PANTHA - TERMS OF USE AND END USER LICENCE AGREEMENT

Qyrotec Pty Ltd

Version: V1.0 Effective date: 27 August 2026 Last updated: 27 August 2026

Introduction

These terms of use and end user licence agreement (these Terms) are entered into between you (the User, you or your) and Qyrotec Pty Ltd ACN 696 749 505 (Qyrotec, we, our or us) and govern your access to and use of the Pantha software product and any related services we make available to you (the Service).

By installing, accessing, registering for or using the Service, you accept these Terms and agree to be bound by them. If you do not agree to these Terms you must not install, access or use the Service.

If you are accepting these Terms on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity, and references to "you" include both you personally and that entity. The provisions specific to enterprise or business customers are flagged in these Terms.

1. About the Service

1.1 What Pantha Is

Pantha is a desktop artificial intelligence software application that:

    (i) allows you to interact with third-party large language models and other artificial intelligence models that you select;

    (ii) can autonomously call tools, plugins and integrations on your behalf (including making API calls and other actions external to the application);

    (iii) can execute code in a sandboxed environment on your local computer; and

    (iv) may include any other functionality we add to the Service from time to time.

1.2 Pantha as a Conduit and Toolset

(a) Pantha acts as a conduit and toolset that connects you to third-party large language models and other tools that you select, and that carries out your instructions through those models and tools.

(b) Qyrotec does not author, control, review, vet or endorse:

    (i) your prompts, instructions or other inputs;

    (ii) your choice of LLM Provider or model; or

    (iii) any code, output, action or other result generated or suggested by an LLM Provider, or produced through any tool or integration.

(c) You are solely responsible for your inputs, for your selection of any model, tool or integration, and for any use you make of any output or Agent Action.

1.3 Service Description Subject to Change

Pantha is an evolving product. We may add, remove, change or discontinue features of the Service at any time at our discretion. We will use reasonable efforts to notify you of material changes in advance where practicable.

2. Accounts and Access

2.1 Account Creation

To use the Service you must create an account. You must provide accurate, current and complete registration information and keep it up to date.

2.2 Account Security

You are responsible for all activity that occurs under your account. You must:

    (i) keep your account credentials secure and confidential;

    (ii) not share your account with any other person;

    (iii) immediately notify us of any unauthorised access to, or use of, your account; and

    (iv) be solely responsible for any damage or loss resulting from your failure to keep your account secure.

2.3 Eligibility

You may use the Service only if you are at least 18 years old. If you are using the Service on behalf of a business or other entity, you must also have authority to bind that entity. By using the Service you represent and warrant that you meet these eligibility requirements.

3. Licence

3.1 Grant of Licence

Subject to your compliance with these Terms and payment of all applicable Fees, we grant you a personal, limited, revocable, non-exclusive, non-transferable and non-sub-licensable licence to install and use the Service:

    (i) for your internal personal or business use (depending on your Plan);

    (ii) on the number of devices permitted by your Plan; and

    (iii) for the duration of your subscription.

3.2 Restrictions on Use

You must not, and must not permit any other person to:

    (i) use the Service in any way other than as permitted by these Terms;

    (ii) copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works of the Service or any part of it (except to the extent these restrictions are prohibited by applicable law);

    (iii) attempt to derive the source code of the Service;

    (iv) remove, alter or obscure any proprietary notice, label or mark on the Service;

    (v) circumvent or attempt to circumvent any technological protection measure, rate limit, throttle, sandbox or other security mechanism of the Service;

    (vi) sell, resell, sub-licence, hire, lease, lend, distribute or otherwise transfer the Service or your account to any third party;

    (vii) use the Service to send, store, generate or facilitate any content that is illegal, defamatory, harassing, sexually explicit involving minors, infringing of any third party rights, or designed to cause harm;

    (viii) use the Service in any manner that competes with Qyrotec or to develop a competing product; or

    (ix) use the Service in or for any application requiring fail-safe performance or where errors could have life-threatening, safety-critical or catastrophic consequences, including medical diagnosis or treatment decisions, aviation, life-support systems, nuclear facility operation, weapons systems, autonomous vehicle control, operation of critical infrastructure (including SCADA systems), or any other use where failure of the Service could cause death, personal injury, or substantial property or environmental damage.

