CAASie User Terms & Conditions

IMPORTANT – Please read these Terms and Conditions carefully before using the CAASie Platform.

These Terms and Conditions, together with our Policies (Terms) are a legal binding agreement between CAASie PTY LTD (ACN631 336 662) and affiliated companies (together “CAASie”, “us”, “we”, or “our”) and you, the person that accesses or uses the Services (you or your).

These Terms govern your use of the CAASie Platform and any related services provided via the Website located https://caasie.co/(the "Service") operated by us.

By accessing and using the Services, you agree to abide by these Terms and to comply with all applicable Laws. If you do not agree with these Terms, you are prohibited from using or accessing the Services or using any other services provided by us. Similarly, if you are using our Services on behalf of a company or business (Represented Entity), you must procure agreement to these Terms from that Represented Entity before using or accessing the Services or using any other services provided by us.

We, reserve the right to review and amend any of these Terms at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms will take effect immediately from the date of publication.

These Terms were last updated on 14th August 2023.

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1             What is the CAASie Platform?

Put simply, our Services allows:

(a)    advertisers, media buyers or agencies on behalf of their clients, or individual Users (“Buyers”) to plan and search for media inventory, build campaigns, upload artwork, make payments, execute media purchases and monitor their campaign; and

(b)   media, billboard, board owners, other media owners or third parties (such as SSP Partners) that have rights (“Sellers”) to list, market and sell their media and inventory online.

 The CAASie Platform acts as a third-party partner for Buyers and Sellers enabling the automated sales of advertising inventory and facilitates transactions between both parties (as well as provides other functionality, including but not limited to, a payment and collection mechanism).

 In addition to the above, we may offer additional Services to Buyers and Sellers directly or via third parties that may be subject to additional costs and terms and those additional terms become part of your agreement with us if You use those Services.

 The Services you receive from us will differ depending on the type of User you are.  Currently, the CAASie Platform has “advertiser” accounts and “agency” accounts. As part of signing up to the CAASie Platform you will be asked a number of questions by us so that we can classify your “User” type. Based on this information and other information, we will notify you of any additional agreements that you may need to enter into in order for you to have access to and use of the Services (AdditionalT&Cs).  We ask that you read each of the Additional T&Cs carefully as they create legally binding agreements between you and the relevant counterparty (and may or may not be binding on us).

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2              What do I need to do to Sign Up to the CAASie Platform?

As stated above, in addition to agreeing to these Terms and our Policies, you will also need to provide us with certain requested information including your business address and corporate identifier (including your Australian Business Number) before we provide you with Services.

 Your access to and use of the Services (including the CAASie Platform) is conditional on your acceptance of and compliance with the Terms and our Policies.

 If you disagree with any part of these Terms or our Policies then you may not access or use the Services (including the CAASie Platform).

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3             When do the Services start?

These Terms start on the date that you agree to them as part of the signing up process. If you are an existing user of ourServices, these Terms start from the date you next interact with the Services.

However, your access to and use of the Services will only commence once you have satisfied any pre-conditions in these Terms.  We will notify you of any pre-conditions when you have completed the signing up process.  For example, if you are required to enter into any other related contracts.

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4             When do the Services end?

If you decide that you no longer wish to receive the Services from us, you can elect, subject to clause 3(e), to terminate you these Terms at any time and at no cost to you by providing us with 7 business days notice via email support@caasie.co.  If you use our Services to terminate your account, your acceptance of these Terms will not be considered terminated until you provide us with written notice in accordance with the above.

We may suspend or terminate your right to use the Services (including the CAASie Platform) and terminate these Terms immediately upon written notice to you for any breach of these Terms by you.

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5             What will happen if these Terms are terminated?

On termination of these Terms for any reason:

(a)   all rights granted to you under these Terms shall cease;
(b)   you must cease all activities authorised by these Terms;
(c)   you will lose all rights to access the Services; and
(d)   you agree that we may cease providing you with access to the Services.

 Upon termination of these Terms, you will be entitled (following a written request to us) to your Customer Data that has been input by you into the CAASie Platform. Within a reasonable time of any such written request we will export such Customer Data for you. You acknowledge and agree that we have no obligation to retain any information relating to you (including Customer Data) and that all such information may be irretrievably deleted by us after six months from the date of any suspension, termination or expiry of these Terms.

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6             Your Account

(a)    You may need a CAASie Account (Account) in order to use our Services. You may create your own Account, or your Account may be assigned to you by an administrator, such as your employer. If you are using an Account assigned to you by an administrator, your administrator may be able to access or disable your account.

(b)   Agency Account holders have the ability to create Organisations within their Account. This is for the purpose of organising and sorting campaigns within the Account. As such, Organisations created on CAASie Platform are not themselves recognised as a User. The User is responsible for any actions performed by or through your Account.

(c)    We reserve the right to reject your User registration by disabling your Account. Even after acceptance, we may terminate or suspend your account and ability to use the Services at our sole discretion, with or without cause and without prior notice to you. If we believe your actions may cause us or other users’ legal liability, harm or loss, we reserve the right to notify other users of your actions.

(d)   If you have an Account, or use our Services, we may display your company profile name, and the actions you take on the CAASie Platform or on third-party applications connected to your Account or to our Services.

(e)    To protect your Account, keep your password confidential. If You learn of any unauthorised use of your password or Account, please contact us via email support@caasie.co

(f)     You may terminate these Terms and your Account with us only if You do not have active or pending transactions on CAASie.

(g)   Your account will be deemed inactive and closed or archived if there is no activity on your account for 12 Months. In the event your account is closed or terminated it will be marked inactive in our systems, but we cannot delete your transaction history.

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7             I’ve signed up – now what?

7.1               General

As a customer of the CAASie Platform you will have access to the Services from us.  

As explained below, the Services you receive will depend on the type of User you are.   

You acknowledge that the type, extent and availability of information displayed on the CAASie Platform may be changed, modified or varied by us at any time.

7.2               Account types

Upon signing up to our Services, two (2) entities in our system are created:

(a)    a User account; and
(b)   a corresponding Organisation 

This Organisation may be either an ‘Advertiser’ or an ‘Agency’. Regardless of type, all Organisations store a cache of pre-paid Credits against which all Transactions are performed.

 Agency accounts have a "Client" feature, which enables the separation of campaigns and billing information for each client that is represented by them. In this case, the cache of credits is associated with each client organisation, and can only be utilised by campaigns which are assigned to that client. Agency account holders will be able to see a total balance of credits within the account, as well as the individual client balances.

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8             Buyer’s Understanding

8.1         Overview

The CAASie Platform uses a process known as ‘Real-time bidding’ whereby an Advertiser/Buyer/You may set their desired bid for an Play (which carries an associated number of Impressions) on a given asset, to execute a media purchase in real time. 

8.2         Buyer responsibility

Buyers will be responsible for providing certain information required to buy and display advertising using our Services including but not limited to name, address, cell phone, and bank or credit card information. Buyers represent and warrant that all information given to us is true, accurate, up-to-date and not misleading. 

