SAAS TERMS AND CONDITIONS + END USER LICENCE AGREEMENT

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 section at the end of these Terms.

By creating an account, clicking “I accept”, ticking an acceptance box, purchasing a Subscription, accessing the Platform, or otherwise accepting the benefit of any part of the Platform, you agree to be bound by these Terms.

If you access or use the Platform on behalf of a company, business, partnership, trust, organisation or other entity, you represent and warrant that you are authorised to accept these Terms on behalf of that entity. In that case, “you” and “your” refer to that entity, and you personally warrant that you have authority to bind that entity.

If you do not agree to these Terms, you must not access or use the Platform.

We may update these Terms from time to time by giving you notice or publishing the updated version on our Website. Your continued access to or use of the Platform after the updated Terms take effect will constitute your acceptance of the updated Terms.

If an update materially affects your rights or obligations, we will take reasonable steps to notify you before the update takes effect, unless the update is required sooner for legal, security, technical or operational reasons.

By accepting these Terms, creating an account, purchasing a Subscription, accessing the Platform or using the Platform, you represent and warrant that:

you have the legal capacity and authority to enter into a binding contract with us;

you are authorised to use the payment method provided in connection with the Subscription;

if you are accessing or using the Platform on behalf of an organisation, you are authorised to bind that organisation to these Terms;

the organisation you represent holds all licences, authorisations, registrations, approvals and insurances required to use the Platform for its intended purpose;

you and your Users will only use the Platform for legitimate insurance, broking, underwriting, claims, risk management, administrative or related professional purposes;

you and your Users will comply with all laws, regulations, licence conditions, industry codes and professional obligations that apply to your use of the Platform; and

all information you provide to us during onboarding, account registration and Subscription management is accurate, complete and not misleading.

The Platform is intended for business and professional use only. It is not intended for personal, domestic or household use.

The Platform may be used by insurance brokers, underwriters, insurers, claims handlers, authorised representatives, administrators and other insurance-sector personnel approved by you, provided that you remain responsible for their access to and use of the Platform.

If a User is not personally licensed, authorised or qualified to perform a relevant insurance, broking, underwriting, claims or professional function, you are responsible for ensuring that the User is appropriately supervised and only uses the Platform within the scope of their role.

You must not access or use the Platform if:

you are under 18 years old;

you have previously been suspended or prohibited from using the Platform;

you are not authorised to use the Platform on behalf of the relevant organisation;

you or the organisation you represent do not hold the licences, authorisations, approvals or insurances required for your intended use of the Platform;

you intend to use the Platform for personal, domestic or household use; or

you are a competitor or are accessing the Platform to copy, benchmark, scrape, reverse engineer or otherwise misuse the Platform.

We may accept, reject, suspend or terminate any account or Subscription if we reasonably consider that you or any User do not satisfy these eligibility requirements or have breached this clause.

Your Subscription and these Terms commence when you first agree to these Terms, create an account, purchase a Subscription, or access the Platform, whichever occurs first.

Your Subscription will continue for the Subscription Period selected by you and accepted by us, unless cancelled or terminated earlier in accordance with these Terms.

Unless your Subscription is cancelled before the end of the then-current Subscription Period, your Subscription will automatically renew for successive Subscription Periods of the same length.

For monthly Subscriptions, cancellation will take effect at the end of the then-current monthly Subscription Period.

For annual Subscriptions, cancellation will take effect at the end of the then-current annual Subscription Period.

You will continue to have access to the Platform until the end of the paid Subscription Period unless your access is suspended or terminated earlier in accordance with these Terms.

Subscription Fees are payable in advance and, subject to any rights you may have under applicable law, are not refundable for unused portions of a Subscription Period, including where you cancel an annual Subscription before the end of the annual Subscription Period.

We will take reasonable steps to give you notice before your Subscription renews where required by applicable law, or where we make material changes to the Subscription Fees or these Terms that will apply to the renewed Subscription.

We will provide you with access to the Platform, Documentation and any related services included in your Subscription.

Your Subscription includes the benefits, features, seat limits, usage limits, fair use thresholds, rate limits, support inclusions and other limitations set out on our Website, in your order form, in Schedule 2, or as otherwise communicated to you when you subscribe.

The Platform is an AI-powered software platform designed to support insurance, underwriting, broking, claims, risk management, administrative and related professional workflows.

