Terms & Conditions

1. Engagement and Term

1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2 If you are under the age of 18, you have obtained the consent of your parents or guardian or supervision of a responsible adult to use our Platform.

1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing Email to us.

2. Our Services

2.1 We provide the following services to you:

(a) access to our Platform; and

(b) access to our troubleshooting support (Support Services), (collectively, our Services).

2.2 If you require Support Services, you may request these by getting in touch with us through our Platform.

2.3 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

2.4 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

3. Account

3.1 You must sign up for an Account in order to access and use our Services and Platform.

3.2 Under a Teams Plan, you may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account or on our Platform.

3.3 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

3.4 If you have not used your Account for an extended period of time (12 months or more of inactivity), we may close and permanently delete your Account. You acknowledge and agree that this means you will lose any Content you generated. We will notify you via the email address you provided when creating your Account prior to deleting your Account.

4. Platform Licence

4.1 While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

4.2 You must not (and you must ensure that your Authorised Users do not):

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;

(d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted, including but not limited to:

i. using the Platform to transmit or publish any harassing, indecent, obscene, fraudulent, unlawful, or harmful material;

ii. using the Platform to send unauthorised advertising, spam, or solicitation or to harvest, collect, or gather user data without the user’s express consent;

iii. generating content that includes impersonations of any real person or falsely portrays an individual in a misleading or defamatory way;

iv. generating content that includes depictions of sexual abuse, sexual violence, explicit pornography, or any form of non-consensual acts;

v. generating content that includes depictions of child nudity, child pornography, or any form of child exploitation;

vi. generating content that includes depictions of acts that involve non-consent, sexual or otherwise;

vii. generating content that includes depictions of animal cruelty or harm to animals, including acts of violence or torture;

viii. generating content that includes explicit depictions of gore or extreme violence;

ix. generating content that promotes or incites hatred, violence, discrimination, or harm based on race, ethnicity, religion, gender, sexual orientation, or any other protected characteristic;

x. generating content that intentionally endangers or threatens the safety, security, or well-being of any individual or group, or

xi. otherwise generating content that, in our sole discretion, is deemed unsuitable, obscene, offensive, or contrary to community standards and user expectations.

5. Availability, Disruption and Downtime

5.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

5.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

5.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

6. Disclaimer regarding Generative AI and Large Language Models

6.1 Our Platform utilises generative AI and large language model technologies, which can produce content that may appear highly realistic or convincing, including text, images, audio, and video outputs (collectively, Generated Content). You acknowledge and agree that Generated Content may include deep fakes, misinformation, biases, or other potentially misleading or inaccurate information. You are solely responsible for evaluating and verifying the accuracy, reliability and legality of any Generated Content before relying on or using it for any purpose.

6.2 Subject to your Consumer Law Rights, the Generated Content is provided “as is” without warranties of any kind, either expressed or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title or non-infringement. We disclaim all liability for any errors, omissions, or inaccuracies in the Generated Content, any infringement on third party rights (including Intellectual Property Rights) and any damages or losses that may arise from your use or reliance on such content.

7. Ownership of Inputs & Outputs

7.1 You may be permitted to submit text, documents, images, videos or other inputs to our Service (Inputs) and receive output generated and returned by the Services based on the Inputs (Outputs). Inputs and Outputs are collectively referred to as Content.

7.2 You are responsible for all Inputs you submit to our Services. By submitting Inputs to our Service, you represent, warrant and agree that you have all rights, licenses and permissions necessary for us to use and process the Inputs and to generate Outputs. You retain ownership of any Inputs.

7.3 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence to use any Private Content solely for the purpose of performing of our obligations or exercising our rights under these Terms. We will not use, retain, analyse, or process your Inputs for any other purpose, including training AI models, developing new offerings, or for any commercial purpose, without your express written consent.

7.4 You grant us a non-exclusive, irrevocable, perpetual, royalty-free, worldwide and transferable right and licence to use, reproduce, modify, copy, process, adapt, publish, transmit, create derivative works of, publicly display and distribute any Public Content for providing, maintaining, promoting and improving the Services, including training AI models, developing new offerings, or for any commercial purpose.

7.5 If you (if you are an individual) or any of your personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that your personnel) consent to our use or infringement of those Moral Rights.

8. Ownership of Services, Platform and Data

8.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property, including Our Materials. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform. Nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials.

8.2 Notwithstanding anything else in these Terms, we will own all Intellectual Property Rights in any developments, modifications, enhancements or improvements to the Platform or Our Materials (Platform Developments). To the extent that any Platform Developments do not automatically vest in us by operation of law, you hereby assign all Intellectual Property Rights in such Platform Developments to us and agree to do all other things necessary to assure our title in such rights.

8.3 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

8.4 When you use our Services, we may create anonymised statistical data from your usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make your data or identity identifiable.

9. Confidential Information and Personal Information

9.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

9.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

9.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

9.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

9.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

9.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

10. Consumer Law Rights

10.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

11. Liability

11.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any use of our Services by a person or entity other than you or your Authorised Users.

11.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again;

12. Suspension and Termination

12.1 We may suspend your access to our Services where:

(a) we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform);

(b) you have transmitted or inputted to our Platform any Inputs that may be offensive, or any material in violation of any law; or

12.2 If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter within 14 days, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

13. General

13.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

13.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

13.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

13.4 Governing law: These Terms are governed by Local Laws, and any matter relating to these Terms is to be determined exclusively by Local Court and any courts entitled to hear appeals from those courts.

13.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

13.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

13.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

13.8 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

14. Definitions

14.1 In these Terms:

（a）Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.

（b）Authorised User means a user that you have invited to use the Platform through your Account.

（c）Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

（c） Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

（e） Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

（f） Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property.

（g） Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.