3.3 Prohibited Uses

Without limiting clause 3.2, you must not use the Service, and must not permit or enable any other person or any Agent Action to use the Service, to:

    (i) develop, generate, distribute, deploy or operate malware, ransomware, spyware or other malicious code;

    (ii) engage in phishing, credential theft or social engineering, or gain or attempt to gain unauthorised access to any system, account, network, device or data;

    (iii) conduct or facilitate denial-of-service attacks, or otherwise disrupt, degrade, overload or attack any network, server, system or infrastructure;

    (iv) conduct unlawful surveillance, tracking, profiling or monitoring of any person;

    (v) create, generate or distribute deepfakes or other synthetic, altered or manipulated media intended to deceive, defraud, impersonate or mislead, or to spread disinformation;

    (vi) engage in or facilitate fraud, scams or any other deceptive or misleading conduct;

    (vii) design, develop, produce or acquire weapons, explosives, or chemical, biological, radiological or nuclear materials, or provide instructions or guidance to do so;

    (viii) generate, store, solicit or distribute child sexual abuse material, or any content that sexually exploits, abuses or endangers a minor;

    (ix) infringe the Intellectual Property Rights, privacy rights or other rights of any person; or

    (x) engage in any other unlawful activity, or any activity designed or reasonably likely to cause harm.

3.4 Authorised Sources and Updates

(a) You must only download, install and update the Service from sources authorised by us (such as our official website or an application distribution channel that we nominate). We are not responsible for any copy of the Service obtained from any other source, which may be tampered with, incomplete, outdated or unsafe.

(b) We may make updates, upgrades and patches available from time to time. Updates are not installed automatically; you are responsible for keeping the Service up to date by installing updates when they are made available. We recommend that you install updates promptly, as they may contain important security, safety or functionality fixes, and we are not responsible for issues arising from your failure to do so.

3.5 Minimum Supported Version

(a) We may specify a minimum supported version of the Service from time to time. Where you are not running a supported version, the Service may (in whole or in part) refuse to connect to our systems, cease to function, or operate with reduced functionality until you update it.

(b) We do not guarantee the continued operation, support, security or availability of any superseded or unsupported version of the Service.

4. Fees, Plans and Credits

4.1 How charging works (overview)

The Service is made available on a subscription basis and is metered using Credits. In summary: you may be given a complimentary starting allocation of Credits to trial the Service; you then subscribe to a Plan; and certain features of the Service consume Credits when used. You may also purchase additional Credits. The way Plans and Credits operate is described in Schedule 1 (Plans, Credits and Billing), and the current prices, Credit allocations and consumption rates are published on our website. This clause 4 and Schedule 1 are to be read together.

4.2 Plans and prices

We offer one or more subscription Plans, each with its own price, Credit allocation, features and limits, as set out on our website or as otherwise notified to you at the time you subscribe. We may add, change, rename or withdraw Plans from time to time. Plan Fees are payable in advance for each billing cycle. Unless you cancel before the end of the current billing cycle, your subscription renews automatically for a further billing cycle of the same length, and you authorise us to charge the then-current Plan Fee to your nominated payment method for each renewal. You may cancel at any time as described in clause 14.1, and cancellation takes effect at the end of the current billing cycle.

4.3 Credits and consumption

(a) Credits are the unit we use to meter your use of features that call an artificial intelligence model or an external third-party service on your behalf (for example, generating chat responses, transcribing audio, performing web searches or other tool calls) (each a Chargeable Operation).

(b) When you perform a Chargeable Operation, Credits are deducted from your available Credit balance in advance, at the time the operation is performed, at the prevailing consumption rate published on our Rate Page. Deducting Credits is a metering mechanism applied to a balance you have already acquired; it is not a separate Fee.

(c) Features that run locally on your device and do not call an artificial intelligence model or external service (including local code execution) do not consume Credits.

(d) The number of Chargeable Operations that a given Credit balance will allow is not fixed and may change at any time (including after you have acquired Credits), because consumption rates track the costs charged to us by third-party providers, which are outside our control. We may vary consumption rates without advance notice and will publish the prevailing rates on our Rate Page. The monetary value at which Credits are allocated or sold is also published on our website, so that the effective cost of usage can be determined. Before each Chargeable Operation, you can review the prevailing consumption rate for the relevant model or service on the Rate Page. If you consider the consumption rate applicable to a particular model unacceptable, you may stop using that model at any time. While we may vary consumption rates without advance notice to reflect movements in the third-party costs charged to us, we will notify you of any change to the basis on which consumption rates are set, as distinct from changes arising solely from movements in those underlying third-party costs.

4.4 Buying additional Credits

Once you are on a paid Plan, you may purchase additional Credits, and may enable an automatic top-up ("auto-recharge") facility, as described in Schedule 1. Additional Credits are charged at the time of purchase.