The Platform may assist with tasks including:

policy analysis, review and comparison;

policy schedule processing;

claims document processing;

form-based data processing;

renewal and client workflow management;

CRM-style workflow support;

web research;

document compilation;

drafting correspondence and other work product;

spreadsheet preparation;

calculations;

summaries;

insurance-specific AI workflows; and

other functions made available through the Platform from time to time.

We may change, update, add to, remove, suspend or discontinue any feature or function of the Platform from time to time, provided that we will take reasonable steps to notify you if a change materially reduces the core functionality of your paid Subscription.

To use the Platform, you may be required to sign up, register and receive an account through the Website or another process we approve.

As part of the account registration process and your continued use of the Platform, you may be required to provide information including:

your name;

your email address;

your phone number;

your job title;

your employer or organisation details;

billing details;

account administrator details;

user details;

licence, authorisation or professional status information;

authentication information;

account preferences; and

any other information reasonably required by us to create, administer, verify or support your account or Subscription.

You warrant that all information you provide to us during account registration, onboarding and your continued use of the Platform is accurate, complete, current and not misleading.

We may accept or reject any account registration in our discretion, including where we cannot verify your identity, authority, eligibility, payment details, professional status or intended use of the Platform.

You are responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account, except to the extent caused by our breach of these Terms.

You must notify us promptly if you become aware of any unauthorised access to or use of your account.

If you purchase or manage a Subscription for an organisation, you must appoint at least one account administrator.

The account administrator is responsible for:

managing the Subscription;

adding, removing and managing Users;

allocating seats;

ensuring Users comply with these Terms and any applicable EULA or Acceptable Use Policy;

ensuring Users only access the Platform for the authorised purpose;

maintaining accurate account and billing information; and

notifying us if any User should no longer have access to the Platform.

Each seat is for one authorised User only. You must not share login details, allow multiple people to use one seat, or permit access in excess of the number of seats included in your Subscription.

You are responsible for all acts and omissions of your Users in connection with the Platform.

The Platform is a copilot tool only. It is designed to support professional users, not replace professional judgement.

You acknowledge and agree that the Platform and any outputs generated through the Platform:

are general, assistive and draft in nature;

may be inaccurate, incomplete, outdated, misleading, unsuitable or affected by AI hallucinations;

do not constitute insurance advice, financial advice, legal advice, underwriting decisions, claims decisions, regulatory compliance determinations or any other professional advice;

must be reviewed, verified and adapted by an appropriately qualified person before being used, sent, published, relied on or provided to any third party; and

must not be used as the sole basis for any advice, recommendation, communication, decision, claim assessment, underwriting assessment, regulatory position or client outcome.

You remain solely responsible for:

your professional judgement;

your client communications;

your advice, recommendations, decisions and work product;

your compliance with applicable laws, regulations, licence conditions, industry codes and professional obligations;

verifying all outputs against authoritative sources; and

ensuring that any use of the Platform is appropriate for your circumstances and the circumstances of your clients.

While your Subscription is current, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform and Documentation for the number of authorised seats included in your Subscription.

You may only use the Platform:

for your internal business and professional purposes;

for legitimate insurance, underwriting, broking, claims, risk management, administrative or related professional workflows;

in accordance with these Terms, the Documentation and any usage limits or restrictions that apply to your Subscription; and

in accordance with all applicable laws, regulations, licence conditions, industry codes and professional obligations.

If your Subscription does not specify a number of seats, your Subscription is limited to one authorised User.

You must not sub-licence, resell, share, commercialise or otherwise make the Platform available to any person except authorised Users under your Subscription.

We may from time to time release updates, upgrades, improvements, modifications, patches, new versions, new features, beta features or other changes to the Platform.

Changes and enhancements may cause downtime, delays, errors, incompatibilities or changes to the way the Platform operates.

We do not guarantee that any particular feature or function will remain available indefinitely.

Unless required by applicable law or expressly agreed with you in writing, you will not be entitled to any refund, credit or compensation because of downtime, delays, feature changes, feature removals or changes to the way the Platform operates.

We will provide reasonable email and phone support for technical issues with the Platform during our usual business support hours.

