Terms & Conditions

TERMS AND CONDITIONS OF SERVICE

Last Updated: March 20, 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO ACCEPT THESE TERMS AND CONDITIONS.

1. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:

• "Agreement" means these Terms and Conditions, together with any Service Agreement, Order Form, Statement of Work, or other document incorporating these Terms and Conditions by reference;
• "Australian AI Company", "Company", "we", "us", or "our" means Australian AI Company Pty Ltd (ABN 67 677 136 604), a company registered in Australia with its principal place of business at Sydney, New South Wales, Australia;
• "Client", "User", "you", or "your" means the individual, company, or legal entity that has agreed to these Terms and Conditions and is receiving or using the Services;
• "Content" means any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials;
• "Intellectual Property Rights" means all intellectual property rights including patents, trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights (whether registered or unregistered) and all applications and rights to apply for registration of any of the above;
• "Personal Information" has the meaning given to that term in the Privacy Act 1988 (Cth);
• "Services" means all artificial intelligence solutions, software, applications, platforms, consulting services, and other products or services provided by Australian AI Company to the Client;
• "Service Agreement" means any specific agreement between Australian AI Company and the Client for the provision of Services;
• "Website" means the Australian AI Company website located at www.auai.company and all associated websites and platforms.

2. ACCEPTANCE OF TERMS

2.1 By accessing or using our Services means your acceptance of these Terms and Conditions, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

2.2 If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms and Conditions. If you do not have such authority, or if you do not agree with these Terms and Conditions, you must not accept these Terms and Conditions and may not use the Services.

2.3 We reserve the right to modify these Terms and Conditions at any time. Any changes will be effective immediately upon posting on our Website. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms and Conditions.

3. SERVICE PROVISION AND LICENSING

3.1 Subject to these Terms and Conditions and any applicable Service Agreement, Australian AI Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes.

3.2 Unless explicitly stated otherwise in a Service Agreement, you shall not:

• Copy, modify, or create derivative works based on the Services or any part thereof;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party;
• Use the Services for any purpose that is illegal, harmful, or otherwise prohibited by these Terms and Conditions;
• Use the Services to store or transmit any viruses, malware, or other malicious code;
• Interfere with or disrupt the integrity or performance of the Services.

3.3 Australian AI Company reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time with or without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.

4. CLIENT OBLIGATIONS

4.1 You agree to:

• Provide accurate, current, and complete information when registering for or using the Services;
• Maintain the security and confidentiality of your login credentials and restrict access to your account;
• Notify Australian AI Company immediately of any unauthorized access to or use of your account;
• Comply with all applicable laws and regulations in connection with your use of the Services;
• Use the Services only for lawful purposes and in accordance with these Terms and Conditions.

4.2 You are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available via the Services. You represent and warrant that you have all rights, licenses, consents, and permissions necessary to use and to authorize Australian AI Company to use any Content in connection with the Services.

5. FEES AND PAYMENT

5.1 You agree to pay all fees specified in your Service Agreement. Unless otherwise specified, all fees are quoted in Australian Dollars (AUD) and are exclusive of applicable taxes.

5.2 Payment terms will be as specified in your Service Agreement. If no payment terms are specified, payment is due within thirty (30) days of invoice date.

5.3 If you fail to make any payment when due, without limiting our other rights and remedies:

• We may charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less;
• We may suspend or terminate your access to the Services;
• You shall be responsible for all costs incurred by us in collecting such amounts, including without limitation legal costs on a solicitor and own client basis.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Australian AI Company and its licensors own all right, title, and interest, including all Intellectual Property Rights, in and to the Services and any related documentation, technology, code, know-how, logos, templates, and other client materials made available by Australian AI Company (collectively, the "Australian AI Company Materials").

6.2 Nothing in these Terms and Conditions or any Service Agreement shall be construed as granting you any right, title, or interest in or to the Australian AI Company Materials other than the limited license expressly set forth herein.

6.3 You retain all right, title, and interest in and to any Content that you upload, post, email, transmit, or otherwise make available via the Services. By submitting Content to Australian AI Company, you grant Australian AI Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such Content in connection with providing the Services to you.

6.4 Unless otherwise specified in a Service Agreement, any custom AI solutions, models, or software developed specifically for you will be governed by the terms outlined in your specific Service Agreement.