4.5 Payment, prepayment and depletion

All amounts payable for Plans and Credits (together, the Fees) are payable in advance using your nominated payment method, and you authorise us to charge that method for Fees as they fall due. If your available Credit balance is exhausted, features that rely on Chargeable Operations will be unavailable until you renew, upgrade or purchase further Credits. If we are unable to collect a payment, or where reasonably necessary to protect the Service, we may suspend or limit your access until the position is resolved.

4.6 Refunds

Fees (including amounts paid for Credits) are non-refundable, and Credits have no cash value and are not redeemable for money, except where a refund or remedy is required by applicable law (including the Australian Consumer Law) or is expressly provided in these Terms or Schedule 1.

4.7 GST and taxes

Fees are stated exclusive of GST and other applicable taxes unless we say otherwise. We will calculate and add any GST or other taxes that apply at the time a Fee is collected (that is, when you purchase a subscription or Credits), based on your location and our applicable tax obligations. Because Credit consumption is the use of a prepaid balance on which any applicable tax has already been accounted for, deducting Credits is not a separate taxable event. You are responsible for all taxes other than our income taxes.

4.8 Changes to Fees

We may change our Fees (that is, the price of Plans and Credits) from time to time. We will give you at least 30 days' notice of any increase in the Fees that applies to your current subscription, and if you do not accept the increase you may terminate before it takes effect. For clarity, changes to consumption rates under clause 4.3 are not changes to Fees and do not trigger this notice period, as they track third-party costs and are published on the Rate Page.

4.9 Changes to Schedule 1

We may update Schedule 1 to reflect changes to how Plans, Credits and billing operate. We will give you reasonable notice of any change that materially and adversely affects your existing rights, and will publish the current version through the Service or on our website.

5. AI-Generated Outputs

5.1 Nature of AI Outputs

The Service produces outputs generated by artificial intelligence models (Outputs). You acknowledge and agree that:

    (i) Outputs are generated by statistical models and may be inaccurate, incomplete, biased, misleading, harmful or offensive;

    (ii) Outputs do not represent the views of Qyrotec or any AI model provider, and Qyrotec does not author, generate, review, vet or endorse any Output;

    (iii) Outputs are not legal, medical, financial, accounting, tax or other professional advice, and must not be relied upon as such;

    (iv) the same input may produce different Outputs each time; and

    (v) we make no guarantee or warranty as to the accuracy, completeness, suitability or reliability of any Output.

5.2 Ownership of Outputs

As between you and Qyrotec, to the extent permitted by law and subject to your compliance with these Terms, we assign to you any rights we may have in any Outputs generated for you. You are responsible for any use you make of Outputs and for ensuring that your use complies with applicable laws and the terms of any third-party AI model provider.

5.3 Verification of Outputs

You must independently verify and evaluate any Output before relying on it for any purpose. You must not represent any Output as having been produced by a human, where this would be misleading or deceptive.

5.4 No Liability for Output Use

To the maximum extent permitted by law, we have no liability for any decision you make, action you take, or outcome you experience based on any Output.

6. Autonomous Tool Calling and Agent Functions

6.1 How Tool Calling Works

The Service may, based on your prompts and configured permissions, autonomously call third-party or Qyrotec developed tools, APIs, websites and integrations to take actions on your behalf (Agent Actions). Examples include searching the web, reading and writing files, executing code on your device, sending requests to third-party services, and executing operations against your accounts on other platforms.

6.2 Your Authorisation

By configuring or enabling any tool, integration or permission within the Service, you expressly authorise the Service to perform Agent Actions on your behalf within the scope of those permissions. You acknowledge that:

    (i) Agent Actions are performed automatically by an AI model that may take steps you did not specifically anticipate;

    (ii) Agent Actions may have real-world consequences, including financial consequences, contractual consequences and consequences for your data and accounts;

    (iii) you remain solely responsible for the consequences of any Agent Action performed under your account; and

    (iv) you must carefully review and limit the scope of any tools, integrations and permissions you enable.

6.3 Tool Provider Terms

Use of any third-party tool, API, website or integration through the Service is subject to the terms of that third-party provider. You are responsible for complying with all applicable third-party terms.

6.4 User Controls

The Service provides configurable user controls, including a sandboxed access-control mechanism (with preset or user-defined configurations) that limits the files, directories and network destinations that Agent Actions may access, and that may apply other current or future operating-system or kernel-level restrictions (including restrictions on mouse and keyboard control), and an optional human-in-the-loop approval mode requiring your express approval before specified Agent Actions are performed. You are responsible for selecting and configuring these controls in a manner appropriate to your intended use of the Service and to the risks of the operations you authorise. Default configurations may not be appropriate for all use cases.