Unless otherwise agreed in writing:

we will take reasonable steps to respond to support requests, but we do not guarantee any particular response time or resolution time;

you must first take reasonable steps to investigate and resolve issues internally;

we are not required to provide support for issues caused by your systems, your internet connection, your devices, your Users, third-party services, unauthorised use, misuse, unsupported configurations or matters outside our reasonable control;

you are responsible for internal account administration, User management, password management, access permissions and assisting your Users to access and use the Platform; and

you will not have any claim against us for delay, interruption or inability to access the Platform due to any failure or delay in Support Services, except to the extent caused by our breach of these Terms.

We may store, host, back up, process and transmit Customer Material using third-party hosting providers, cloud infrastructure providers, AI service providers, backup providers, security providers and other subprocessors selected by us.

We will take reasonable steps to select and use reputable providers appropriate for the nature of the Platform and the Customer Material processed through it.

Unless otherwise stated in our Data Processing Addendum, Data Handling Schedule or other written notice:

Customer Material for Australian and New Zealand operations may be hosted in Australia, including through AWS infrastructure in Sydney and backups in Melbourne;

Customer Material for United Kingdom operations may be hosted in the United Kingdom, including through AWS infrastructure in the United Kingdom;

Customer Material for United States operations may be hosted or processed in the locations set out in our Data Processing Addendum, Data Handling Schedule or other written notice, including where reasonably required for support, security, AI processing, analytics, administration, legal compliance or operation of the Platform;

Customer Material may be accessed or processed from other locations where required for support, security, AI processing, analytics, administration, legal compliance or the operation of the Platform; and

we may update our hosting arrangements and subprocessors from time to time.

You acknowledge that the Platform depends on third-party hosting providers, cloud infrastructure providers, AI service providers and other subprocessors, and that we do not control every aspect of those third-party services.

We will take reasonable steps to protect Customer Material against misuse, interference, loss, unauthorised access, unauthorised modification and unauthorised disclosure, as further described in the Data Handling Schedule.

We do not guarantee that the Platform, hosting services, backups or Customer Material will be free from errors, defects, interruptions, cyber incidents, unauthorised access, malware, ransomware, viruses, data loss or other security risks.

You are responsible for ensuring that you have all rights, notices, consents, authorisations and lawful bases required to upload, disclose and process Customer Material through the Platform, including any personal information, sensitive information, health information, claims information or other confidential information.

We will take reasonable steps designed to ensure that Customer Material from one customer is not made available to another customer through the Platform.

We may back up Customer Material in accordance with our usual backup, disaster recovery and retention practices and the Data Handling Schedule. Backups may not be immediately available, complete, error-free or suitable for every recovery purpose.

Further details about our data handling, subprocessors, international transfers, security measures, data retention practices and AI processing may be set out in our Privacy Policy, Data Processing Addendum or Data Handling Schedule.

provide us with all documentation, information and assistance reasonably required by us to provide the Platform and related services;

provide us with accurate, complete and current account, billing, onboarding and User information;

ensure that you and your Users comply with these Terms, any applicable EULA or Acceptable Use Policy, and all usage limits and restrictions that apply to your Subscription;

ensure that you and your Users only use the Platform for legitimate insurance, broking, underwriting, claims, risk management, administrative or related professional purposes;

ensure that you and your Users comply with all laws, regulations, licence conditions, industry codes, professional obligations and internal policies that apply to your use of the Platform; and

promptly notify us if you become aware of any unauthorised access, misuse, security issue, breach of these Terms, or improper use of your account or Subscription.

You warrant that all information, documents, prompts, data, content, materials and other inputs you or your Users provide, upload, submit, connect or make available through the Platform are accurate, complete, current, lawful and not misleading.

You warrant that you have all rights, licences, permissions, notices, consents, authorisations and lawful bases required to provide, upload, disclose, connect and process Customer Material through the Platform.

You are responsible for Customer Material, including any personal information, sensitive information, health information, claims information, commercial information, financial information, confidential information or third-party material included in Customer Material.

You acknowledge and agree that we are not responsible for any loss, damage, claim, liability or expense arising from or in connection with Customer Material being inaccurate, incomplete, outdated, unlawful, unauthorised, misleading, infringing, confidential, sensitive, or provided without the required rights, notices, consents, authorisations or lawful bases.

You are responsible for all acts and omissions of your Users in connection with the Platform.

