for entertainment, and

if Subscriber makes changes to the Subscriber's Brief with respect to Broadcast Monitoring Services, it will not do so with the intent of receiving programs presented solely for entertainment;

AAP uses reasonable endeavours to include all relevant information as requested by Subscriber in providing the Services but because of the volume of material to be reviewed, the relevant time limits for providing the Services and different interpretations which may be given to the ambit of Subscriber's Brief (as set out in Schedule 1 of the Contract Details), the Services may not always include every relevant article available;

AAP may provide CAL, AAIM and/or Information Sources with details of the Subscriber's name and address, email address and relevant contact, dates of delivery of the Services and information regarding the Service Material delivered to Subscriber (e.g. title of article, title of newspaper, author, publisher, etc) in order to satisfy AAP's obligations under its CAL Licence Agreement, its AAIM Licence Agreement or its obligations to Information Sources;

the information supplied in accordance with clause 9.1(i) may be provided by CAL to Copyco and by CAL and AAIM to their auditors, who may disclose it to Information Sources;

CAL, Copyco, AAIM and Information Sources may use the information referred to in clause 10.1(i) and 10.1(j) for the purposes of their respective businesses;

Alerts are deemed to have provided by AAP when:

they have been generated from the AAP Newscentre Web Portal, and

addressed to the email address or mobile phone number specified in the Contract Details for the relevant Service or to such other email address or mobile phone number as Subscriber may enter into Subscriber's Administrative Page on the AAP Newscentre Web Portal;

If Subscriber elects to acquire a particular Service, either by selecting it in the Contract Details or by confirming a selection after being notified by a message prompt on the AAP Newscentre Web Portal that selection of a particular item will incur a Charge, then Subscriber will be deemed to have acquired that Service and will be liable to pay the applicable Charges.

10.2 Subscriber warrants (and indemnifies AAP for loss or damage suffered by AAP as a result of any breach of this warranty) that:

Subscriber has authority to enter into this agreement;

the signatory to the Contract Details is authorised to enter into this agreement and execute the Contract Details on its behalf; and

it will use the items and images contained in the Newswire Service only for the Permitted Use.

11. Charges

11.1 In consideration of AAP providing the Services, Subscriber must pay AAP the Charges.

11.2 AAP will invoice Subscriber for Charges:

for Print Monitoring Services, Broadcast Monitoring Services and Internet Monitoring Services:

monthly in advance for Basic Retainer Charges and Minimum Monthly Fees, and

monthly in arrears for Basic Usage Charges, Incremental Usage Charges and Copyright Fees, save for any set-up fees which will be payable in advance; and

for Text Monitoring Services - monthly in advance for Text Based News Charges and Newswire Charges.

11.3 Subscriber must pay each invoice not more than thirty (30) days from the date of statement. Late payments of any invoice carries annual interest at the rate charged by AAP's principal Australian bankers for overdraft facilities above A$100,000.00 form the due date to the date of payment, calculated on a daily basis.

11.4 AAP may, by not less than sixty (60) days prior written notice to Subscriber, adjust the Charges.

11.5 If AAP notifies Subscriber of an increase in the Charges (other than on account of GST or to the Copyright Fees) that is greater than the increase in the Consumer Price Index All Groups Index Number for the weighted average of 8 capital cities for the previous calendar year plus 2%, then Subscriber may terminate this agreement in its entirety or only in relation to the Services to which such an increase in Charges relates if it is not applicable to all Services supplied pursuant to this agreement (with effect from the date on which the increase would have become effective) by giving not less than thirty (30) days prior written notice to AAP.

11.6 If Subscriber is on a Basic Plan or a Monthly Plan with respect to Print Monitoring Services, Broadcast Monitoring Services and/or Internet Monitoring Services, Subscriber may elect to change Plans. In order for the change in Plan to be effective, the parties must execute an Addendum to this agreement agreeing to the Change in Plan, which will take effect as from the date agreed between the parties and specified in the Addendum.

11.7 Where the Subscriber is a Trial Subscriber (as indicated in Part B of the Contract Details) then the Charges payable during the Initial Term of 30 days will be calculated as though the Initial Term is one full month.

12. Term and Termination

12.1 This agreement operates for a period (Initial Term) of twelve (12 months) from the Commencement Date provided that where the Subscriber is a Trial Subscriber (as indicated in Part B of the Contract Details) then the Initial Term shall be a period of thirty (30) days from the Commencement Date (Trial Period).

12.2 Subject to clause 11.3, this agreement will automatically renew for further period or periods (Further Term(s)) of twelve (12) months from the expiry of Initial Term or from the expiry of each subsequent Further Term unless either party gives the other not less than ninety (90) days notice in writing prior to the expiry of the Initial Term or any Further Term of its intention not to renew.