6.5 Disabling Tools

You may disable, restrict or remove any tool, integration or permission at any time through the Service's settings. We may also restrict or remove any tool, integration or permission for security, legal or operational reasons.

7. Local Code Execution

7.1 Sandboxed Execution

The Service can execute code on your local computer in a sandboxed environment with preset or user-defined configurations. You acknowledge that:

    (i) code executed by the Service may attempt operations on your computer or data, and the sandbox is intended to restrict (but cannot guarantee the absolute prevention of) unintended actions;

    (ii) code execution carries inherent risks, including risks of data loss, data corruption, security exposure and unintended changes to your system;

    (iii) we do not guarantee that any code generated, suggested or executed by the Service is correct, safe, secure or fit for any particular purpose; and

    (iv) you should not execute code in the Service against systems, data or accounts for which the consequences of unintended actions would be material.

7.2 Your Responsibility for Code

You are solely responsible for:

    (i) reviewing code before execution where the consequences would be material;

    (ii) maintaining appropriate backups of your data;

    (iii) running the Service in an environment with appropriate security controls; and

    (iv) complying with all applicable laws and third-party terms in respect of any code you execute through the Service.

8. Your Data and Content

8.1 Definition

In these Terms, Your Content means any data, content, prompts, files, instructions and other materials that you provide, upload or generate through the Service.

8.2 Your Ownership

As between you and Qyrotec, you own all rights in Your Content. Nothing in these Terms transfers ownership of Your Content to us.

Where the Service is used within an Organisation, Your Content that is created, submitted or generated within that Organisation is owned and controlled, as between Qyrotec and the users of the Organisation, by the individual or legal entity that owns or controls the Organisation account (the Organisation Customer). The Organisation Customer grants the licence in clause 8.3 in respect of that Content. If you use the Service as a member of an Organisation, you acknowledge that the Organisation Customer owns that Content, and that the Organisation Customer and the Organisation's owner and administrators may access, use, manage and delete it and may view your activity and usage within the Organisation, and you represent and warrant that you are authorised by the Organisation Customer to submit and use that Content within the Organisation. Nothing in this clause gives Qyrotec ownership of Your Content.

8.3 Licence to Us

You grant us a non-exclusive, royalty-free, worldwide licence to host, store, transmit, display, process and otherwise use Your Content to the extent reasonably necessary to provide the Service, to comply with legal obligations and to enforce our rights under these Terms.

8.4 Transmission to AI Model Providers and What Is Sent

(a) To generate Outputs and perform Agent Actions, the Service transmits data and Your Content associated with your active chat to the third-party AI model provider you select (each an LLM Provider). The data and Your Content transmitted may include, as applicable:

    (i) system prompts, including basic device information such as your operating system, device architecture and the current date;

    (ii) the messages you send in the active chat;

    (iii) prior assistant responses in the active chat;

    (iv) tool results, including code-execution outputs, package-installation logs and web-search results;

    (v) the definitions of tools available to the model;

    (vi) an account or security identifier, which many LLM Providers require to be sent with each request for security and abuse-prevention purposes; and

    (vii) automated housekeeping data, such as corrected tool calls and injected system messages.

You should assume that any of Your Content within an active chat may be transmitted to the LLM Provider.

(b) We do not intentionally include your email address, your payment information or your precise location in the prompt payload sent to the LLM Provider.

(c) LLM Providers and other third parties may nonetheless process network-level metadata (such as IP addresses) as part of receiving and responding to requests. This is outside our control.

(d) We provide the API access keys used to communicate with the LLM Providers, and we meter that usage and deduct Credits in accordance with clause 4.

(e) Depending on the provider and feature involved, an LLM Provider or other third party may handle information on our behalf so that we can operate the Service, or may handle it independently under its own terms of service and privacy policy. Where a provider handles Personal Information on our behalf, we remain responsible for meeting our applicable obligations under the Privacy Act 1988 (Cth), and that provider handles the information under its applicable terms (which may include data-protection terms). Where a provider handles information independently, its own terms of service and privacy policy govern that handling, which we do not control. Further information is set out in our Privacy Policy.

8.5 Your Warranties

You warrant that:

    (i) you have all rights necessary to provide Your Content to the Service and to have us process Your Content in accordance with these Terms;

    (ii) Your Content does not infringe the Intellectual Property Rights, privacy rights or other rights of any third party;

    (iii) Your Content does not contain any malware, viruses or other harmful code; and

    (iv) you have obtained all necessary consents from any individual whose Personal Information is included in Your Content.

