1. DEFINITIONS
In these Terms, the following definitions apply:
(i) “Advertiser’s Information” means all information and material provided by the Advertiser to carsales from time to time including, data, text, graphics, icons, digital images and URL information;
(ii) “Animated Slide Show” means an automated video produced using carsales’ proprietary software which stitches together photos from a Listing together with sound;
(iii) “CS Video” means an Animated Slide Show, a Produced Video or a Native Video;
(iv) “Item” means an item offered (or intended to be offered) for sale in a Listing;
(v) “Listing” means any publication of the Advertiser’s Information (whether modified by carsales or not) on the carsales network;
(vi) “Native Video” means a Produced Video produced for the specific purpose of display advertisement outside a Listing on the carsales Network;
(vii) “Produced Video” means a movie produced by a carsales videographer for an Advertiser using images, voice-over, text and/or music and including any openers and closers.
(viii) “Service Term” means the period of time for which specific Services are to be provided to Subscriber under these Terms; and
(ix) “Social Media Platforms” means web based technology enabling social media services e.g. Facebook, Snapchat, Google+, Twitter, TikTok, LinkedIn, Pinterest, Instagram and Tumblr.
2. CARSALES VIDEO PRODUCTION – GENERAL
(A) The Advertiser must obtain all necessary prior consents from videographic subjects (e.g. staff or talent) for production and use of CS Videos in accordance with these Terms.
(B) The videographer will be in creative control, subject to Advertiser’s artistic direction (where offered).
(C) Advertiser is responsible for all health and safety considerations while the videographer is on site and must not ask the videographer to lift or move any props or Items for sale.
(D) The Advertiser acknowledges that the lack of availability of an Advertiser’s staff member, talent or Item at the booked appointment does not entitle the Advertiser to another visit.
(E) Cancellations must be made giving as much notice as possible and appointments will not usually be rescheduled unless the videographer can be contacted before commencing travel to the site. Subject to clause 12.1 of the Advertising Service Terms, no refunds are payable for cancelled appointments, and rescheduling for Advertiser’s convenience is at carsales’ discretion (acting reasonably).
(F) Where rescheduling can be reasonably accommodated by carsales, it is subject to the videographer’s next availability.
3. PHOTOGRAPHY AND CIL PHOTO SERVICE
(A) For the purposes of this clause 3:
(i) “CIL” means the carsales image library containing CIL Photos;
(ii) “CIL Photo” means a digital photographic image of an item which is the make and model of an Advertiser Item supplied by carsales from time to time to the Advertiser and which may include carsales edited and or augmented text and images; and
(iii) “Photo” means a digital photographic image of an Advertiser Item produced by carsales at Advertiser’s request.
(B) carsales will use reasonable endeavours to supply CIL Photos and Photos in accordance with this clause 3.
(C) Subject to clause 12.1 of the Advertising Service Terms, carsales provides no warranty or representation that a CIL Photo or Photo will be supplied in accordance with the Advertiser’s publication deadlines, schedules or editorial or photo requirements.
(D) carsales maintains editorial control in relation to production of all CIL Photos and Photos. The Advertiser agrees that it is not permitted to alter the images taken or supplied by carsales in any way, including by making any identifying enhancements.
(E) All Photos taken by carsales remain the property of carsales, including all further application of those Photos. carsales grants to the Advertiser a non exclusive, non transferable licence for the Service Term to store, use, reproduce and display CIL Photos and Photos on:
(i) the carsales Network; and
(ii) the Dealer Website. Furthermore, where the Insertion Order expressly includes a service agency (a third party that is engaged by the Advertiser to undertake marketing activities on the Advertiser’s behalf), carsales grants to the Advertiser a non exclusive, non transferable licence for the Service Term to store, use, reproduce and display Photos (but not CIL Photos) on print based media for the purposes of creating and/or publishing print advertisements of the relevant Item.
(F) All intellectual property rights in all CIL Photos and Photos and any modifications to the CIL Photos or Photos (whether authorised or not) are owned by carsales or its licensors and are to the extent necessary assigned by Advertiser. The Advertiser will do all things necessary to give effect to this clause. carsales reserves all rights in respect of a CIL Photo or Photo not expressly granted by this PSS.
(G) Subject to clause 12.1 of the Advertising Service Terms, carsales is under no obligation in relation to CIL Photos or Photos once supplied including correcting, updating or editing.