8.3         Acknowledgement

We are not required to qualify Users, Sellers or Seller Enabling Platforms and make no representation, and give no assurance that a Seller (or aSeller Enabling Platform):

(a)    will be able to or will complete the sale of the service.

(b)   a Seller has truthfully and accurately described a Screen;

(c)    a Screen listed for sale on the CAASie Platform exists, or is of any particular quality;

(d)   non-infringing with regard to the intellectual property rights of any person or entity, or that the advertising space on the Screen may be legally sold by the Seller.

(e)    the sale of a Service or Screen complies with any or all applicable legal requirements for the sale of that Service or Screen, including but not limited to statutes, regulations or requirements of any country, state, locality, province, municipality or other government authority or regulatory entity regarding sales, or the sale of any Services or Screen(s).

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9             Relationship with third party Seller platforms

9.1               Overview

 At this stage, we are focusing on the demand side and our customers are generally Buyers. The connection to Sellers and the availability of Screens generally arises from our contractual relationships with third party managers of Screens including our SSP Partners (Seller Enabling Platform).

These Seller Enabling Platforms have their own contractual relationships with media owners that own or operate the relevant Screens (including but not limited to those the Seller Enabling Platform makes available to Buyers via our Services). 

Seller Enabling Platforms have ultimate discretion:

(a)    as to whether they make some or all of their inventory available to Buyers via our Services (they do this by pointing a tailored “deal”); and

(b)   to accept or reject Plays (even if the proposed advertising is approved by the actual media owner). Accordingly, we do not guarantee the price, terms, product, availability or services offered or provided by any third party until it is agreed to electronically via our Services and the relevant Transaction is finalised.

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9.2               Conditions

You agree and acknowledge that we:

(a)    do not verify any data or the accuracy of any information (including location data) that the Screen owner or relevant Seller Enabling Platform provides to us.

(b)   have no visibility of the condition of any Screen (as long as the player is turned on, we can deliver ads to it – even if the monitor is off, damaged or not functional)

(c)    may provide you with estimated viewership from time to time however we have no ability to verify this information and as far as we are aware there are currently no obligation on media owners or Seller Enabling Platforms to use a unified standard of audience counting and every Seller and/or Seller Enabling Platform does it differently.

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10             What can’t I do?

By having access to and use of the Services, you warrant on behalf of yourself, your users, and other parties you represent that you will not:

(a)    modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software that are contained on our Website and/or form part of the Services;

(b)   remove any copyright or other proprietary notations from any materials and software that are contained on our Website and/or form part of the Services;

(c)    transfer the materials to another person or “mirror” the materials on any other server;

(d)   knowingly or negligently use our Website, the Services or any associated services in a way that abuses or disrupts our networks or any other service we provide;

(e)    use our Website, the Services or any associated services to submit any false, inaccurate, misleading, defamatory or offensive content (including personal information) or transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;

(f)     use our Website, the Services or any associated services in violation of any applicable Laws or any of our polices;

(g)   use meta tags or other hidden text utilizing CAASie’s name or trademarks without the express prior written consent of CAASie;

(h)   Distribute viruses or any other technologies that may harm CAASie or the interests or property ofCAASie users

(i)     transfer your CAASie account to another party without our consent;

(j)     upload or submit content that does not comply with our advertising policy available at https://caasie.co/legal/caasie-advertising-policy (Advertising Policy);

(k)   circumvent or manipulate our fee structure, the billing process, or fees owed to us;

(l)     use our Website in conjunction with sending unauthorised advertising or spam;

(m)  harvest, collect or gather user data without the user’s consent; or

(n)   use our Website, the Services or any associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.

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11             Your content

11.1               Communications and Submissions

 Our Services allow you to upload, submit, store, send or receive content (such as, but not limited to, your ad content) to or through our Services.

 Upon signing up our Services any communication, negotiation, or agreement regarding the purchase of Plays through the Service must be conducted through the CAASie Platform or in communication with representatives of CAASie.

 In the event that agreement through our Services to purchase a Play is reached (this includes where you set a self executing campaign budget), you agree to place the order through the CAASie Platform.

11.2               Content ownership

When you upload, submit, store, send or receive content to or through our Services (Content Submission):

(a)    you retain ownership of any intellectual property rights that you hold in that content; and

(b)   you give us (and those we work with) a perpetual, transferable, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, post, publish, publicly perform, publicly display and distribute such content (Content Licence); and

(c)    you represent and warrant that you have the necessary rights (and have obtained any required consents and/or authorisations) to grant us the Content Licence.

11.3               Extent of license

The rights you grant pursuant to Content Licence are for the purpose of operating, promoting, and improving our Services, as well as to assist us to develop new services and functionality. This license continues even if you stop using our Services.  

11.4               Content Submissions

Any Content Submission must adhere to our Advertising Policy (and may be used or modified by us in accordance with our Advertising Policy). Additionally:

(a)    you agree that any content is your sole responsibility;

(b)   we assume no responsibility for any advertising content that is delivered to a Screen;

(c)    you must not upload or submit any content that would cause us or you to violate any applicable law, statute, ordinance or regulation; and

(d)   your content or posting may not be defamatory, libellous, threatening or harassing and it may not contain obscenity or any pornography.

11.5               Content approval

All content must comply with our Advertising Policy. Even if it does comply, we or any Seller or Seller Enabling Platform, may (at their absolute discretion) determine not to approve the relevant content.

11.6               Review

Wemay but are not required to review any Content Submission to determine whether it is acceptable, readable, appropriate, or violates our policies, and we may remove or refuse to deliver content to a Screen that we reasonably believe is inappropriate or violates our policies or the law.

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12             How much will I pay and how?

12.1               Delivery of ads

Our Services include automation that utilises an auction mechanism in respect of the purchase of one or more Plays. The highest bidder for Screen (or Screens) at a particular time will have their ad served (as long as they are eligible, and their content has been approved).

12.2               Eligibility

To be eligible to participate in an automated auction you must have completed all mandatory campaign settings (such as placing Content Submissions and having those submissions approved) and have credit available in your account. Your eligibility will also be restricted if you do not have enough hourly budget remaining for the relevant time period.

12.3               Pricing Formula

If you are successful in winning one or more Play, you will pay us (and we will automatically charge you) the amount calculated in accordance with the below formula: 

Cost per Play = (Floor Rate + CAASie Margin) x (1.05^ Net EligibleBidders) + GST + Transaction Fee 

For the purposes of the above formula the:

(a)    Floor Rate refers to the amount the Seller or Seller Enabling Platform charges us for the relevant Play(inclusive of taxes and other related payments).

(b)   CAASie Margin is 15% of Floor Rate or $0.05 USD whichever is higher

(c)    Eligible Bidders refers to the number of Buyers wishing to participate in the auction for that Play (excluding those that are not eligible due to content (not having been approved) or budgetary considerations (which arise when the bid offer of a Buyer is below the Floor Rate plus CAASie Margin)).