You must ensure that your Users:

comply with these Terms and any applicable EULA or Acceptable Use Policy;

use the Platform only for the authorised purpose;

do not share login details or allow any other person to use their account;

only access Customer Material they are authorised to access;

review, verify and adapt all outputs before using, sending, publishing, relying on or providing them to any third party;

comply with all applicable laws, regulations, licence conditions, industry codes and professional obligations; and

promptly notify you or us of any suspected unauthorised access, misuse, security incident or breach of these Terms.

use the Platform for any personal, domestic or household purpose;

use the Platform for any purpose outside legitimate insurance, broking, underwriting, claims, risk management, administrative or related professional workflows;

use the Platform to provide insurance advice, financial advice, legal advice, claims decisions, underwriting decisions or regulatory compliance determinations without appropriate professional review and responsibility;

rely on outputs without independently reviewing, verifying and adapting them;

send, publish or provide outputs to any client, insured, claimant, regulator or third party without appropriate professional review;

submit Customer Material that you are not authorised to submit;

submit personal information, sensitive information, health information, claims information, confidential information or third-party material without all required rights, notices, consents, authorisations and lawful bases;

submit any prohibited data identified in the Data Handling Schedule or otherwise notified to you;

submit authentication credentials, payment card data, government financial identifiers, biometric identifiers used for identification, healthcare identifiers or any other data we notify you is prohibited;

use the Platform to upload, transmit, generate or distribute material that is unlawful, misleading, deceptive, discriminatory, defamatory, harassing, threatening, abusive, obscene, offensive, harmful, malicious, fraudulent or otherwise inappropriate;

use the Platform to infringe any Intellectual Property Rights, privacy rights, confidentiality obligations or other rights of any person;

use the Platform to spam, harass, impersonate, mislead, stalk, threaten, surveil or unlawfully profile any person;

use the Platform to make automated decisions about any person that produce legal or similarly significant effects without appropriate human review by a qualified professional;

copy, reproduce, translate, adapt, modify, alter, tamper with, decompile, disassemble, reverse engineer or attempt to derive the source code, model logic, prompts, system instructions, security features or underlying technology of the Platform;

scrape, crawl, benchmark, test, monitor or use the Platform to develop, train, improve or support a competing product or service;

make automated, excessive, abusive or programmatic use of the Platform other than as expressly permitted by us in writing;

share, resell, sub-licence, transfer, commercialise, publish or otherwise make the Platform or Documentation available to any person other than authorised Users under your Subscription;

remove, obscure or alter any copyright, trade mark, proprietary rights or other notices on the Platform or Documentation;

circumvent, disable or interfere with any security, access control, usage limit, seat limit, rate limit or technological protection measure;

introduce viruses, malware, ransomware, malicious code, harmful code or other security threats into the Platform;

interfere with, disrupt or place unreasonable load on the Platform or our systems;

access or use another customer’s data, account, workspace or environment;

permit use of the Platform in excess of the number of seats included in your Subscription; or

allow any person who has been suspended, terminated or refused access by us to access or use the Platform.

You acknowledge that the Platform may be used to process sensitive insurance-related information, including health information, medical information, injury information, workers compensation information, claims information, commercial information and financial information, as further described in the Data Handling Schedule.

You must only submit sensitive information where:

it is reasonably necessary for your legitimate use of the Platform;

you have all required rights, notices, consents, authorisations and lawful bases to submit and process that information through the Platform;

the information is not prohibited data under the Data Handling Schedule; and

you comply with any additional controls, conditions or restrictions in the Data Handling Schedule.

You must not submit prohibited data to the Platform, including any data identified in the Data Handling Schedule or otherwise notified to you.

If you become aware that prohibited data has been submitted to the Platform, you must notify us promptly and take reasonable steps to remove or remediate that data.

You must promptly notify us if you become aware of:

any unauthorised access to or use of your account, Subscription, Customer Material or the Platform;

any sharing of login details or use of a seat by more than one person;

any use of the Platform in excess of your Subscription;

any submission of prohibited data;

any actual or suspected security incident involving the Platform; or

any breach of these Terms by you or your Users.

We may suspend, restrict or terminate your access, any User’s access, or your Subscription if we reasonably consider that you or any User has breached this clause or that suspension is required to protect the Platform, Customer Material, other customers, third parties or our business.

You must pay the Subscription Fees in the amounts specified on the Website, in your order form, during checkout, in Schedule 2, or as otherwise agreed with us in writing.

Subscription Fees are payable in advance.

Unless otherwise agreed in writing, Subscription Fees are payable on a monthly or annual basis, depending on the Subscription Period selected by you and accepted by us.