12.3 Where the Subscriber is a Trial Subscriber (as indicated in Part B of the Contract Details), this agreement will expire at the conclusion of the Trial Period and the Subscriber will cease to be entitled to access the Services after the expiry of that Trial Period.

12.4 AAP may terminate this agreement immediately on notice to Subscriber if:

Subscriber, being a corporation, suffers an Insolvency Event;

Subscriber, being a natural person, becomes bankrupt or insolvent;

any money which Subscriber must pay AAP under this agreement remains outstanding for more than thirty (30) days after the date on which it became payable (whether or not AAP has made any formal demand for payment);

Subscriber is in material breach of this agreement which is not capable of being rectified (and the parties agree that a breach of clause 3 or clause 5 is not capable of being rectified);

Subscriber is in material breach of this agreement and where capable of being rectified, has not rectified that breach within fourteen (14) days of AAP giving it written notice to do so;

AAP is of the opinion that the continuation of this agreement may lead to commercial damage to AAP's business by reason of any breach or threatened breach of the agreement by Subscriber; or

AAP is unable to provide a comparable depth or range of information to those included in the Services at the Commencement Date, or comparable features or functionality of the Services to those at the Commencement Date, including without limitation if any such event occurs because agreements between AAP and Information Sources, AAP and CAL or AAP and AAIM are terminated for any reason or expire.

12.5 Subscriber may terminate this agreement on immediate notice to AAP if:

subject to clause 12.6, AAP is in breach of a material term of this agreement and has not rectified that breach within fourteen (14) days of Subscriber giving AAP written notice to do so: or

AAP suffers an Insolvency Event.

12.6 A failure by AAP to include every relevant article or media item available in respect of Subscriber's Brief will not be a breach of material term of this agreement for the purposes of clause 12.5(a).

13. Confidentiality

13.1 Subscriber agrees to keep confidential and procure that Authorised Users or keep confidential all information described as or appearing to be confidential relating to the Services including but not limited to passwords.

13.2 Each party acknowledges that Confidential Information relating to the business of the other may be disclosed to it in the course of negotiating and performing the agreement.

13.3 Each party must hold such information in confidence and must not, without the consent of the other, disclose it to any other person nor use it for any purpose other than the performance of this agreement.

13.4 The obligations in clause 13.3 do not apply to information:

which is in the public domain through no breach of this clause 13; or

is disclosed as required by law due to the mandatory requirement of a competent court, governmental agency or regulatory authority.

13.5 The obligations in this clause survive termination or expiry of this agreement.

14. Additional Payments for Tax

14.1 Words used in this clause which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 and associated acts and legislative instruments (collectively, GST law) have the same meaning as in the GST law, unless the context otherwise requires.

14.2 Unless expressly included, the consideration for any supply made under or in connection with this agreement does not include GST.

14.3 To the extent that any supply made under or in connection with this agreement is a taxable supply, the consideration for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply.

14.4 Each party agrees to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable pursuant to any supply made under or in connection with this agreement.

14.5 If either party (claiming party) is entitled under this agreement to be reimbursed or indemnified by the other party (reimbursing party) for a cost or expense incurred by the other party in connection with this agreement:

if the claiming party may claim an input tax credit in relation to the GST component of that cost or expense, the claiming party must calculate the amount claimed from the reimbursing party net of any GST component of the cost or expense, to which net amount GST will then be added;

the reimbursing party must pay the net amount and GST on that net amount.

15. Liability

15.1 All express or implied representations, conditions, warranties and terms relating to the Services or this agreement (including use of the Services by the Subscriber or any authorised recipients) not contained in this agreement are excluded from this agreement to the extent permitted by law.

15.2 AAP and any Information Source are not liable to Subscriber or any other person for any failures (including but not limited to delays, omissions, interruptions) or faults in provision or operation of the Services, or any inaccuracies, omissions, or actionable matter in information included in the Services.

15.3 Nothing in this agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation if it cannot lawfully be excluded, restricted or modified.

15.4 If the law, including the Trade Practices Act 1974 (Cth) (as amended) or any similar legislation, implies or imposes a non-excludable condition or warranty which can be limited, the liability of AAP to Subscriber for breach of that condition or warranty will be limited - as AAP determines to:

the provision of replacement items or images; or

the cost of providing replacement items or images.

15.5 AAP and any Information Source are not liable for any indirect, consequential, special or punitive loss or damage in respect of the Services or any act or omission on its part in relation to its obligations under this agreement or for any payments to third parties, loss of revenue, loss of profits, loss of goodwill or data however caused, whether or not:

such loss or damage was foreseeable or contemplated by either party; or

AAP is advised of the possibility of such loss or damage.

15.6 Subject to clause 15.5, the total liability in all circumstances of AAP and any Information Source to Subscriber in contract, tort (including negligence) or otherwise for any loss or damage is limited to the Charges paid by Subscriber to AAP under clause 11 for three (3) months immediately preceding the month during which the breach occurs or the liability arises.