(d)   Net Eligible Bidders the number of Eligible Bidders less one.

(e)    GST is 1/11th of the total cost per play

(f)     Transaction Fee is 2.2% of the total cost per play (as imposed by our payment services provider at time of credit purchase)

 As set out above, the price increases by 5% for each additional Net Eligible Bidder.

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12.4               Floor Pricing

We do not have control over the quantum of the Floor Price. Generally, this pricing is set by the Seller or Seller Enabling Platform based on cost per thousand Impressions (we translate this to a cost-per-play which means that a single display of an ad may vary in price according to the audience count that the Seller or Seller Enabling Platform has indicated for that particular time). The audience data that the Seller or Seller Enabling Platform provides is aggregated historical data and we do not verify such information.

12.5               Bidding

Our Services include auto bidding functionality which paces your spend based on your budgetary constraints in respect of each hour. You may set the hourly budget or daily budget. You will only be considered an Eligible Bidder for the purposes of our Pricing Formula if you have unused hourly budget at the time of the relevant Play and that budget is greater than the required Cost Per Play, where there are zero Net Eligible Bidders (1.05^0).

 In addition to setting your budget, you may also set a “Max cost per play” this is the maximum amount you are willing to pay for a Play.

 While we offer auto bidding functionality there is still an option for you to submit manual bids. A manual bid sets the maximum amount you agree to pay for a particular Play and acts as a cap. If you submit a manual bid, you will only be included as an Eligible Bidder for the purposes of our Pricing Formula if your manual bid is above the required Cost Per Play, where there are zero Net EligibleBidders (1.05^0).

12.6               Campaign Budgets and pacing

As contemplated above, you may choose to set an hourly budget or daily budget. Your budget can be linked to a particular campaign. Where you do so, you will benefit from our pacing algorithm. This is a mechanism to prevent overspend or to spread your spend across time periods.  

Where you set a campaign budget. You will set:

(a)    the duration of campaign (start & end dates);

(b)   the active hours (being times when the campaign is “on”); and

(c)     specific Screens that you wish for your ads to be delivered to (we make no-guarantees as to availability of such Screens even if they show as available on our Services)

 Where you do so, we will endeavour but are not obligated to ensure that your budget is allocated in the relevant time period and during your chosen active hours. However, from time to time spend may fall outside of these time frames where delivery is delayed or time zones and/or daylight savings are not accounted for.

 Where you set a daily budget, we will convert your daily budget into an hourly budget by dividing the relevant amount by the number of active hours you have selected. You may change your daily or hourly budget at any time (but such changes may only be effective 12 hours later and accordingly your spend in that 12 hour period may exceed your revised budget). There are also other reasons why your spend may exceed total campaign budget, your hourly budget or your daily budget such as third party delays in respect of confirmation an ad was played.

From time to time, via our Service, you may “Pause” your campaigns. This creates a temporary hold against your participation in auctions. We make effort to ensure that the Pause is honoured as soon as practicable. However, where you implement a “Pause” you are deemed to acknowledge that:

(a)    some advertisements may be committed to the Seller for up to 24 business hours after the Pause has occurred (due to delay resulting from and including but not limited to internet speed and server communications); and

(b)    you remain obligated to pay all fees resulting from such advertisements, which will be deducted from the your Credit balance upon confirmation of a “proof of play” which occurs when we receive an electronic notification from the relevant Seller or Seller Enabling Platform indicating that the Play event occurred (despite the receipt of a proof of play we are unable to verify if the Play actually occurred on the relevant Screen and/or the condition of the relevant Screen). 

You acknowledge that all pacing & budget algorithms within CAASie are proprietary to us. 

It is your responsibility to ensure you understand and agree to be bound by our fees or costs before you set budgets, place manual bids or engage in any Transactions.

12.7               Selected Buyers

As the price is calculated by a formula and not the highest price a Buyer is willing to pay for the relevant Play, more than one Buyer may have budget to pay the relevant price for the Play. In such circumstances, our algorithm preferences the Buyer with the higher hourly budget (less what has been spent in that hour). This budget will diminish as that Buyer wins auctions (and Transactions in respect of Plays occur).  

Detailed examples of the pricing and auction bidding process are set out in Annexure B.

12.8               Clustering

As set out in this clause 12, you will pay per Play. Accordingly, if your content plays on more than one Screen you will pay a separate fee in respect of each Screen it plays on (provided they are set up in our System as individual Screens).  

Some Screens will not be set up as individual Screens but rather as part of a cluster of Screens (for example at a service stations) these clustered Screens will all show the same content at the same time. If this is the case, we will charge in the same manner as for a single Screen (except we expect the Floor Rate the Seller or Seller Enabling Platform charges us for the relevant Play will be higher) . Depending on how the Screens have been set up in our system, you may or may not be made aware that the Screen in which your Play is shown is a single Screen or cluster of Screens.

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13             Request and Acceptance

(a)    Screens are generally controlled by a Content Management System (CMS). This system controls the scheduling and display of content on the relevant Screen. When the CMS detects an availability, it will trigger a request for content from external parties. Seller Enabling Platform are an external party (but may not be the only external party offered the opportunity to submit content for the relevant window).

(b)   This request is initially received by our Seller Enabling Platform and then, at their discretion, sent to us. When sent to us, they will provide relevant information in respect of cost, price, ad specifications provided to them by the Screen owner (Required Specifications).

(c)     If there is a winner via our automated auction process (that also matches all the Required Specifications) we'll send a response with the corresponding content.

(d)    When we submit content on behalf of a Buyer, we will receive a notification if the Buyer’s ad has been selected by the Seller or Seller Enabling Platform and is scheduled to play. If it is selected, once played we will also receive a "proof-of-play" notification. This exchange follows international open real-time-bidding (open RTB) standards.

(e)     You will only be charged in respect of a Play when we have received a“proof of play”. However, while we await such receipt which can be delayed, we may hold funds in anticipation of the notification.

(f)      You acknowledge that:

i.     we rely on “proof of play” notifications;
ii.    even where we do receive a “proof of play” notification we have no way of confirming whether the ad did in fact play on the relevant Screen’ and
iii.     you accept that the“proof of play” notice of win for an auction (from CAASie’s supply partners including but not limited to the Seller’s systems, the system of the Seller Enabling Platform and/or the the CAASie system) is deemed to be proof that the transaction completed and the content was displayed.

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14             Dashboard and Information

14.1               Dashboard

You will have access to a dashboard which provides reports on Plays that you have won, the expected number of Impressions in respect of such Plays as well as your spend.  

We make no assurances in respect of the timeliness of information displayed on the dashboard given that we sometimes experience up to 24 hours of delay in respect of receiving confirmation that the relevant Screen played your content.