(H) The Advertiser acknowledges and agrees that:
(i) CIL Photos and Photos may be published by carsales on the carsales Network or any other website, or other online or print based media;
(ii) CIL Photos and Photos may be used by carsales for any other purpose, including for carsales’ own marketing purposes; and
(iii) carsales may determine that any Photo will be used as a CIL Photo.
(I) Unless expressly authorised in another part of this Agreement (for example, where Advertiser has an inventory feed out of Autogate to an authorised third party), CIL Photos and Photos may not be redistributed to a third party or displayed on third party websites.
(J) The Advertiser must keep all CIL Photos and Photos safe and secure and, in relation to the publication of the CIL Photo or Photo, comply with all reasonable editorial restrictions or instructions of carsales which carsales reasonably considers necessary to comply with applicable laws or regulations, or to reasonably protect the reputation and integrity of carsales, including but not limited to displaying corrections or retractions in relation to a CIL Photo or Photo previously published.
(K) The Advertiser must not: (i) copy, alter, modify, reproduce, supplement or transmit a CIL Photo or Photo except as set out in this Agreement;
(ii) remove a copyright notice (if any) from a CIL Photo or Photo; or
(iii) display or to continue to display any CIL Photo or Photo which carsales advises in writing should not be displayed.
(L) The Advertiser must notify carsales promptly if it becomes aware of unauthorised use of a Photo or CIL Photo by a third party and must co-operate reasonably if carsales wishes to investigate or take action against the third party. However, carsales will not be required to take any action against such a third party and nor will carsales be required to participate in any dispute between the Advertiser and a third party concerning unauthorised use of a Photo.
(M) The Advertiser will be provided with a nominated photography ‘visit block’ to ensure flexibility for both parties. Unless otherwise agreed in writing by the parties, there will be three windows of time which the Advertiser may be assigned, based on availability; 8.00 am – 10.00 am, 10.00 am – 12.00 pm or 12.00 pm – 2.00 pm.
(N) The carsales photographer will send confirmation emails and shoot lists the day before their visit (typically no later than 4pm) to ensure the Advertiser can be prepared with the Items required to be photographed.
(O) Advertisers who have a scheduled visit on public holidays or days of inclement weather will be re-scheduled for another time during that week (x1 visit per week). Advertisers on x2 visits per week will be given extra time on their second visit rather than a separate replacement visit.
(P) carsales shuts down yearly between Christmas and New Year. Advertisers who have scheduled visits during this period will not receive a visit and any missed visit during this period will not be “carried over” into the New Year.
(Q) If the Advertiser needs to cancel a visit, they must do so directly to the carsales photographer, providing as much notice as possible. Replacement visits arising from Advertiser’s cancellation for convenience are at carsales’ reasonable discretion and subject to photographer availability.
(R) The Advertiser may reposition an Item for photography but must not ask or allow the carsales photographer to move (or drive) any Item at the Advertiser Site, or lift any accessories (golf clubs etc.) The Advertiser is solely responsible for health and safety requirements on the Advertiser Site.
(S) The Advertiser must obtain all necessary prior consents from photographic subjects (e.g. staff or talent) for production and use of Photos in accordance with these Terms.
(T) The Advertiser acknowledges that the lack of availability of an Advertiser’s staff member, talent or Item at the booked appointment does not entitle the Advertiser to another visit.
(U) Where the Advertiser’s Items in Stock exceeds the number permitted in the relevant photography Service (where specified), the Advertiser consents to an increase in monthly Fees to the appropriate stock level. carsales will endeavour to provide the Advertiser of notice of such a Fee change in advance where reasonable.
4. CARSALES SUPPLIED VIDEO – SUPPLY AND PERMITTED SCOPE OF USE
(A) carsales will use reasonable endeavours to supply CS Videos (and where applicable links to Videos) in accordance with these Terms, but, subject to clause 12.1 of the Advertising Service Terms, provides no warranty or representation that a CS Video will be supplied in accordance with the Advertiser’s publication deadlines, schedules, editorial or video requirements.
(B) carsales has editorial control in relation to all CS Videos.
(C) Subject to clause 12.1 of the Advertising Service Terms, carsales is under no obligation to make further updates to address Advertiser’s feedback or preferences in relation to CS Videos once supplied including updating or editing.