7. DATA USAGE AND PRIVACY

7.1 Australian AI Company will collect and process Personal Information in accordance with our Privacy Policy and applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

7.2 By using the Services, you consent to the collection, use, storage, and disclosure of your Personal Information as described in our Privacy Policy.

7.3 You acknowledge and agree that Australian AI Company may use anonymized and aggregated data derived from your use of the Services for the purposes of improving our Services, developing new products and features, and for other business purposes. If you do not consent to the use of your data for these purposes, please contact us to discuss alternative arrangements or service limitations.

7.4 You represent and warrant that you have obtained all necessary consents and provided all necessary notices to individuals whose Personal Information you provide to us in connection with the Services.

8. CONFIDENTIALITY

8.1 Each party may disclose to the other certain Confidential Information. "Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Each party agrees:

• To maintain the confidentiality of the other party's Confidential Information and to protect it with at least the same degree of care that it uses to protect its own Confidential Information, but in no event less than reasonable care;
• Not to use any Confidential Information of the other party for any purpose outside the scope of these Terms and Conditions or any Service Agreement;
• To limit access to the Confidential Information of the other party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and Conditions or any Service Agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

8.3 The obligations in this section shall survive termination of these Terms and Conditions or any Service Agreement for a period of five (5) years.

9. LIMITATIONS OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AUSTRALIAN AI COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES;
• ANY CONTENT OBTAINED FROM THE SERVICES; AND
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT AUSTRALIAN AI COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AUSTRALIAN AI COMPANY'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS OR ANY SERVICE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF:

• THE AMOUNT PAID, IF ANY, BY YOU TO AUSTRALIAN AI COMPANY IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY; OR
• ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100).

9.3 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AUSTRALIAN AI COMPANY AND YOU.

9.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. DISCLAIMERS AND WARRANTIES

10.1 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AUSTRALIAN AI COMPANY AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER AUSTRALIAN AI COMPANY NOR ITS SUPPLIERS AND LICENSORS MAKES ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

10.2 YOU UNDERSTAND THAT AUSTRALIAN AI COMPANY USES THIRD-PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO RUN THE SERVICES.

10.3 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

10.4 NOTHING IN THESE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT AUSTRALIAN AI COMPANY'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

11. INDEMNIFICATION

11.1 You agree to defend, indemnify, and hold harmless Australian AI Company, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from:

• Your use of and access to the Services;
• Your violation of any term of these Terms and Conditions;
• Your violation of any third-party right, including without limitation any Intellectual Property Right or privacy right;
• Any claim that your Content caused damage to a third party;
• Any breach of your representations and warranties set forth in these Terms and Conditions.

11.2 This defense and indemnification obligation will survive these Terms and Conditions and your use of the Services.

12. TERM AND TERMINATION

12.1 These Terms and Conditions shall remain in full force and effect while you use the Services or maintain an account with us.

12.2 Australian AI Company may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms and Conditions.

12.3 Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services or contact us to request account deletion.

12.4 All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions.

13.2 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Sydney, New South Wales, Australia, in accordance with the arbitration rules of the Australian Centre for International Commercial Arbitration (ACICA).

13.3 The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

13.4 Notwithstanding the foregoing, Australian AI Company may seek injunctive or other equitable relief to protect its Intellectual Property Rights or Confidential Information in any court of competent jurisdiction.

14. GENERAL PROVISIONS

14.1 Entire Agreement. These Terms and Conditions, together with any Service Agreement, constitute the entire agreement between you and Australian AI Company regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

14.2 Waiver. No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right.

14.3 Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.

14.4 Assignment. You may not assign any of your rights or obligations under these Terms and Conditions without the prior written consent of Australian AI Company. Australian AI Company may assign its rights and obligations under these Terms and Conditions without your consent.

14.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms and Conditions for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.

14.6 Notices. All notices under these Terms and Conditions shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt requested.

14.7 Relationship of the Parties. Nothing in these Terms and Conditions shall be construed as creating a partnership, joint venture, employment, or agency relationship between you and Australian AI Company.

15. ELECTRONIC SIGNATURE AND ACCEPTANCE

15.1 You acknowledge and agree that by clicking on the "I Agree" button, completing the registration process, or using the Services, you are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms and Conditions.

15.2 The parties agree that any electronically signed document shall be deemed (i) to be "written" or "in writing," (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.