8.6 No Training, No Advertising, No Sale

Despite the licence granted to us under clause 8.3, we will not:

    (i) use Your Content or Outputs to train, fine-tune or otherwise develop or improve our own machine-learning models or artificial intelligence algorithms;

    (ii) use Your Content or your Personal Information for marketing, advertising, behavioural targeting or any form of advertising personalisation, except that this does not prevent us from sending you our own communications about our products, services and updates, which you may opt out of at any time using the unsubscribe mechanism in those communications;

    (iii) sell Your Content or your Personal Information; or

    (iv) transmit Your Content to third-party analytics platforms, other than standard web analytics tools used on our public-facing website pages.

This clause 8.6 applies to our handling of Your Content, Outputs and Personal Information. Where a third-party provider handles that information on our behalf, it does so under its applicable terms (which may include data-protection terms), and we take reasonable steps to ensure it handles the information appropriately. Where a third-party AI model provider, tool provider or other third party handles content transmitted to it at your direction, that handling is governed by the provider's own terms and privacy policy and is not controlled by this clause.

8.7 Cloud Storage and Deletion on Request

(a) You acknowledge that Your Content (including chat history, prompts, attachments, tool inputs and outputs, and Outputs) is stored on cloud servers operated by us or our hosting providers to enable cross-session and cross-device access to the Service.

(b) On receipt of a verified request from you, we will delete Your Content and your Personal Information from our active systems within 30 days, except to the extent we are required or entitled to retain it for the purposes and periods described in clause 11 of our Privacy Policy (including records retained by law, and our operational defence record). Backup copies will be overwritten in the ordinary course of our backup rotation cycle.

(c) Where a third party handles Personal Information on our behalf, we will take reasonable steps available to us under applicable law and the provider's applicable terms to request that the provider delete or return that information. Where Your Content has been transmitted at your direction to a provider that handles it independently, we may not be able to delete that content from the provider's systems, and its retention and deletion are governed by the provider's own privacy policy and terms.

8.8 Telemetry

The Service may collect telemetry data for the purposes of reliability monitoring, security, fraud and abuse prevention, error diagnosis, performance measurement and product improvement (including understanding how features are used so that we can improve the Service). Where we collect essential telemetry (such as crash diagnostics, performance metrics, error rates and security indicators), it may be enabled by default and cannot be disabled within the Service. Telemetry may include a persistent identifier used to associate related events for the purposes described above. Telemetry is based on your use of, and interactions with, the Service, and is not designed to collect the content of your prompts, although limited content associated with an error (such as partial technical logs) may be included in crash or diagnostic records where reasonably necessary to identify or resolve that error. Telemetry does not include advertising identifiers, session replay or screen capture data. We do not use telemetry for behavioural advertising or to track you across other websites or services.

9. Third Party AI Models and Services

The Service relies on third-party AI models, APIs and services to generate Outputs. We do not provide or control those third-party models, APIs and services. We are not responsible for any failure, error, outage, change, or change in pricing or availability of any third-party AI model or service. Third-party terms of service, privacy policies and acceptable use policies may apply to your use of those services through the Service, particularly where the provider handles information independently under its own terms. Where a provider handles Personal Information on our behalf, that handling is also governed by the provider's applicable terms and applicable data-protection law. If you activate the voice transcription feature, audio captured from your microphone will be transmitted to a third-party transcription provider selected by us, and only the resulting transcript (not the raw audio) will be retained by us as part of Your Content.

10. Intellectual Property

10.1 Our IP

All Intellectual Property Rights in the Service (other than Your Content and Outputs assigned to you under these Terms) are owned by Qyrotec or its licensors. These Terms do not grant you any rights in the Service other than the limited licence to use the Service set out in clause 3.

10.2 Feedback

If you provide us with any suggestions, feedback or ideas regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose, including incorporating it into the Service, without any obligation to compensate or attribute you.

10.3 Open Source Software Components

(a) The Service includes, bundles or otherwise makes use of third-party open source software components, and may bundle local runtimes (such as Python and JavaScript) and automatically install dependencies into those runtimes (together, the Open Source Components).

(b) Each Open Source Component is licensed to you under its own open source licence terms, and not under the licence in clause 3. A notices file identifying the Open Source Components and their respective licences is made available with the Service or on our website (the OSS Notices).

