Terms and Conditions

1.1. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and aXai Pty Ltd ("aXai", "we", "us", "our") governing your access to and use of the aXai platform, including any associated websites, applications, services, and technologies (collectively, the "Platform").

1.2. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1.3. We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Platform. Your continued use of the Platform following any changes constitutes acceptance of the modified Terms.

1.4. These Terms are governed by the laws of Victoria, Australia.

2.1. "Content" means any text, images, audio, video, data, software, or other materials uploaded, submitted, or displayed on the Platform.

2.2. "Intellectual Property" means all patents, trademarks, service marks, trade names, domain names, copyrights, moral rights, design rights, database rights, trade secrets, know-how, inventions, processes, techniques, and all other intellectual property rights, whether registered or unregistered.

2.3. "Platform Technology" means all software, algorithms, code, architectures, interfaces, APIs, designs, methodologies, processes, and technologies that comprise or enable the Platform.

2.4. "User Content" means any Content that users submit, upload, or transmit through the Platform.

2.5. "aXai Content" means all Content provided by aXai, including but not limited to Platform Technology, documentation, designs, and generated outputs.

2.6. "AI-Generated Content" means any Content created, modified, or enhanced by artificial intelligence systems within the Platform.

4.1. "Confidential Information" means any non-public information disclosed by aXai, including but not limited to:

• (a) Platform Technology and source code;
• (b) Business strategies, plans, and processes;
• (c) Pricing information and financial data;
• (d) Customer and user data;
• (e) Any information marked as confidential.

4.2. You agree to:

• (a) Maintain the confidentiality of all Confidential Information;
• (b) Not disclose Confidential Information to any third party without prior written consent;
• (c) Use Confidential Information only as necessary to use the Platform;
• (d) Notify aXai immediately of any unauthorised disclosure.

4.3. These confidentiality obligations survive termination of these Terms.

5.1. You agree not to use the Platform to:

• (a) Violate any applicable laws or regulations;
• (b) Infringe any third party's Intellectual Property or other rights;
• (c) Upload malicious code, viruses, or harmful content;
• (d) Harass, abuse, or harm other users;
• (e) Spread misinformation or deceptive content;
• (f) Engage in fraudulent activities;
• (g) Circumvent security measures or access restrictions;
• (h) Interfere with the proper functioning of the Platform;
• (i) Collect user data without consent;
• (j) Use the Platform in any manner that could damage aXai's reputation.

5.2. aXai reserves the right to investigate and take appropriate action against any violations, including removing content, suspending accounts, and reporting to authorities.

6.1. Where aXai provides custom development, content or accessibility services to clients ("Client Projects"), ownership of deliverables is as set out in this section, as varied by the applicable Service Agreement or written scope.

6.2. Unless otherwise specified in a Service Agreement:

• (a) Client deliverables, meaning the code, documentation, prototypes, videos and content produced for the client under the written scope, are owned by the client on payment in full;
• (b) aXai retains ownership of its pre-existing Intellectual Property, including the Platform Technology and its tools and products (the Decision Bus, the Project Layer, the Context Scanner, aXread, Savanax and the avatar system), together with frameworks, libraries and methodologies used in Client Projects;
• (c) Where any of that pre-existing Intellectual Property is embedded in a deliverable, aXai grants the client a perpetual, non-exclusive, royalty-free licence to use it as part of that deliverable;
• (d) aXai may reuse learnings, techniques, and non-confidential elements in future projects.

6.3. Any different allocation of ownership, including an assignment of aXai's pre-existing Intellectual Property, must be agreed in writing and may be subject to additional fees.

6.4. Source code, documentation and technical assets produced for the client under the written scope are client deliverables under clause 6.2(a) and pass to the client on payment in full. Until payment in full, aXai holds them and the client has a licence to use them for evaluation.

6.5. Source code, documentation and technical assets that are part of aXai's Platform Technology or the products listed in clause 6.2(b) remain the property of aXai and are covered by the licence in clause 6.2(c) where they form part of a deliverable.