You are responsible for ensuring that your payment details are accurate, current and authorised for use.

By purchasing a Subscription, you authorise us and our payment provider to charge your nominated payment method for the Subscription Fees and any other amounts payable in connection with your Subscription.

Your Subscription will automatically renew at the end of each Subscription Period unless it is cancelled or terminated in accordance with these Terms.

For monthly Subscriptions, your nominated payment method will be charged at the start of each monthly Subscription Period.

For annual Subscriptions, your nominated payment method will be charged at the start of each annual Subscription Period.

You are responsible for all recurring charges incurred before your Subscription is cancelled or terminated.

You may cancel your Subscription in accordance with the cancellation process made available through the Platform, the Website, your account settings, or another process we approve.

Cancellation of a monthly Subscription will take effect at the end of the then-current monthly Subscription Period.

Cancellation of an annual Subscription will take effect at the end of the then-current annual Subscription Period.

Subject to any rights you may have under applicable law, we do not provide refunds or credits for:

change of mind;

partial months;

unused seats;

unused features;

unused usage;

unused portions of an annual Subscription;

failure to use the Platform; or

cancellation before the end of a Subscription Period.

Nothing in these Terms excludes, restricts or modifies any right or remedy you may have under applicable law that cannot be excluded, restricted or modified by agreement.

We may change the Subscription Fees from time to time.

If a change to the Subscription Fees will apply to your existing Subscription, we will take reasonable steps to notify you before the change takes effect.

If you do not agree to the changed Subscription Fees, you may cancel your Subscription before the changed Subscription Fees take effect.

If you continue to use the Platform after the changed Subscription Fees take effect, you will be taken to have accepted the changed Subscription Fees.

If any payment is not successfully processed, is reversed, is charged back, or remains unpaid when due, we may:

notify you and ask you to update your payment details;

retry the payment using your nominated payment method;

suspend or restrict access to all or part of the Platform;

remove or reduce access to paid features;

recover from you any reasonable costs we incur because of the failed, reversed, charged back or late payment; and

terminate your Subscription if the amount remains unpaid after we have given you a reasonable opportunity to remedy the non-payment.

You remain responsible for all amounts incurred before suspension, restriction, cancellation or termination of your Subscription.

Unless otherwise stated, Subscription Fees are exclusive of GST and any other applicable taxes.

If GST or another tax is payable in relation to a taxable supply made by us, you must pay that additional amount at the same time as the relevant Subscription Fees, subject to us providing a tax invoice where required.

We may use a third-party payment provider to process payments.

You acknowledge and agree that payment processing may be subject to the third-party payment provider’s terms, conditions, fees, policies and privacy practices.

We are not responsible for the acts, omissions, outages, errors, security incidents or payment processing failures of any third-party payment provider, except to the extent caused by our breach of these Terms.

We may correct, or instruct our payment provider to correct, any errors or mistakes in payment processing.

We own or license all Intellectual Property Rights in the Platform, Documentation, Website, software, source code, object code, models, workflows, interfaces, designs, templates, prompts, system instructions, configurations, databases, algorithms, know-how, trade marks, branding and other materials made available by us through or in connection with the Platform.

Except for the limited licence expressly granted to you under these Terms, nothing in these Terms transfers to you any Intellectual Property Rights in the Platform, Documentation or our materials.

You must not copy, reproduce, modify, adapt, translate, publish, communicate, distribute, commercialise, reverse engineer, decompile, disassemble, extract, scrape or otherwise use our Intellectual Property Rights except as expressly permitted by these Terms or applicable law.

While your Subscription is current, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform and Documentation for your internal business and professional purposes, for the number of authorised seats included in your Subscription, and in accordance with these Terms.

This licence does not allow you to:

sub-licence, resell, share, transfer, commercialise or make the Platform available to any person other than authorised Users;

use the Platform to develop, train, improve or support a competing product or service;

extract or attempt to extract prompts, system instructions, model logic, workflows, source code, object code, datasets or confidential platform logic;

remove, obscure or alter any proprietary rights notices; or

use the Platform in a way that exceeds your Subscription, seat limits or authorised purpose.

You retain ownership of Intellectual Property Rights in Customer Material.