(c) To the extent of any conflict or inconsistency between these Terms and the licence terms applicable to an Open Source Component, the licence terms for that Open Source Component prevail in respect of that component. Nothing in these Terms (including the restrictions in clauses 3.2 and 3.3) is intended to limit, and does not limit, any right that is granted to you under an applicable open source licence.

11. Privacy

Our collection, use and disclosure of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms and our Privacy Policy (including on installation or when you create an account) and by using the Service, you acknowledge that you have read our Privacy Policy and, to the extent your consent is required under the Privacy Act 1988 (Cth), you consent to the collection, use and disclosure of your Personal Information (including the overseas disclosures described in the Privacy Policy) in the manner described in the Privacy Policy.

12. Warranties and Disclaimers

12.1 Limited Warranty

We warrant that we will provide the Service with due care and skill.

12.2 Exclusion of Warranties

Subject to the Consumer Guarantees, to the maximum extent permitted by law, we make no other warranties or representations in relation to the Service, including any warranty:

    (i) that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components;

    (ii) that the Service or Outputs will be accurate, complete, reliable, current or suitable for any particular purpose;

    (iii) that the Service will operate with any specific hardware or software;

    (iv) of merchantability, fitness for a particular purpose, title or non-infringement; or

    (v) that any defect in the Service will be corrected.

12.3 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that you may have under the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded (Consumer Guarantees). Where any Consumer Guarantee applies and cannot be excluded, our liability for failure to comply with that Consumer Guarantee is limited (at our option and to the maximum extent permitted by law) to: re-supplying the Service; or paying the cost of having the Service re-supplied.

12.4 Support, Maintenance and Availability

(a) We may make support available through the channels published on our website or within the Service, and will provide support and maintenance (if any) on a reasonable-efforts basis.

(b) Subject to the Consumer Guarantees, and to the maximum extent permitted by law, the Service is provided without any service level agreement, uptime guarantee or warranty of availability. We do not warrant or guarantee any particular service level, response time, availability or uptime, and we may modify, suspend or discontinue support at any time.

13. Liability

13.1 Limitation of Liability

To the maximum extent permitted by law and subject to clause 12.3, our total aggregate liability to you in connection with the Service or these Terms (whether in contract, tort, statute, equity or otherwise) is limited to the greater of: (a) the total amount of Fees paid by you to us in the 12 months immediately preceding the event giving rise to the liability; and (b) $100 (AUD).

13.2 Exclusion of Indirect Loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, special, incidental, consequential or punitive loss or damage, or for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data or loss of use, however arising, in connection with the Service or these Terms.

13.3 Indemnity

You indemnify us, our Personnel and our Related Entities against all loss, damage, liability, cost and expense (including reasonable legal costs) suffered or incurred by any of them to the extent that it arises out of or in connection with:

    (i) your breach of these Terms, or your misuse or unlawful use of the Service (including through any Agent Action, or any code executed through the Service, under your account);

    (ii) Your Content (including any breach of clause 8.5);

    (iii) your breach of any third-party terms (including the terms of any AI model provider or tool provider); and

    (iv) any fraud or wilful default by you.

This indemnity does not apply to any loss, damage, liability, cost or expense to the extent that it is caused by our breach of these Terms or our negligence.

14. Suspension and Termination

14.1 Termination by You

You may terminate these Terms at any time by cancelling your subscription and ceasing to use the Service. Cancellation will take effect at the end of your current billing cycle. We will not refund any Fees paid in advance for that billing cycle except where required by law.

14.2 Termination by Us

We may suspend or terminate your access to the Service (or any part of it) at any time:

    (i) if you breach these Terms, provided that where the breach is capable of remedy, we will give you reasonable written notice and a reasonable opportunity to remedy it before suspending or terminating on this ground, and where the breach is incapable of remedy we may suspend or terminate immediately;

    (ii) if we reasonably consider your use of the Service poses a security, legal, regulatory or reputational risk;

    (iii) for non-payment of Fees; or

    (iv) by giving you 30 days' written notice (without cause), in which case we will refund any prepaid Fees for the unused portion of your subscription, and refund the amount attributable to any unexpired and unconsumed on-demand Credits then held in your Organisation's on-demand Credit balance under our transaction and billing records, excluding any complimentary, promotional or bonus Credits.

14.3 Effect of Termination

On termination of these Terms:

    (i) your licence to use the Service immediately ceases;

    (ii) you must immediately stop using the Service and uninstall it from all devices;

    (iii) we may delete Your Content held in our systems after a reasonable period, subject to clause 11 of our Privacy Policy; and

    (iv) the clauses that by their nature are intended to survive termination (including clauses 5, 8, 10, 12, 13 and 16) will survive.

