Terms & Conditions

ABOUT US
Michael John Daniel ABN 77 817 172 921 is an Australian business and in these terms we refer to the business as (‘OneSkill AI’, ‘we’, ‘our’ or ‘us’). We provide a mobile application that helps bridge communication differences between difference neurotypes, known as ‘NeuroTranslator’, as described on our Website (in this agreement, it is referred to as the Application).

WHAT ARE THESE TERMS ABOUT?
These terms and conditions (Terms) govern your access to the Application and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://autistictranslator.com/terms (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

WHAT ELSE SHOULD I KNOW?
If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.
Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us (or Apple or Google via your Apple Store Account or Google Play Account (as applicable) that you want to cancel your Subscription in accordance with clause 19. Please ensure you contact us if you want to cancel your Subscription.

1 READING AND ACCEPTING THESE TERMS
(a) In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
(b) By clicking the tick box below or clicking the “I accept these Terms” button on our Application or Website, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.
(c) We may change these Terms at any time by notifying you, and your continued use of the Application following such an update will represent an agreement by you to be bound by the Terms as amended.

2 ELIGIBILITY
(a) By accepting these Terms, you represent and warrant that:
(i) you have the legal capacity and authority to enter into a binding contract with us; and
(ii) you are authorised to use the payment you provided when purchasing a Subscription.
(b) The Application is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Application. By using the Application, you represent and warrant that you are either:
(i) over the age of 18 years and accessing the Application for personal use; or
(ii) accessing the Application on behalf of someone under the age of 18 years old and consent to that person’s use of the Application.
(c) Please do not access the Application if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Application.

3 DISCLAIMER – NOT MEDICAL ADVICE
While the NeuroTranslator Application has been designed with every effort to help you bridge the communication differences between neurotypes using advanced algorithms and machine learning techniques, you acknowledge and agree that:
(a) (not medical or professional advice) any information provided to you as part of or in connection with the Application is general in nature, may not be suitable for your circumstances and does not constitute medical, financial, legal or any other kind of professional advice;
(b) (no substitute for medical assistance or treatment) the NeuroTranslator is a tool to help provide general explanations about interactions with individuals of a different neurotype. Our Application and the NeuroTranslator is not intended to diagnose, treat, cure or prevent any condition. Our Application is designed to support, not replace, the relationship between you and your medical or healthcare professional;
(c) (building a holistic profile) although the NeuroTranslator will employ advanced algorithms and machine learning techniques to endeavour to simulate connections and relationships with other people, the NeuroTranslator Application still requires clear and coherent user input to ensure effective responses; and
(d) (compliance with Laws) it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

4 DURATION OF YOUR SUBSCRIPTION
(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 19.
(b) Subject to clause 4(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
(c) This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 7 days prior to the Renewal Date.
(d) At least 7 days prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).

5 THE APPLICATION
5.1 SCOPE OF YOUR SUBSCRIPTION AND THE APPLICATION
(a) We will provide you, to the extent described in your Subscription Tier, access to the Application.
(b) Your Subscription includes the benefits and limitations of your Subscription Tier as set out in the Application, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
5.2 ACCOUNT REGISTRATION
(a) (Accounts) To use the Application, you’re required to sign-up, register and receive an account through the Application (an Account).
(b) You may also register for an Account using Apple, Google or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
(c) (Provide Information) As part of the Account registration process and as part of your continued use of the Application, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
(d) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(e) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Application and provide you with an Account.
5.3 NUMBER OF USERS AND FEATURES
(a) While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Application for the Number of Application Users. If your Subscription Tier in the Application does not specify a Number of Application Users, your licence to use the Application under this clause will be limited to one User (i.e., the Number of Application Users will be one).
(b) We may from time to time, in our absolute discretion, release enhancements to the Application, meaning an upgraded, improved, modified or new versions of the Application (Enhancements). Any Enhancements to the Application will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(c) We may change any features of the Application at any time on notice to you.

6 DATA HOSTING
We may, from time to time, store User Data you upload to the Application using a third party hosting service selected by us (Hosting Services), subject to the following terms:
(a) (hosting location) You acknowledge and agree that we may use storage servers to host the Application through cloud-based services, and potentially other locations outside Australia.
(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
(c) (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