14.2               Other information we make available to you

We may also display:

(a)    averages and minimum costs in respect of Plays as well as graphical representations as to the fluctuation in such amounts based on constraints (such as time of day). Where we do so, such information is to be treated as indicative only and not to be relied upon.

(b)   guides as to the availability of certain Screens (however, we do not make any representation as to the number of Impressions available in respect of that Screen (if any) or the effectiveness of that Screen).

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15             Credits

15.1               Purchase of Credits

 Credits are purchased in advance pursuant to your chosen payment method. By purchasing Credits through our Services, you authorise us to deduct Credits from your account for any fees you accrue as a result of using our Services.

 Users within an Organisation may create “Client” Organisations for the purpose of distinguishing between Credits purchased by or on behalf of a third party (for example one of their clients). Where Credits are purchased by or on behalf of such third party, the Credits will be held separately in a cache which represents the Credits available to that relevant “Client”Organisation.  

15.2              Ownership of credits

In all cases the Credits are deemed to be the property of the owner of the credit card, bank account, or other payment method used during the purchase of Credits.

 Credits cannot be transferred between separate caches unless you can provide ownership details to us and we agree in writing to accept such transfer and facilitate it via our Services. We reserve the right to refuse transfer of Credits. Where we do so we may at our discretion determine to provide you with a refund instead of a transfer (the availability and processes in respect of refunds are subject to these Terms). 

15.3               Displayed Value

 By default, Credits will be displayed as Equivalent US Dollars (irrespective of the currency you have nominated). As these are pre-paid, you will receive a locked in Equivalent US Dollar amount on the date of purchase and this will not change based on swings in exchange rates.

 However, if you choose, via our settings, to display the theoretical value of your Credits in another currency, you will see fluctuations based on the relevant exchange rates of your chosen currency as against the US Dollar. As the Credits are not generally refundable such value is purely theoretical and is provided to you to assist you to understand the cost of your advertising spend in your chosen currency.    

15.4               Deduction

 All transactions on CAASie are deducted against their Organisation’s cache of pre-paid Credits (and you will not be able to participate in any auction process if you do not have sufficient Credits at the relevant time). Credits are only deducted for the content that is committed to be played on the appropriate Screen. 

15.5               Expiry

 You agree that Credits will be archived and expire in accordance with our Credit Expiry and Archive Policy set out in Annexure C.

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16             Billing Process

16.1               Billing generally

(a)    Transactions (including those with respect to the purchase of Credits) are facilitated and Buyers are billed through our Services.

(b)    All amounts paid to us are non-refundable. Once a Buyer’s advertisement has won the real-time auction and/or has been delivered to the Seller, no cancellations are permitted.

(c)    We use a third-party payment processer, Square AU Pty Ltd (ABN 38 167 106 176) (Square), to facilitate all such payments and disclaim all liability in respect of their services.

(d)    We separately pay Sellers and Seller Enabling Platforms pursuant to our contractual relationships with those parties.

Our billings may appear under the name “CAASie” or other CAASie account name e.g. Heurist Pty Ltd. You will receive an invoice upon purchase of credits, inclusive of GST and Fees.

16.2               Enabling Automatic Credit Top-Ups

(a)    By clicking the “Auto top-up” toggle button in the “Organisation Settings” page of our Website to the “on” position, Buyers may opt in for a service that automatically tops up their Credits (Top-Up Scheme).

(b)    Where a Buyer enables the Top-Up Scheme (Enabled Top-Up Scheme) the Buyer agrees to automatically purchase Credits in accordance with clauses 16.2 to 16.9 (with each purchase of Credits to be considered an “Auto Top-Up”).

16.3               Size of each Auto Top-Up

(a)    At the time the Top-Up Scheme is enabled, the Buyer will be required to set the number of Credits that are to be purchased each time an Auto Top-Up is to occur (Quantified Top-Up Credits).

(b)    The Buyer may, at any time, by visiting the “Auto top-up” section of the ”Organisation Settings” page of our Website, adjust the quantity of the Quantified Top-Up Credits.

(c)    Pursuant to an Enabled Top-Up Scheme, the Buyer agrees that each time their Credit balance drops below the threshold contemplated in clause 16.4, the Buyer is to automatically purchase the Quantified Top-Up Credits and instructs CAASie to take any actions or steps required to complete the automatic purchase of such Credits (Instructions).

16.4               When an Auto Top-Up takes place

(a)    An Auto Top-Up is to occur each time the Buyer’s credit balance drops below the number of Credits required to [maintain a budget for an active campaign for at least 12 hours] (Credit Balance Threshold).

(b)    The Buyer acknowledges that, as the timing of Auto Top-Ups is contingent on Credit spend and predicted Credit spend as contemplated in clause 16.4(a), the Auto Top-Ups will occur at irregular intervals and there will be no set duration between Auto Top-Ups.    

16.5               Term of Top-Up Scheme

(a)    Authorisation for each Enabled Top-Up Scheme will last for 12 months (unless cancelled earlier) from the date of the relevant authorisation (Top-Up Term).

(b)    After each 12 month period, if a Buyer wishes for the Top-Up Scheme to continue, the Buyers must opt in to the Top-Up Scheme again through the same process in subclause 16.2(a). After each opt in, the Top-Up Term will be extended for a further 12 months (unless cancelled earlier).  

(c)    During the Top-Up Term, Buyers understand and agree that Credits will be purchased automatically on the Buyer’s behalf in accordance with the Instructions and clauses 16.2 to 16.9.

16.6               Third party payment processing of Auto Top-Ups

(a)    A Buyer that wishes to opt in to the Top-Up Scheme must provide its credit card details to Square, which will store and use those details in accordance with its policies and procedures.

(b)    We will not store the Buyer’s credit card details, and will only have access to the last four digits of the Buyer’s credit card number.

(c)    When a Buyer’s Credit level drops below the Credit Balance Threshold, we will automatically submit a request to Square to charge the Buyer’s credit card for the purchase of the Quantified Top-Up Credits.

(d)    Square complies with the Payment Industry Data Security Standards (“PCI DSS”) in respect of the retention and storage of credit card information. We have a separate contractual relationship with Square for the safety and security of Buyer’s credit card information and warrant that Square will take all reasonable steps in accordance with our contract with it and the PCI DSS to protect Buyers’ credit card information. However, the digital storage of financial information carries inherent risk, and we disclaim any liability for the unauthorised use or access of Buyers’ credit card details that is beyond the reasonable control of Square.

16.7               Auto Top-Up Notifications

(a)    We will notify Buyers when their Credit balance is close to the Credit Balance Threshold and inform such Buyers that an Auto Top-Up is to automatically occur when the Credit Balance Threshold is met.

(b)    We will notify Buyers each time an Auto Top-Up occurs.  

16.8               Other Auto Top-Up Terms

(a)    It is a Buyer’s responsibility to ensure positive net activity in respect of its credit card when Auto Top-Ups under the Top-Up Scheme are due.