You grant us and our Personnel a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, process, analyse, display, use and otherwise handle Customer Material to the extent reasonably required to:

provide, operate, secure, maintain and support the Platform;

process prompts, inputs, files and other materials submitted through the Platform;

generate, store and display outputs;

manage your account and Subscription;

troubleshoot, audit and improve Platform performance and functionality;

comply with law and enforce these Terms; and

perform any other function you authorise through your use of the Platform.

We will not use Customer Material to train, fine-tune or improve AI or machine-learning models, unless you have expressly agreed otherwise in writing.

We will not use Customer Material for marketing, resale or unrelated commercial exploitation.

We may use aggregated or de-identified data derived from use of the Platform for analytics, security, benchmarking, product development and business improvement, provided that the data does not identify you, your Users, your clients or any other individual.

Further details about how AI functionality processes Customer Material, outputs, usage data, customer-specific memory and aggregated or de-identified data may be set out in the Data Handling Schedule.

The Platform may create or retain customer-specific, account-specific or user-specific context, memory, preferences, settings, prompts, outputs or usage history to support your use of the Platform.

Any customer-specific memory will be used only for the relevant customer, account or User environment and must not be made available to other customers.

You acknowledge that deleting or disabling memory, context or usage history may affect the functionality, accuracy, continuity or usefulness of the Platform.

Customer-specific memory, context, prompts, outputs and usage history may be retained, deleted, de-identified or handled in accordance with the Data Handling Schedule.

Subject to our ownership of the Platform and our underlying Intellectual Property Rights, you may use outputs generated by the Platform for your internal business and professional purposes.

You are responsible for reviewing, verifying, adapting and approving all outputs before using, sending, publishing, relying on or providing them to any third party.

You acknowledge that outputs may be similar or identical to outputs generated for other users, and that no rights are granted to you in the Platform, AI models, prompts, system instructions, workflows, methods, know-how or underlying technology used to generate outputs.

you own or have all rights, licences, permissions, notices, consents, authorisations and lawful bases required to provide, upload, disclose, connect and process Customer Material through the Platform;

Customer Material does not infringe any Intellectual Property Rights, privacy rights, confidentiality obligations or other rights of any person;

Customer Material does not breach any law, regulation, licence condition, industry code or professional obligation;

Customer Material does not contain prohibited data under the Data Handling Schedule; and

our use of Customer Material in accordance with these Terms will not infringe the rights of any person or cause us to breach any law.

it breaches these Terms;

it contains prohibited data under the Data Handling Schedule;

it creates a security, legal, operational or reputational risk;

it may infringe the rights of any person;

it may breach any law, regulation, licence condition or industry code; or

removal or restriction is required to protect the Platform, you, other customers, third parties or our business.

You acknowledge that the Platform may depend on, connect with, or incorporate goods and services supplied by third parties, including hosting providers, cloud infrastructure providers, AI service providers, payment providers, analytics providers, security providers, communications providers, support providers, integration providers and other subprocessors.

Your use of the Platform may be subject to third party terms, conditions, policies, service limits and technical requirements.

You must comply with any third party terms that apply to your use of the Platform or any third party service connected to the Platform.

We are not responsible for the acts, omissions, outages, errors, delays, security incidents, data handling practices, service limits, pricing changes, policy changes or discontinued services of third party providers, except to the extent caused by our breach of these Terms.

We may change, add or remove third party providers from time to time, including where required for security, operational, legal, technical or commercial reasons.

Further details about our third party providers and subprocessors may be set out in the Data Handling Schedule.

You acknowledge that the Platform may use third party AI service providers to process prompts, inputs, Customer Material and outputs.

We will take reasonable steps designed to ensure that our AI service providers handle Customer Material consistently with our no AI model training commitment, where that commitment applies under these Terms.

We do not guarantee that any AI service provider will be error-free, uninterrupted, available at all times, or free from hallucinations, inaccuracies, omissions, biases or other limitations.

Further details about AI processing, AI service providers, Customer Material, outputs, customer-specific memory and our no AI model training commitment may be set out in the Data Handling Schedule.

The Platform may allow you to connect, import from, export to, or otherwise interact with third party systems, software, accounts, APIs, data sources or platforms.

You are responsible for ensuring that you have all rights, permissions, authorisations and consents required to connect any third party service or account to the Platform.

You acknowledge that issues may arise when data is uploaded, downloaded, transferred, synced, analysed or processed between the Platform and third party services.

We do not guarantee that any integration, data transfer, API connection, sync, import, export or third party service will be free from errors, defects, delays, outages, interruptions, data loss, incompatibility, rate limits or service restrictions.