15. Enterprise Customers

If you have entered into a separate Enterprise Subscription Agreement with us, that agreement will prevail over these Terms (including any Schedule) to the extent of any inconsistency. Where you are accepting these Terms as an authorised representative of a business customer on a paid plan, you and the business customer are jointly and severally bound by these Terms.

16. General

16.1 Dispute Resolution

(a) Before commencing any court proceedings in relation to a dispute arising out of or in connection with these Terms, a party must first give written notice of the dispute to the other party and the parties must attempt in good faith to resolve the dispute through informal negotiation for a period of at least 30 days after that notice.

(b) Nothing in this clause 16.1 prevents a party from seeking urgent injunctive or interlocutory relief, or prevents you from pursuing any right or remedy before a court, tribunal or other forum that cannot be excluded under the Australian Consumer Law or any other applicable consumer protection law.

16.2 Governing Law and Jurisdiction

These Terms are governed by the law applying in Western Australia, Australia. You and we submit to the exclusive jurisdiction of the courts of Western Australia, Australia in respect of any dispute arising out of or in connection with these Terms. Nothing in this clause requires you to bring proceedings in a forum that would deprive you of the protection of any consumer law of your place of residence that cannot lawfully be excluded.

16.3 Notices

We may give you notices through the Service, by email to the address associated with your account, or by posting a notice on our website. You must give us notice to the email address set out on our website or such other address as we notify you from time to time.

16.4 Assignment

You may not assign, novate or otherwise transfer any of your rights or obligations under these Terms without our prior written consent. We may assign, novate or otherwise transfer our rights or obligations under these Terms at any time without your consent, including in connection with a merger, acquisition or sale of our business.

16.5 Export Controls and Sanctions

You must comply with all applicable export control, trade and economic sanctions laws (including the laws of Australia, the United States, the United Kingdom and the European Union) in connection with your access to and use of the Service. You must not access, download, install or use the Service if you are located in, or are a national or ordinary resident of, any country or territory subject to comprehensive trade sanctions by any of those jurisdictions, or if you are on any list of restricted, sanctioned or denied parties maintained by any government or international authority.

16.6 Responsible Vulnerability Disclosure

If you discover a security vulnerability in the Service, please report it to us at the security contact address published on our website (or by email to us if no specific security contact is published), rather than publicly disclosing it. We will work in good faith with researchers acting in accordance with this clause, and we will not pursue legal action against a researcher whose good-faith research does not access, modify, exfiltrate or disclose any user data beyond what is reasonably necessary to identify and demonstrate the vulnerability.

16.7 Force Majeure

Neither party is liable for any failure or delay in performance under these Terms (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of governmental authorities, strikes, pandemics, network or infrastructure failures, and third-party AI model or service outages.

16.8 Waiver and Severance

A failure by either party to enforce any provision of these Terms is not a waiver of that provision. If any provision of these Terms is or becomes unenforceable, that provision is severed and the remainder of the Terms continues in full force.

16.9 Entire Agreement

These Terms (together with any Enterprise Subscription Agreement and our Privacy Policy) constitute the entire agreement between you and us in relation to the Service and supersede any prior agreement, understanding or representation.

16.10 Changes to these Terms

We may amend these Terms from time to time. We will give you reasonable notice of any material change, including by posting the updated Terms on our website, or by notifying you through the Service or by email, and by updating the version and effective date of these Terms. Unless we state otherwise, a change takes effect from its stated effective date and applies to your use of the Service on and from that date. If a material change adversely affects you and you do not agree to it, you may terminate these Terms under clause 14.1 before the change takes effect, and your continued use of the Service on or after the effective date of the change constitutes your acceptance of the amended Terms. This clause does not apply to changes to the Fees (see clause 4.8), to Schedule 1 (see clause 4.9) or to consumption rates (see clause 4.3), or to changes to our Privacy Policy or Cookie Policy, which are dealt with in those documents.

16.11 Relationship of the Parties

The parties are independent of each other. Nothing in these Terms creates any partnership, joint venture, employment or fiduciary relationship between you and us. Except for the authority you expressly grant under clause 6 for the Service to perform Agent Actions on your behalf, neither party is the agent of the other, and neither party has authority to bind the other or to incur any obligation on the other's behalf.

16.12 Third-Party Rights

These Terms do not confer any rights on any person who is not a party to them, except that our Personnel and our Related Entities may enforce, and are entitled to the benefit of, the exclusions and limitations of liability in clause 13 and the indemnity in clause 13.3 as if each of them were a party to these Terms. No consent from any of our Personnel or Related Entities is required to amend, rescind or terminate these Terms.