(b)    If A Buyer believes that an error has been made in respect of its Credit top-up, it must notify us immediately. We will investigate any potential errors or disputes in a fair and timely manner. If we determine that an error has occurred, we will immediately inform Square and ensure that the charge is reversed, refunded or adjusted as necessary, according to Square’s procedures. If, after conducting a thorough investigation, we believe that no error has occurred, we will promptly inform the Buyer of our reasons in writing.

16.9               Cancellation of Top-Up Scheme

(a)    Buyers can cancel the Top-Up Scheme at any time by [clicking the “Auto top-up” toggle button in the “Organisation Settings” page] on our Website to the “off” position. The cancellation will take effect immediately.

(b)    There will be no fee or penalty for cancelling the Top-Up Scheme.

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17             Refunds and Cancellations

 Our Refund Policy sets out your rights in respect of refunds and cancellations and no other refunds or cancellations will be effective or permissible.

18             Your Data and Privacy

As part of the signing up process we will require you to create an account and a ‘Profile’, which will include your Personal Information, such as your name, address, phone number, email address and ABN (Profile Information). In addition, we and our third party service providers, may also require you to provide additional Personal Information, such as information to confirm your identity.

 Your privacy is important to us and we undertake to comply with the Privacy Laws in the course of providing the Services to you.

 Our Privacy Policy explains how we store and use, and how you may access and correct your Personal Information, how you can lodge a complaint regarding the handling of your Personal Information and how we will handle any complaint.

 By providing your Personal Information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy.

 You also expressly acknowledge and consent to:

 (a)    us sharing, transferring and disclosing Personal Information provided by you with our Related BodiesCorporates and third party service providers to the extent required in providing access to, maintaining and servicing our Website or the Services or providing the Services; and  

(b)   such Related BodiesCorporates or third party service providers storing and processing such Personal Information provided by you on servers that may be located outside ofAustralia.

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19            Confidentiality

You or us must not disclose, or use for a purpose other than as contemplated by these Terms, any Confidential Information unless you or us are expressly permitted under these Terms to do so.

 You or us may disclose any Confidential Information:

(a)    to each other;

(b)   under corresponding obligations of confidence, to Related Bodies Corporate and employees, legal advisors or consultants of such persons;

(c)    which is at the time lawfully in the possession of the proposed recipient of the Confidential Information through sources other than you or us, or a Related Body Corporate;

(d)   in enforcing these Terms or in a proceeding arising out of or in connection with these Terms;

(e)    if required under a binding order of a Court or Tribunal or under a procedure for discovery in any proceedings;

(f)     if required under any Law or any administrative guideline, directive, request or policy whether or not having the force of law, including the rules of any securities exchange;

(g)   as required or permitted by these Terms;

(h)   to its legal advisers, its insurers and its consultants; or

with the prior written consent of you or us (as the case may be).

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20             Publicity

You agree that, notwithstanding the Confidentiality provision above, we may in any marketing or other material used by us:

(a)    disclose to third parties the fact that you have entered into these Terms with us; and

(b)   use de-identified information about you.

For the avoidance of doubt, marketing material may include (but is not limited to) case studies regarding you or your involvement with us, however we will only identify you in marketing material (including in case studies) with your prior written consent.

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21             Ownership of Intellectual Property in our Website and Services

(a)    All software used by us is our property or property of our licensors and suppliers and protected by Australian and international copyright laws as well as the intellectual property rights described in these Terms.

(b)   We retain all ownership and use rights in our Website and the Services (including the CAASie Platform). Our Website and the Services (including the CAASie Platform) are subject to protection under the copyright and or trade secret laws, where applicable, and other intellectual property laws of Australia and other jurisdictions. The rights granted to you under these Terms are limited to use of, and access to, our Website and the Services (including the CAASie Platform).

(c)    Notwithstanding anything to the contrary express or implied, these Terms do not operate to grant to you a licence (implied or otherwise) in respect to any part of our Website or the Services (including the CAASie Platform) or to any other of our proprietary information, documentation, record (or to any part, portion or aspect thereof). We or our suppliers own all rights in and to our Website and the Services (including the CAASie Platform) and have full power and authority to grant the rights set out in these Terms, and we retain all rights not specifically granted to you in these Terms.

(d)   We acknowledge that you own or license all rights, title and interest in the Customer Data (including any Intellectual Property Rights), and that these Terms do not transfer ownership of any such right, title or interest of you or any third party.

(e)     You also expressly acknowledge and consent to:

 a.       us sharing, transferring and disclosing Customer Data provided by you with our Related Bodies Corporates and third party service providers to the extent required in providing access to, maintaining and servicing our Website or providing the Services; and  

 b.      such Related Bodies Corporates or third party service providers storing and processing Customer Data provided by you on servers that may be located outside of Australia.

 (f)     CAASie name and logo and all related product and service names, design marks and slogans used on CAASie are the trademarks or service marks of CAASie. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on our Services and access to our Services does not authorise anyone to use any name, logo or mark in any manner (without our prior written consent).

 This clause survives termination of these Terms for whatever reason.

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22             Customer Data and Derivative Materials

You acknowledge and agree that:

(a)    we may access, use, adapt, modify, reproduce, reformat, transform, and process the Customer Data, to the extent necessary to provide the the Services and to otherwise carry out our obligations under these Terms;

(b)    we may create Derivative Materials from the Customer Data, including by combining Customer Data with other information collected or otherwise obtained by us, but only provided that the Derivative Materials do not incorporate Customer Data or your Confidential Information in a form that could reasonably identify any individual, including you;

(c)     we may use information about you, or information about your use of the Services, for the purposes of improving the Services, detecting and addressing threats to the functionality, security, integrity and availability of the Services, detecting and addressing breaches of these Terms or any of our other policies and to help us to resolve your service requests; and

(d)    any existing or future Intellectual Property Rights in any Derivative Materials vest in us absolutely. You agree to assign, and procure the assignment of, such Intellectual Property Rights in any Derivative Materials to us immediately on their creation.

If we become aware of any unauthorised access to, use or disclosure of, or breaches of security in relation to, any your Customer Data or Personal Information in connection with our provision of the Services, we will:

(a)    immediately notify you in writing and provide you with all details of the act or breach;
(b)   co-operate and comply with your reasonable directions in relation to such event; and
(c)    promptly take all reasonable steps to rectify or remedy such breach where possible. 

This clause and all provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survives termination of these Terms for whatever reason.

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23             Our liability to you and your liability to us

(a)    We shall defend, hold harmless and indemnify you from and against any Loss suffered or incurred by you arising out of or in connection with any Claim that the Services infringe any Intellectual Property Right or other right of any third party, except to the extent that such Loss is caused or contributed to by an act or omission of you or your personnel.  