If a third party provider changes, suspends, restricts, charges for, disables or discontinues a service, API, permission, integration, feature or account access, this may affect the Platform and your use of it.

You must not add software, code, APIs, integrations, automation tools, scripts, bots, crawlers, extensions or other technology to the Platform, or modify, alter, interfere with or augment the Platform, except as expressly permitted by us in writing or through the Documentation.

If you make or attempt to make any unauthorised change, integration or connection, you acknowledge and agree that:

it may adversely affect the Platform, Customer Material, security, performance, availability, data integrity or other users;

you are responsible for all loss, damage, liability, cost or expense arising from or in connection with that change, integration or connection;

we are not liable for any failure, defect, data loss, security issue, interruption or other problem to the extent caused or contributed to by that change, integration or connection;

we may require you to remove, disconnect, disable or modify it;

we may suspend or restrict your access to the Platform until it is removed, disconnected, disabled or modified; and

we may remove, disconnect, disable or modify it if we reasonably consider this necessary to protect the Platform, Customer Material, other customers, third parties or our business.

Each party must keep the other party’s Confidential Information confidential and must not use or disclose it except as permitted by these Terms.

A party may use or disclose the other party’s Confidential Information only:

to perform or receive the benefit of these Terms;

to provide, operate, secure, maintain, support or improve the Platform in accordance with these Terms;

to its Personnel, professional advisers, insurers, auditors, related bodies corporate, contractors and subprocessors who need to know the information for a purpose permitted by these Terms;

where required by law, regulation, court order, regulator, stock exchange, government agency or professional obligation;

with the prior written consent of the party that disclosed the Confidential Information; or

where the information has become public other than because of a breach of these Terms.

Each party must take reasonable steps to protect the other party’s Confidential Information from unauthorised access, use, disclosure, loss or misuse.

You acknowledge that Customer Material may contain confidential information belonging to you, your clients, insureds, claimants, customers, business partners or other third parties. You are responsible for ensuring that you have authority to provide that information to us and process it through the Platform.

We may process Confidential Information included in Customer Material to the extent reasonably required to provide, operate, secure, maintain and support the Platform and otherwise perform our obligations under these Terms.

Each party must promptly notify the other party if it becomes aware of any actual or suspected unauthorised access to, use of, disclosure of, loss of, or compromise to the security or confidentiality of the other party’s Confidential Information.

Each party must provide reasonable assistance to the other party in relation to any investigation, mitigation, notification or remediation steps arising from an actual or suspected confidentiality or security incident involving the other party’s Confidential Information.

The obligations in this clause continue after the expiry or termination of these Terms.

We collect, use, disclose, store and otherwise handle personal information in accordance with our Privacy Policy, available at www.cova.ai/privacy.

Our Privacy Policy explains how we handle personal information in connection with the Platform, our Website, account registration, support, billing, marketing, security, analytics and our business operations.

Where you or your Users provide, upload, submit, connect or otherwise make available personal information through the Platform, you are responsible for ensuring that you have all rights, notices, consents, authorisations and lawful bases required for that personal information to be collected, used, disclosed, stored, transferred and otherwise processed through the Platform.

You acknowledge that Customer Material may include personal information, sensitive information, health information, claims information, financial information, commercial information and confidential information relating to your clients, insureds, claimants, employees, representatives or other third parties.

You must not provide personal information to us or process personal information through the Platform unless you are authorised to do so and have complied with all applicable privacy, data protection, confidentiality and professional obligations.

Where we process personal information on your behalf through the Platform, we do so in accordance with these Terms, our Privacy Policy, any applicable Data Processing Addendum, and your lawful instructions as expressed through your use of the Platform.

You must promptly notify us if you become aware that any personal information has been provided to us or processed through the Platform in breach of this clause.

Further details about personal information, sensitive information, subprocessors, international transfers, security measures, data retention and AI processing may be set out in our Privacy Policy, Data Processing Addendum or Data Handling Schedule.

We will provide the Platform with due care and skill and in accordance with these Terms.