16.13 Definitions

In these Terms:

16.14 Interpretation

In these Terms, unless the context requires otherwise:

(a) headings and the table of contents are for convenience only and do not affect the interpretation of these Terms;

(b) the words "include", "includes" and "including" are not words of limitation and do not limit the meaning of the words to which they relate;

(c) the singular includes the plural and vice versa, and a reference to one gender includes each other gender;

(d) a reference to a person includes an individual, a body corporate, a partnership, a trust and any other entity;

(e) a reference to a clause or Schedule is a reference to a clause of, or Schedule to, these Terms, and a reference to these Terms includes any Schedule;

(f) a reference to a statute or a provision of a statute includes any amendment, consolidation or replacement of it and any subordinate legislation made under it;

(g) a reference to "$", "A$" or "dollars" is a reference to Australian dollars; and

(h) a reference to "writing" or "written" includes email and any other durable electronic communication.

Schedule 1 - Plans, Credits and Billing

This Schedule describes how Plans, Credits and billing operate. It is intended to explain the mechanism; specific prices, Credit allocations, consumption rates, limits and thresholds are published on our website and may be updated from time to time in accordance with clauses 4.8 and 4.9.

1. Accounts and organisations

1.1 When you create an account, we create an Organisation for you and make you its owner with full administrative rights. Your Organisation is the entity to which Plans, Credits, billing and your data are attached.

1.2 An owner may invite other people to join the Organisation as members. A person may belong to more than one Organisation and selects the Organisation they are acting within at any time.

1.3 All Credits are held in shared pools at the Organisation level. Activity by the owner and by any member is attributed to, and consumes Credits from, the same Organisation pools. Owners and administrators may be able to see members' activity and usage within the Organisation.

1.4 A member who exhausts the Organisation's Credits will be prompted to contact the Organisation owner to obtain further Credits.

2. Free trial allocation

2.1 New Organisations may be given a complimentary allocation of Credits to trial the Service. The amount of any such allocation is at our discretion and is published or notified at the time. The trial allocation lets you use the Service's features until those Credits are exhausted.

2.2 When the trial allocation is exhausted, you will be prompted to subscribe to a Plan to continue using features that rely on Chargeable Operations.

3. Plans (subscriptions)

3.1 Each paid Plan is a recurring subscription that is charged in advance for each billing cycle and provides a Plan Credit allocation for that cycle (which may include bonus Credits).

3.2 Plan Credits are held in your Organisation's plan Credit pool. Unless we state otherwise, the plan Credit pool is reset at the start of each billing cycle and unused Plan Credits do not carry over.

3.3 You may upgrade, downgrade, renew or cancel your Plan as described through the Service. Changes take effect as notified at the time (generally from the next billing cycle).

4. Additional Credits ("on-demand")

4.1 While on a paid Plan, you may purchase additional Credits ("on-demand Credits") at the published Credit value, subject to any minimum purchase amount. On-demand Credits are charged at the time of purchase.

4.2 On-demand Credits are added to your Organisation's on-demand Credit balance.

4.3 Expiry: on-demand Credits expire twelve (12) months after the date they are purchased, to the extent not already consumed.

5. Automatic top-up ("auto-recharge")

5.1 If you save a payment method, you may optionally enable auto-recharge. With auto-recharge enabled, you configure a threshold balance and a top-up target, and you may set an optional monthly auto-recharge limit.

5.2 When your on-demand Credit balance falls to or below the threshold, we will attempt to charge your saved payment method for the amount needed to restore your balance to the top-up target, subject to any monthly limit you have set, and add the resulting Credits to your on-demand Credit balance.

5.3 You may change or disable auto-recharge at any time through the Service. You authorise these recurring charges until you do so.

6. Order in which Credits are consumed

6.1 When a Chargeable Operation is performed, Credits are deducted first from your Organisation's plan Credit pool, and then, once that pool is exhausted, from your Organisation's on-demand Credit balance.

6.2 When all available Credits are exhausted, features that rely on Chargeable Operations will be unavailable until you renew or upgrade your Plan, or purchase further Credits.

7. Prices, rates and taxes

7.1 The current Plan prices, Credit value, consumption rates, minimum purchase amounts and any limits are published on our website and may change as described in clauses 4.3, 4.8 and 4.9.

7.2 Applicable GST and other taxes are calculated and added at the time a Plan or Credits are purchased, in accordance with clause 4.7.