7 ACCEPTABLE USE
(a) In using our Application, we have a few rules on the way you can use NeuroTranslator. You must, and must ensure that all Users (such as other Users as part of your Subscription), comply with these Terms at all times, including OneSkill AI’s Generative AI Use Policy: https://autistictranslator.com/genaipolicy. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
(b) You must not, and must not encourage or permit any User or any third party to, without our prior written approval:
(i) upload sensitive personal information or commercial secrets using the Application, in particular, uploading any information that goes against our Privacy Policy and Generative AI Use Policy such as providing personal information of an individual without their consent;
(ii) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Application;
(iii) use the Application for any purpose other than for the purpose for which it was designed, including you must not use the Application in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;
(iv) upload any material that is owned or copyrighted by a third party;
(v) make copies of the Application;
(vi) adapt, modify or tamper in any way with the Application;
(vii) remove or alter any copyright, trade mark or other notice on or forming part of the Application;
(viii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Application;
(ix) use the Application in a way which infringes the Intellectual Property Rights of any third party;
(x) create derivative works from or translate the Application;
(xi) publish or otherwise communicate the Application to the public, including by making it available online or sharing it with third parties;
(xii) integrate the Application with third party data or Application, or make additions or changes to the Application, (including by incorporating APIs into the Application) other than integrating in accordance with any instructions provided by us in writing;
(xiii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Application;
(xiv) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Application to any third party, other than granting a User access as permitted under these Terms;
(xv) decompile or reverse engineer the Application or any part of it, or otherwise attempt to derive its source code;
(xvi) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Application’s security;
(xvii) use the Application for any purpose other than for the purpose for which it was designed, including you must not use the Application in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
(xviii) make any automated use of the Application and you must not copy, reproduce, translate, adapt, vary or modify the Application without our express written consent;
(xix) attempt to circumvent any technological protection mechanism or other security feature of the Application; or
(xx) permit any use of the Application in addition to the Number of Application Users.
(c) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website or using the “Settings - Contact Support” button in the Application.
(d) If you are providing any personal information (in particular sensitive information), you warrant that you have the informed consent of the relevant individual, and that the personal information provided to the Application is de-identified.
(e) You agree, and you must ensure that all Users agree:
(i) to comply with each of your obligations in these Terms;
(ii) to sign up for an Account in order to use the Application;
(iii) that information given to you through the Application, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(iv) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 7.

8 YOUR CONTENT
8.1 WARRANTIES
In using the NeuroTranslator Application, you may be uploading images, content, information and materials you share with us or the public (including feedback, suggestions and enhancement requests), including by using the features of the app, sharing content via the app on social media or by contacting us, or when you register an Account (Uploaded Material), By providing or posting any information, Material or other content in connection with the Application you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
(a) you are authorised to provide the Uploaded Material;
(b) the Uploaded Material does not breach the terms of our Privacy Policy and Generative AI Use Policy;
(c) the Uploaded Material is accurate and true at the time it is provided;
(d) the Uploaded Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(e) the Uploaded Material is free from any material that may harm our reputation or that of associated or interested parties;
(f) the Uploaded Material is not “passing off” of any product or service and does not constitute unfair competition;
(g) the Uploaded Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(h) the Uploaded Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Application or any network or system; and
(i) the Uploaded Material does not breach or infringe any applicable Laws.

8.2 LICENCE
(a) You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Uploaded Material in order for us to use, exploit or otherwise enjoy the benefit of such Uploaded Material.
(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Uploaded Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.
(c) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Uploaded Material infringes any third party’s Intellectual Property Rights.

8.3 REMOVAL OF UPLOADED MATERIALS
We don’t have any obligations to screen Uploaded Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Uploaded Materials at any time without giving any explanation or justification for removing the material and/or information.

9 FEES AND PAYMENT
9.1 TRIAL PERIOD
We may from time to time offer a free trial period of the Application (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

9.2 SUBSCRIPTION FEES
(a) Your Subscription is for the tiered package as selected by you and agreed between us (Subscription Tier). The scope of each Subscription Tier is set out in the Application.
(b) You must pay subscription fees to us in the amounts specified in the Application for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).
(c) All Subscription Fees must be paid in advance and are non-refundable for change of mind.
(d) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

9.3 AUTOMATIC RECURRING BILLING
Subject to clauses 9.4 and 9.5:
(a) Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 9.
(b) While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
(c) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

9.4 GRACE PERIOD
If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 10 Business Days from the date of that renewal to cancel your Subscription by contacting us through our Website (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

9.5 CHANGES TO SUBSCRIPTION FEES
We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 9.4 will apply.

9.6 LATE PAYMENTS
We reserve the right to suspend all or part of the Application indefinitely if you fail to pay any Fees in accordance with this clause 9.

9.7 GST
Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

9.8 CARD SURCHARGES
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

9.9 ONLINE PAYMENT PARTNER
(a) We may use a third-party online payment partner (Online Payment Partner) to collect Subscription Fees such as Apple Pay and Google Pay.
(b) Provided that OneSkill AI has notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge and agree that:
(i) the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner;
(ii) you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
(iii) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
(b) You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 19 will apply.

10 INTELLECTUAL PROPERTY AND DATA
10.1 SOFTWARE CONTENT INTELLECTUAL PROPERTY
(a) (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Application (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Application Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Application Content not expressly granted to you.
(b) (Licence to you) You are granted a licence to the Application Content, for the Number of Application Users, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Application. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Application Content without prior written consent from us or as otherwise permitted by law.
10.2 USER DATA
Our Rights and Obligations
(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Application, and for our internal business purposes, including to improve the Application and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Application, our business and our other products and services.
(b) We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
(c) You are responsible for ensuring that:
(i) you share User Data only with intended recipients; and
(ii) all User Data is appropriate and not in contravention of these Terms.
(d) You:
(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

11 THIRD PARTY TERMS
(a) If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’). This includes but is not limited to OpenAI’s Terms of use.
(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Application to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Application to you and clause 19 will apply.