(b)   You must defend, hold harmless and indemnify us, our Related Bodies Corporates and our employees, contractors, servants and agents (the Indemnified Parties) from and against any Loss suffered or incurred by the Indemnified Parties arising out of or in connection with:

a.       any breach of these Terms by you;
b.      any Claim by any person in connection with any data used or disclosed by us in connection with theseTerms;
c.       any Claim by any person that is connected with your use of the Services;
d.      any dispute with another User;
e.       inadequate reporting, purchase, collection or remittance by you of any taxes relating to transactions conducted by us or via our Services;
f.       any violation of any Law or regulation governing your activities on or off of our Services;
g.      the infringement of any intellectual property or other right of any person or entity; or
h.      any loss or damage to property arising out of or otherwise in connection with any wrongful act or omission of you.

 (c)    We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without our prior written consent. 

(d)   For all claims of damages during any twelve (12) month period relating to our performance under these Terms, including penalties and interest, and regardless of the form of claim or action, whether in contract, tort, strict liability or otherwise, including without limitation, claims regarding the Services or work product, any other undertakings promised herein or for any error or other breach of our obligations under these Terms, our total liability shall not exceed an amount equal to the fees paid by you to us under this these Terms for the Services which forms the basis of such claim(s), during such twelve (12) month period.  In the event that these Terms have been in effect for less than twelve months, then such liability shall be reduced proportionately to correspond to the expired period of these Terms. 

(e)    You may not bring any action arising out of these Terms or your use of the Services, regardless of form or the basis of the claim, more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). In the event that you bring an action outside of the time limit, we, shall be entitled to recover from you our reasonable attorney’s fees in responding to such action. 

(f)     To the maximum extent permitted by Law, in no event shall we be liable for: (a) indirect, exemplary, incidental, special or consequential damages or costs, including lost or damaged data; loss of profit or goodwill, whether foreseeable or not, even if we have been advised of the possibility of such damages; (b) penalties, interest or taxes assessed by a taxing authority; (c) third party claims against us or you; (d)damages to the extent they arise because you have failed to perform your responsibilities under these Terms; and (e) any Loss suffered or incurred by you arising out of or in connection with your access to or use of the Services. 

(g)   The Competition and Consumer Act 2010 (Cth) (including the AustralianConsumer Law) (“the CCA”) provide certain guarantees to particular types of consumers and in particular circumstances. These guarantees and rights may provide you with rights that cannot be excluded. For the avoidance of doubt, nothing in these Terms excludes, restricts or modifies such non-excludable rights and all preceding provisions are to be read subject to the provisions of the CCA. 

This clause and all provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survives termination of these Terms for whatever reason.

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24             CopyrightProtection

We comply with the provisions of the CopyrightAct 1968 (Cth). If you reasonably and in good faith believe that your work has been copied, imitated or improperly used in violation of the commonwealth copyright laws and has been posted on our Services, please provide us with all of the following information in writing:

(a)    Electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted interest;

(b)   Description of the copyrighted work that you claim has been infringed upon;

(c)    Description of where the material that you claim is infringing your copyrighted material is located;

(d)   Your address, telephone, mobile phone and email address so that we can contact You if necessary;

(e)    A statement by you that you have a reasonable, good faith belief that the disputed use is not authorised by the copyright owner, its agent or the law; and

(f)     A statement by you made under penalty of perjury, that the above information in your notice to us is accurate and that you are the copyright owner or are authorised to act on the copyright owner’s behalf.

Before sending a notice to us, you should confirm that you are the rightful copyright owner or have the lawful rights to the copyright which the Copyright Act requires. Failure to include all of the information requested herein may result in a delay or failure to review your claim.

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25            Comments

From time to time, we may request that you provide us with feedback or reviews on the Services. You are not obliged to provide such feedback.

All reviews, comments, feedback, suggestions, feature requests, ideas and other submissions disclosed, submitted or offered (collectively, the “Comments”) to us or otherwise disclosed, submitted or offered in connection with your use of the Services shall be and remain our property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in and to all copyrights and other intellectual property in the Comments. As a result, we will own exclusively all such right, title and interest and will not be limited in any way in our use, commercial or otherwise, of any Comments.

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26            GST and Taxes Generally

26.1               GST

(a)    In this clause, capitalised words have the meaning given to them by A New Tax System (Goods and Services Tax) Act 1999 (Cth), and all related legislation.

(b)   We will supply the Goods and/or Services to you for the price contemplated in these Terms or as otherwise subsequently confirmed to you.

(c)    Unless otherwise specified, all prices quoted are inclusive of GST and GST (or an equivalent amount will be payable by you) to us in respect of any Transaction. Unless we agree otherwise, this is the case irrespective of where you or your Represented Entity are domiciled and/or whether GST is actually payable in respect of the Taxable Supply. At the time of purchase of any Credits, the relevant transaction is inclusive of GST.

26.2               Disclaimer and indemnity

The Buyer agrees that:

(a)    it is responsible for paying all applicable taxes and for any and all hardware, software, service and other costs they may incur when they use our Services;

(b)   we bear no responsibility for the reporting, payment, collection and remittance of any sales/use tax, transaction tax, transfer tax or any other fee or tax that maybe assessed on any sale or transaction conducted through our Services by any jurisdiction having taxing authority over the sale or transaction; and

(c)    they are responsible for, and will indemnify us against, any liability for any sales/use or similar transaction tax that is or may be assessed by any jurisdiction.

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27             Other important information

27.1         Overarching promises

Other than the warranties specifically set out in these Terms and other than as required by Law (including the Australian Consumer Law if applicable), you understand and agree that:

(a)    you have full power, authority and legal capacity to enter into and perform your obligations under these Terms; and

(b)   execution and performance by you of these Terms will not result in a breach of any terms or conditions of any instrument or agreement to which you are a party.

(c)    you have obtained all permits, authorisations, licences, registrations or other approvals that are required or necessary for us to provide any of the Services to you, and if you are not the owner of the business, you have obtained any consent, authorization, licences or other approvals from the owner of the business that are required or necessary for us to provide any of the Services to you;  

(d)   you must provide us any information we reasonably require for the purposes of these Terms;

(e)    you represent and warrant that all information that you provide to us is true and correct and you must not mislead or deceive us in relation to any information that you provide to us;

(f)     you must promptly tell us if information you have provided to us changes, including your billing address;

(g)   we do not represent, warrant or accept any liability in relation to the timeliness, accuracy, currency, reliability or quality of the Services, or any advice, suggestions, recommendations or other information contained within the Services;

(h)   we do not represent or warrant that the Services or any advice, suggestions, recommendations or other information contained within the Services, are free from errors or omissions, or that they are exhaustive and their use will be uninterrupted;

(i)      we make no endorsement or warranty regarding any out-of-home screens or any transactions entered into through our services;

(j)     we disclaim any warranties, representations or endorsements, express or implied, with regard to the Services or any advice, suggestions, recommendations or other information contained within the Services including all implied warranties of suitability, merchantability, fitness for a particular purpose, or non-infringement;