7.1. aXai collects and processes personal information in accordance with our Privacy Policy, which forms part of these Terms.

7.2. We comply with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

7.3. By using the Platform, you consent to:

• (a) The collection and processing of data as described in our Privacy Policy;
• (b) Data is stored in Australia where your written scope says so; see the Privacy Policy for processing outside Australia.

7.4. We implement appropriate technical and organisational measures to protect personal information.

8.1. The Platform may integrate with or contain links to third-party services, including:

• (a) AI providers (Google, Anthropic, OpenAI);
• (b) Cloud infrastructure (Google Cloud Platform);
• (c) Analytics and monitoring services;
• (d) Payment processors.

8.2. Your use of third-party services is subject to those services' terms and conditions.

8.3. aXai is not responsible for third-party services and makes no warranties regarding their availability, accuracy, or security.

9.1. The Platform is provided "as is" and "as available" without warranties of any kind, either express or implied.

9.2. aXai does not warrant that:

• (a) The Platform will be uninterrupted, error-free, or secure;
• (b) Results obtained from the Platform will be accurate or reliable;
• (c) AI-Generated Content will be free from errors, bias, or inaccuracies;
• (d) The Platform will meet your specific requirements.

9.3. AI-generated outputs should be reviewed by qualified professionals before reliance, particularly for legal, medical, financial, or other professional purposes.

9.4. To the maximum extent permitted by law, aXai's total liability for any claims arising from these Terms or use of the Platform shall not exceed the greater of:

• (a) The amount you paid to aXai in the twelve (12) months preceding the claim; or
• (b) One hundred Australian dollars (AUD $100).

9.5. aXai shall not be liable for:

• (a) Indirect, incidental, special, consequential, or punitive damages;
• (b) Loss of profits, revenue, data, or business opportunities;
• (c) Damages resulting from unauthorised access to your account;
• (d) Damages resulting from third-party services or content;
• (e) Damages resulting from events beyond our reasonable control.

9.6. Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

9.7. Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) which cannot be excluded, restricted, or modified by agreement.

9.8. If the Australian Consumer Law applies, our liability for breach of a consumer guarantee is limited to (at our option):

• (a) Re-supply of the services; or
• (b) Payment of the cost of having the services re-supplied.

10.1. You agree to indemnify, defend, and hold harmless aXai, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• (a) Your use of the Platform;
• (b) Your User Content;
• (c) Your violation of these Terms;
• (d) Your violation of any third party's rights;
• (e) Your violation of any applicable laws.

11.1. These Terms commence when you first access the Platform and continue until terminated.

11.2. You may terminate by ceasing all use of the Platform and closing your account.

11.3. aXai may terminate or suspend your access at any time, with or without cause, with or without notice.

11.4. Upon termination:

• (a) Your licence to use the Platform immediately ceases;
• (b) You must cease all use of the Platform and aXai Content;
• (c) aXai may delete your account and User Content;
• (d) Provisions that by their nature should survive (including Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification) shall survive.

12.1. Any dispute arising from these Terms shall be resolved as follows:

• (a) Negotiation: Parties shall first attempt to resolve disputes through good faith negotiation for a period of thirty (30) days;
• (b) Mediation: If negotiation fails, parties shall attempt mediation administered by the Australian Disputes Centre;
• (c) Litigation: If mediation fails, disputes shall be resolved in the courts of Victoria, Australia.

12.2. Nothing in this clause prevents either party from seeking urgent injunctive relief.

13.7. Notices to aXai should be sent to: legal@axai.com.au

13.8. Notices to you will be sent to the email address associated with your account.

By using the Platform, you acknowledge that:

• 16.1. You have read and understood these Terms;
• 16.2. You agree to be bound by these Terms;
• 16.3. You are at least 18 years of age or have parental/guardian consent;
• 16.4. You have the legal capacity to enter into this agreement.