(D) Animated Slide Shows may only be used within Listings on the carsales Network and on the Dealer Website when accessed via a Search Engine supplied by carsales.
(E) Native Videos may only be displayed on the carsales Network.
(F) Produced Videos may be used by the Advertiser on a Dealer Website, Social Media Platforms and YouTube channels (subject to Advertiser ensuring compliance with all applicable third party terms and conditions).
(G) Produced Videos may also be used in conjunction with various carsales Network services as may be made available by carsales from time to time including:
(i) Auto Response or SMS Auto Response (link to the Produced Video provided to an enquirer);
(ii) Dealer Services Centre (link to Produced Video provided on carsales Network);
(iii) email templates in AutoGate (link to Produced Video provided in email template for sending to enquirers); and
(iv) dealer display advertising campaigns (including as Native Video) and SEM Campaigns. Additional fees may apply for associated services.
(H) The Advertiser acknowledges and agrees that:
(i) All CS Videos produced by carsales may be stored by carsales;
(ii) In the case of Produced Videos, the Advertiser will be provided with a link or copy of the Produced Video for advertising purposes;
(iii) CS Videos (or a part of a CS Video) may be published by carsales on the carsales Network, or any other website, or other online or print based media in carsales’ reasonable discretion; and
(iv) carsales, acting reasonably, may determine that a CS Video (or part of a CS Video) may be used for carsales’ commercial or marketing purposes.
5. DRONE USAGE
(A) This clause 5 applies in states or territories where drone services are available. For the purposes of this clause, “Drone” means an aircraft without a human pilot aboard.
(B) carsales reserves the right to deny Drone usage based on accessibility to Drone equipment, the Advertiser being located in a restricted flight zone, or in any other circumstances where Drone usage could not be provided in accordance with all applicable laws, such as the Civil Aviation Safety Regulations. In such circumstances, carsales will act reasonably and seek to reach agreement with the Advertiser about modifying or replacing the Drone service in a manner that is compatible with all applicable laws and to the satisfaction of both parties.
6. PRODUCT OR SERVICE SPECIFIC TERMS
(A) This clause 6(A) applies to all “Video Service – Dealership Branded” product or services:
(i) Promotional video created by carsales videographers for branded marketing campaigns.
(ii) Branded to (reasonable) dealership specifications.
(iii) Package inclusions supplied to the Advertiser:
(iv) Advertiser shall be granted a non-exclusive licence to use video on dealer website, social media sites and in various carsales Network services, subject to any specific licence terms agreed by the parties in writing.
(v) Approximate 2 hour duration on agreed day and time to shoot all video footage.
(vi) Footage may include any area of the dealership including exterior shots, reception area, showroom floor, service department reception, staff, and workshop.
(vii) Subject to clause 5, drone footage may be supplied where the location is in an unrestricted flight area.
(viii) carsales will use its best endeavours to provide the first video edit to the Advertiser within three (3) business days of the shoot.
(ix) Second and third video edits may be provided to the Advertiser at a time agreed between the Advertiser and carsales.
(x) Final video files and imagery delivered to the Advertiser as a link or copy.
(B) This clause 6(B) applies to all “Video Service – Dealer Branded” product or services:
(i) Promotional new model video created by carsales videographers for branded marketing campaigns.
(ii) Fully branded to (reasonable) dealership specifications.
(iii) One (1) model to be used generically, covering all variants. Vehicle colour selection will be at the request of the Advertiser.
(iv) Package inclusions to be supplied to the Advertiser:
(v) Advertiser shall be granted a non-exclusive licence to use video on dealer website, social media sites and in various carsales Network services, subject to any specific licence terms agreed by the parties.
(vi) carsales videographer to attend the Advertiser site prior to shooting for a briefing discussion regarding the development and requirements of the video being produced.
(vii) carsales videographer to attend the Advertiser site on the agreed day and time to shoot all video footage.
(viii) Final video files and imagery to be delivered to the Advertiser as a link or copy.
(C) This clause 6(C) applies to all “Photo Service – One Time Shoot” product or services:
(i) Attendance at the Advertiser’s site on a one-time basis.
(ii) Supply of photos of the Advertiser’s current Items which have not previously been photographed (subject to time constraints set out above) and a grant of licence to use those photos (see above Terms).