(k)   you have accepted the Service provided ‘AS IS” and “WHERE IS’ and you waive all other related warranties, express or implied, including without limitation, any implied warranty of merchantability, fitness for an intended or particular purpose, time of performance or otherwise;

(l)     you are not misrepresenting your identity, location or authority to enter into contracts and you are of legal age and capacity to enter into contracts;

(m)  you assume sole responsibility and entire risk as to the suitability and results obtained from use of the the Services and any decisions made or actions taken based on the information contained in or generated by the Services;

(n)   we have no responsibility to any person other than you and nothing in these Terms & Conditions confers, or purports to confer, a benefit on any person other than you;

(o)   we are not reasonable for or obliged to examine the veracity, accuracy or completeness of any information published on our Website (or any third party website) by a User or third party in relation to the Services;

(p)   you agree to the admissibility of computer records and electronic evidence in any dispute under these Terms;

(q)   we are not responsible for user-generated content such as postings, listings, feedback, pictures and assume no liability for typographical errors in listing information on the CAASie Platform or;

(r)     we may send you service announcements, administrative messages, and other information to improve user experience (and you may opt out of some of those communications);

(s)    that results obtained from use of the and Services: (i) will not, under any circumstances, be considered professional advice (including tax, legal or accounting advice) and it would be advisable for you to obtain such advice from your professional advisor, (ii) are not meant to replace sound professional judgment or individualised attention of such professional advisors or your circumstances; and

(t)     some software used in our Services may be offered under a third party or open source license and there may be provisions in the third party or open source license that expressly override some of these terms.

27.2         Representative promises

In addition to the above, if you are using our Services on behalf of a Represented Entity, you warrant and agree that:

(a)    you have the authority to bind the Represented Entity to comply with these Terms and to enter into payment agreements on behalf of yourself and the Represented Entity;

(b)   you and the relevant Represented Entity will hold us harmless and indemnify us from any claim, suitor action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

 You and your Represented Entity, if any, are jointly and severally liable for your obligations under these Terms.

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28             No reliance on Collaborator input

We may, from time to time, collaborate with third parties to develop new features or services for the Services, which may include advice, suggestions, recommendations or integration with third party services (Collaborators).  

You acknowledge and agree that:

(a)    you will review and make your own assessment and verification of any advice, suggestions, recommendations or other information made available through the the Services and you must not rely (in whole or in part) on such advice, suggestions, recommendation or other information;

(b)   we are not responsible for any advice, suggestions, recommendation or other information provided through the Services, including any advice, suggestions, recommendations or other information provided by Collaborators or other third parties; and

(c)    CAASie does not originate information in respect of Impressions and relies on Sellers and Seller Enabling Platforms for these metrics and CAASie has no way of verifying the veracity of any claims as to audience size.

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29             Scheduled Maintenance/System Downtime

We reserve the hours between 10:00 pm and 5:00 am (Australian Eastern Standard Time) for system maintenance and will provide maintenance at other hours as we deem necessary. This may or may not cause system downtime. In the event certain Services are disrupted ending times may be extended without notice as a result of scheduled or unscheduled downtime, but any such extensions are made at our discretion. 

Except when required by law, we are not responsible for transactions not being processed or not being accepted due to technical difficulties.

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30             Intended Use and Site or Platform Abuse.

30.1         Intended Use

 The content and software on CAASie may be used only as a resource for the marketing, sale and purchase of media and billboard advertising space and other related display boards and services. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the CAASie is strictly prohibited.

30.2         Misuse

 You may not use content from our Services unless You obtain permission from its owner or are otherwise permitted by law. These terms do not grant You the right to use, remove or alter any branding or logos used in our Services. 

30.3         Platform Abuse

You are prohibited from violating or attempting to violate the security of our Services, including, without limitation:

 (a)    accessing data not intended for you or logging onto a server or an account which you are not authorised to access;

(b)   attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(c)    attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to us or our Services, overloading, “flooding,”“spamming,” “mail bombing” or “crashing”;

(d)   sending unsolicited email, including promotions and/or advertising of products or services via our Services, or obtain other user information from the site in order to do so;

(e)    forging any TCP/IP packet header or any part of the header information in any email or news group posting;

(f)     using any device, software or routine to interfere or attempt to interfere with the proper working of our Services or any activity being conducted on the CAASie Platform or bypass any measures used to restrict access to the site;

(g)   using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the site other than the search engine and search agents available pursuant to our Services and other than generally available to third party web browsers; or

(h)   collecting information about other users without their consent.

30.4          Other

 We reserve the right to refuse service to anyone.

 We will exercise this right with Buyers who fail to complete any Transaction. Additionally, if we suspect you of misusing our Services, breaching our terms or policies, taking any actions that we perceive could adversely affect our business or violating any laws or regulations, we may suspend or stop providing our Services to you and your Represented Entity. Where, you are found to have engaged in any abusive or fraudulent activity in connection with CAASie or our Services, we may terminate your Account.

 You (and your Represented Entity) are liable for and must indemnify us against all claims, losses, damages, liabilities, judgments and fees, and pay any costs incurred by us in respect of your misuse of the CAASie Platform or for your violation of any these Terms (including but not limited to the amounts of third party claims against us, our actual legal fees and collection/enforcement fees, fees in respect to any Transactions you fail to pay for, fees in respect of any Screens on which You place false bids and our time in resolving any issues with respect to your misuse/violation).

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31             Force Majeure

We will not be liable for any damages or injury caused by any delay in or failure or defect of performance of any part of the Services under these Terms or be liable for any other consequences, damage, injury or loss, caused by or resulting from any act, event, occurrence, or cause beyond its reasonable control, including without limitation, failure of telecommunications or Internet services, war, vandalism, sabotage, terrorism, accidents, pandemics, epidemics, quarantines, fires, explosions, earthquakes, floods, strikes, labour disputes, shortages or delays in obtaining suitable material, labour or transportation, interruption of utility services, acts of any government unit or agency there of, or acts of the other party, or any similar cause.

32             Variation

We may make changes to the terms and conditions of these Terms (including the functionality of our Services and/or our fees) from time to time to accommodate changes in Law or our business practice. If we make such changes, we will notify you in writing before such changes take effect.

 Changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. In respect of any other changes, your acceptance of further goods and services and/or payment of any fee or charge due after the date you are notified of a change is deemed acceptance of those changes. If you do not want to accept such changes, you are entitled to terminate, subject to clause 3(e), these Terms by notice (via email) to us within 14 days after receiving notice of the relevant changes.

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33             Updates

We may make Updates to our Website, the CAASie Platform and the Services from time to time. Such Updates will be deemed to form part of these Terms.

34             Complaints and Dispute Resolution

If you have a complaint regarding the provision of any Service by us to you, or these Terms generally, you may lodge a complaint with us in accordance with our standard complaints and dispute resolution procedures. 

Additionally, all complaints about a Buyer or a Seller in connection with a sale must be addressed through CAASie support (support@caasie.co). CAASie will review such disputes but will not arbitrate disputes or arguments between Sellers and Users (or any Other). 