15.7 AAP is not liable to Subscriber or any other person if AAP terminates this agreement under clause 12.4, other than liabilities accrued or accruing up to the date of termination. Subscriber is not liable to AAP or any other person if Subscriber terminates this agreement pursuant to clause 12.5, other than liabilities accrued or accruing up to the date of termination.

15.8 Subscriber agrees that this clause 15 is enforceable by and to the benefit of AAP, Information Sources and other third party suppliers.

15.9 All restrictions on use, limitations of liability, and indemnities agreed by Subscriber under this agreement on Subscriber's own behalf and on behalf of each authorised recipient ensue to the benefit of providers of Third Party Information as third party beneficiaries as though each third party was a party to this agreement and Subscriber agreed such provision directly with that third party.

15.10 Each third party may enforce the provision of this agreement relating to restrictions on use, limitations of liability and indemnities against Subscriber and authorised recipients whether or not AAP is a party to any proceeding to enforce such provisions.

16. Indemnities and Release

16.1 AAP agrees to indemnify Subscriber against any liabilities, losses, expenses or other costs that Subscriber incurs in relation to any third party claim of infringement of copyright resulting from the use by Subscriber of Service Material in accordance with this agreement.

16.2 Subscriber agrees to indemnify AAP against any liabilities, losses, expenses or other costs that AAP incurs in relation to:

any third party claim of infringement of copyright resulting from the use by the Subscriber of Service Material otherwise than as permitted under this agreement; or

any claim arising from acts taken by AAP at Subscriber's request.

16.3 Subscriber agrees that Subscriber and any person claiming through Subscriber will not be entitled to make a claim against AAP as a result of any claim, action, proceeding or demand brought by any third party as a result of the supply (or failure to supply) or use of the Services and Subscriber releases AAP from and indemnifies AAP against any liabilities, losses, expenses or other costs associated with any third party claim. Where the Subscriber receives or becomes aware of a claim for infringement of copyright arising from use of the Service Material, the Subscriber must:

give AAP prompt notice of the claim;

not compromise or settle the claim without the prior written consent of AAP; and

negotiate in good faith with AAP and CAL or AAIM, if applicable, to try to agree upon who is to have conduct of the claim.

17. Force Majeure

AAP does not breach this agreement and is not liable to Subscriber or any other person for delay or failure to perform an obligation due to a Force Majeure Event. Where affected by a Force Majeure Event, AAP is granted a reasonable extension of time to perform the obligation, unless the delay or failure exceeds 60 days, in which case AAP may immediately terminate this agreement on notice to Subscriber.

18. General

18.1 Notices

A notice or other communication given under this agreement must be addressed post, by hand, by letter, by fax (and not by e-mail) to the Subscriber at the address or facsimile number set out on the cover page of the Contract Details, or to any other address or facsimile number a party notifies to the other under this clause and to AAP to the attention of the Managing Director - Agency Enterprise, at the address indicated in the Contract Details with a copy to the General Counsel at facsimile number (02) 9322 8659.

Without limiting any other means by which a party may be able to prove that a notice has been received by another party, a notice is deemed to be received:

if sent by hand, when delivered to the addressee;

if by post, 3 Business Days from and including the date of postage; or

if by facsimile transmission, on receipt by the sender of an acknowledgement or transmission report generated by the machine from which the facsimile was sent.

18.2 Governing law and jurisdiction
This agreement is governed by the laws of New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

18.4 Entire Agreement
This agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

18.5 Assignment

Subject to clause 18.5(b), a party may not assign or otherwise deal with its rights, obligations or remedies under this agreement without the prior written consent of the other.

AAP may assign this agreement, or require Subscriber to novate this agreement, to a party capable of performing AAP's obligations or to any member of the AAP group of companies. On so doing AAP will be unconditionally discharged from obligations under this agreement, which will be assumed by the assignee or novated party, as the case may be.

18.6 Amendments
AAP may amend these Terms from time to time by uploading the updated version of the Terms to the AAP Newscentre Web Portal. All such amendments will take effect from the date the updated Terms are uploaded to the AAP Newscentre Web Portal. If the Subscriber continues to use any of the Services or the AAP Newscentre Web Portal, then the Subscriber will be deemed to have accepted the amended Terms. The Subscriber agrees to regularly review the Terms for any changes.

18.7 Severability
anything in this agreement is unenforceable, illegal or void then it is severed and the rest of the agreement remains in force.

Dictionary

Part 1

In this agreement:

AAIM means the Australian Association of Information Monitors who is licensed by Australian free-to-air television stations and certain Australian radio stations to grant to AAIM Members the right to reproduce the broadcasts made by such television and radio stations.

AAIM Licence Agreement means a licence agreement under which AAP is given the right to monitor radio or television broadcasts and to provide Monitoring Reports to cus