12 NOTICE REGARDING APPLE
If you are accessing the Application from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:
(a) this agreement is between you and OneSkill AI and not with Apple. Apple is not responsible for the Application or any content available on the Application;
(b) Apple has no obligation whatsoever to furnish any maintenance and support services for the Application;
(c) in the event of any failure of OneSkill AI to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be OneSkill AI’s responsibility;
(d) Apple is not responsible for addressing any claims by you or any third party relating to the Application, including, but not limited to:
(i) product liability claims;
(ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation;
(e) in the event of any third party claim that the Application or your use of the Application infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
(f) that you represent and warrant that:
(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and
(ii) you are not listed on any U.S. Government list of prohibited or restricted parties;
(g) you must comply with applicable third party terms of this agreement when using the Application; and
(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.

13 CONFIDENTIALITY
(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

14 MARKETING
By accepting these terms, clicking the tick box below or clicking the “I accept these Terms” below, you consent to the collection, use and disclosure (including to overseas third parties) of your personal information (but not including any sensitive information) for the purposes of direct and indirect marketing.

15 PRIVACY
(a) We collect personal information about you in the course of providing you with the Application, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://autistictranslator.com/privacypolicynt.
(b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
(c) By agreeing to these terms, you agree to our handling of personal information in accordance with our Privacy Policy.

16 COLLECTION NOTICE
(a) We collect personal information about you in order to enable you to access and use the Application (and to interact with our NeuroTranslator!), to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

17 LIABILITY
17.1 WARRANTIES AND LIMITATIONS
(a) (Warranties) We warrant that:
(i) during the Subscription Period, the Application will be provided as described to you in, and subject to, these Terms; and
(ii) to our knowledge, the use of the Application in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
(b) (Errors) We will correct any errors, bugs or defects in the Application which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
(i) result from the interaction of the Application with any other solution or computer hardware, software or services not approved in writing by us;
(ii) result from any misuse of the Application; or
(iii) result from the use of the Application by you other than in accordance with these Terms.
(c) (Service Limitations) While we will use our best endeavours to ensure the Application is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
(i) the Application may have errors or defects;
(ii) the Application may not be accessible at times;
(iii) messages sent through the Application may not be delivered promptly, or delivered at all;
(iv) information you receive or supply through the Application may not be secure or confidential; or
(v) any information provided through the Application may not be accurate or true.
(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
17.2 LIABILITY
(a) To the maximum extent permitted by law and subject to clause 16.3(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Application is limited to the total Fees paid to us by you in the 6 months preceding the date of the event giving rise to the relevant liability.
(b) Clause 16.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of third party intellectual property rights, or your breach of clause 7 and clause 8.
17.3 CONSEQUENTIAL LOSS
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:
(a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

18 UPGRADE AND DOWNGRADES
(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Application Users at any time. If you do, we will:
(i) take reasonable steps to promptly provide you with access to the new Subscription Tier or the additional Number of Application Users; and
(ii) upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period (e.g. each month).
(b) If you choose to downgrade your Subscription or Number of Application Users, access to the new Subscription Tier and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rata downgrades in between Renewal Periods, however we reserve the right to from time to time.
(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

19 CANCELLATION
19.1 CANCELLATION AT ANY TIME
Either party may cancel or terminate your Subscription for convenience by providing 5 Business Days’ notice to the other party.
19.2 CANCELLATION FOR BREACH
(a) Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
(b) A “Breach” of these Terms means:
(i) a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
(ii) the other party is given 10 Business Days to rectify the breach; and
(iii) the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.
19.3 EFFECT OF TERMINATION
Upon termination of this agreement:
(a) you will no longer have access to the Application, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
(b) unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
(c) each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

20 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

21 FORCE MAJEURE
(a) We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
(c) Subject to compliance with clause 20(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of us;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

22 NOTICES
(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.

23 GENERAL
23.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
23.2 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
23.3 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
23.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
23.5 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
23.6 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
23.7 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to $; or “dollar” is to Australian currency;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

 
DEFINITIONS

Confidential Information means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Hosting Services has the meaning given in clause 6.

Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.

Number of Application Users means the number of Users that you may make the Application available to, in accordance with your Subscription Tier.

Personnel means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Application has the meaning given in the first paragraph of these Terms.

Application Content has the meaning set out in clause 10.1(a).

Subscription has meaning given in the first paragraph of these Terms.

Subscription Fees has the meaning set out in clause 9 of these Terms.

Subscription Period means the period of your Subscription to the Application as agreed in the Application

Subscription Tier has the meaning given in the first paragraph of these Terms.

User means you and any third party end user of the Application who you make the Application available to.

User Data means any files, data, document, information or any other Materials, which is uploaded to the Application by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.

Website means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Application.