Our standard complaints and dispute resolution procedures are published on our Website.

35             Social Media

You agree that, where our Services integrates in any way with social media, with respect to such integrations, you will adhere to any social media policy enacted by us from time to time.

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36             General

(a)    You may not assign or transfer any rights under these Terms to any other person without our prior written consent.

(b)   Any notice given under these Terms by:

         a.       you to us, must be in writing and sent via email to support@caasie.co and will be deemed to have been received by us when you received an automated message confirming delivery;

         b.      us to you, must be in writing and sent via email to your nominated email address and will be deemed to have been received by you when we received an automated message confirming delivery;

         c.        given on transmission. Notices must be sent

(c)    These Terms contain the entire understanding between us and you with respect to the access to and use of the Services and supersedes all other agreements between us and you with respect to the subject matter herein.

(d)   You acknowledge and agree that no representations have been made by us to you other than as expressly set forth in these Terms, and that you have not relied on any representations not expressly set forth herein.

(e)    No failure to exercise or delay in exercising any right, power or remedy under these Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

(f)     Should any part of these Terms be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed null and void and severed from these Terms for all purposes and the remainder of these Terms shall remain in full force and effect.

(g)   These Terms shall be governed by and construed in accordance with the law of Queensland (without regard to principles of conflicts of law). You and us expressly and irrevocably consent to the exclusive jurisdiction of the courts of Queensland for the purpose of any action relating to these Terms and expressly and irrevocably waives, any objection which it may have to the laying of venue of any action brought in any court and any claim that any action has been brought in an inconvenient forum. Notwithstanding the foregoing, we reserve the right to institute proceedings in any jurisdiction in order to (i) obtain interim or provisional relief pending resolution of a dispute; or (ii) collect from you any monies due under these Terms or under an award of the court described above. In the event that you bring an action in an improper forum, we shall be entitled to recover from you our reasonable attorney’s fees in responding to such action.

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37             Definitions and Interpretation

37.1         Definitions

The following definitions apply unless the context requires otherwise.

 Australian Consumer Law means schedule 2 of the Competition andConsumer Act 2010 (Cth).

 Business Day means a weekday on which banks are open in Brisbane, Queensland.

 CAASie Platform means the “CAASie App” (and any related software operated by us) which provides and/or facilitates the CAASie Functionality.

 CAASie Functionality means the purchase of Plays on digital Out-of-home Screens.

 Claim means, in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.

 Complimentary Credits means Credits that are provided to the User by CAASie at no cost. This may include, but is not limited to, Credits provided aspart of a promotional package or a rewards program.

 Confidential Information means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into these Terms and includes, without limitation, any information and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, the Intellectual Property Rights of a party or dealings under these Terms.

 Credits means credits purchased on CAASie which hold the value of the equivalent US dollar amount on the date of purchase. Exchange rates are subject to change and we update our exchange rates daily, using data from Open Exchange Rates, Ltd.

 Customer Data means any data that is inputted into the CAASie Platform, or provided to us, by or on behalf of you, or at your request.

 Derivative Materials means materials, data and insights derived or created by or on behalf of us in accordance with these Terms, which are based on, or created or derived from, the Customer Data.

 Play means a single showing of an ad on an Out-of-home Screen. The duration of a single showing is defined by the supplier and clearly indicated within the CAASie Platform when you select the board. Play durations vary between 6 to 60 seconds, and may be higher or lower depending on the specific board.

 Impression means each viewer that is expected to be reached by the relevant Play.

 Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi-conductor or circuit layout rights, trade, business, domain or company names, Moral Rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

 Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct, writs, orders, injunctions and judgments.

 Loss means all losses, liabilities, fines, penalties, damages and claims, and all related expenses (including any and all legal fees on a solicitor and client basis, and costs of investigation, litigation, settlement, judgment, appeal, interest and penalties).

 Moral Rights has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

 Out-of-home Screens refers to outdoor screens such as billboards, street signs, shopping centre displays, and other digital screens that can be used for the purpose of advertising.

 Organisation means an entity within the CAASie Platform under which all Users perform their transactions. Organisations are created upon sign-up for every User and are associated to every Ad play delivered by our Services.

 Personal Information means "personal information" as defined in the Privacy Act.

Personnel means in respect of a party any employee, contractor, servant, agent, or other person under that party’s direct or indirect control and includes any sub-contractors.

 Policies means any policy, code of conduct or guidelines developed by us and which are available at https://caasie.co/legal/caasie-privacy-policy and https://caasie.co/legal/caasie-advertising-policy, as amended from time to time (and expressly includes any other policies that are published on https://caasie.co from time to time .

 Privacy Act means the Privacy Act 1988(Cth).

 Privacy Laws means:

(a)           the Privacy Act;

(b)          the Spam Act 2003 (Cth);

(c)           any legislation (to the extent that such legislation applies to either party) from time to time in force in any Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia) affecting privacy or the collection, handling, storage, processing, use or disclosure of data; and

(d)          any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued pursuant to that legislation, as amended from time to time.

 Privacy Policy means the privacy policy of us available at https://caasie.co/legal/caasie-advertising-policy,as amended from time to time.

RefundPolicy means the policy set out in Annexure A.

RelatedBody Corporate has the meaning given in the Corporations Act 2001 (Cth).

 Screens means an Out-of-home Screen operated or managed by a Seller or by a third party Seller Enabling Platform.

 SSP Partners means third parties that we have a contractual relationship with that aggregate and make Screens available to us (and other similar parties).

 Terms means this document together with our Policies as amended from time to time by us.

 Transaction means the purchase and sale of a Play.

 Update means any update or upgrade to the Services and the Website from time to time.

 User means you in the context of you having access to and use of the Services.

 Website means the Internet site at the domain https://caasie.co/ or any other site operated by us.

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37.2         Interpretation

The following rules apply unless the context requires otherwise:

(a)           headings are for convenience only and do not affect interpretation;

(b)          the singular includes the plural, and the converse also applies;

(c)           nothing in these Terms are to be interpreted against a party solely on the ground that the party put forward these Terms or a relevant part of it;

(d)          if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(e)           a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;

(f)            a reference to a clause or Schedule is a reference to a clause of, or Schedule to, these Terms;

(g)          a reference to an agreement or document (including a reference to these Terms) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by these Terms or that other agreement or document;

(h)          a reference to a party to these Terms or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives);

(i)            a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

(j)            a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in visible or tangible form;

(k)          a reference to conduct includes an omission, statement or undertaking, whether or not in writing;

(l)            a reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind;

(m)         mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included;

(n)          a reference to dollars and $ is to the currency of the Unites States of America (unless the Services expressly display another currency); and

(o)          a month means a calendar month.

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Annexures

Annexure A - Refund Policy

Annexure B - Bidding Process

Annexure C - Credit Expiry and Archive Policy

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