We do not warrant or represent that:

the Platform will be uninterrupted, error-free, secure or available at all times;

the Platform will be free from bugs, defects, outages, delays, cyber incidents, malware, ransomware, viruses, data loss or other harmful components;

any AI output will be accurate, complete, current, suitable, compliant, non-infringing, unbiased or free from hallucinations;

the Platform will meet your particular requirements or produce any particular commercial, professional, compliance, underwriting, claims, insurance or client outcome;

any information generated by or through the Platform will be appropriate for your circumstances or the circumstances of your clients; or

any third party service, AI provider, hosting provider, integration, payment provider or other subprocessor will be uninterrupted, error-free or available at all times.

You acknowledge and agree that the Platform is a copilot tool only and is not a substitute for professional judgement, independent verification, regulatory compliance, licensed insurance advice, underwriting assessment, claims assessment, legal advice, financial advice or other professional advice.

You acknowledge and agree that:

the Platform may contain errors, bugs or defects;

the Platform may be unavailable, interrupted, delayed or degraded from time to time;

outputs may be inaccurate, incomplete, outdated, misleading, unsuitable or affected by AI hallucinations;

data transfers, integrations, AI processing, hosting, backups and third party services may fail, be delayed or be unavailable;

Customer Material may not be available or recoverable at all times;

security incidents may occur despite reasonable security measures; and

use of the Platform with live client, claims, health, financial, commercial or confidential information carries inherent risk.

We will take reasonable steps to investigate and address material errors, bugs or defects in the Platform that are notified to us, but we are not responsible for errors, bugs, defects, failures or loss to the extent caused or contributed to by:

your systems, devices, internet connection, networks, software or third party services;

your misuse of the Platform;

your breach of these Terms;

your failure to follow the Documentation or our reasonable instructions;

Customer Material being inaccurate, incomplete, outdated, unlawful, unauthorised or unsuitable;

third party providers or integrations outside our reasonable control;

unauthorised access caused or contributed to by you or your Users; or

use of the Platform other than for its intended purpose.

To the maximum extent permitted by law, all express or implied representations, warranties, guarantees and conditions not expressly stated in these Terms are excluded.

To the maximum extent permitted by law, we are not liable for any loss, damage, claim, liability, cost or expense arising from or in connection with:

your reliance on any output without appropriate human review, verification and adaptation;

any advice, recommendation, decision, communication, document or work product you create, send, publish, rely on or provide to a third party using the Platform or any output;

your professional, regulatory, licensing, insurance, privacy, confidentiality or industry code obligations;

any underwriting decision, claims decision, insurance advice, financial advice, legal advice, compliance decision or client outcome;

Customer Material being inaccurate, incomplete, outdated, unlawful, unauthorised, infringing, confidential, sensitive or provided without required rights, notices, consents, authorisations or lawful bases;

any prohibited data submitted to the Platform;

any act or omission of you, your Users, your Personnel, your clients, insureds, claimants or third party providers; or

third party services, AI providers, hosting providers, integrations, payment providers or other subprocessors outside our reasonable control.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, the Platform, your Subscription, any output, or any related services is limited to the Subscription Fees paid by you to us in the 12 months immediately preceding the event giving rise to the liability.

The limitation of liability applies whether the claim arises in contract, tort including negligence, statute, equity, indemnity or otherwise.

To the maximum extent permitted by law, we are not liable for any Consequential Loss.

For the purposes of these Terms, Consequential Loss includes loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, loss of production, loss of contract, loss of use, loss or corruption of data, business interruption, reputational damage, and any indirect, special, incidental, exemplary, punitive or consequential loss or damage.

Subscription Fees and other amounts payable under these Terms;

misuse of the Platform;

breach of licence restrictions, seat limits or acceptable use restrictions;

infringement or misuse of our Intellectual Property Rights;

unauthorised use, disclosure or processing of Customer Material;

submission of prohibited data;

breach of privacy, confidentiality, data protection or third party rights obligations;

fraud, wilful misconduct or unlawful conduct; or

any liability that cannot be limited or excluded by law.

Nothing in these Terms excludes, restricts or modifies any guarantee, right, remedy or liability that cannot be excluded, restricted or modified by law, including under the Australian Consumer Law.

Where we are permitted to limit our liability for breach of a non-excludable guarantee, our liability is limited, at our option, to:

in the case of goods, the replacement of the goods, the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired; and

in the case of services, the supply of the services again or the payment of the cost of having the services supplied again.

You may request to upgrade or downgrade your Subscription, change your plan, or increase or decrease the number of seats included in your Subscription.

We may approve, reject or apply conditions to any requested upgrade, downgrade or seat change, acting reasonably.

If we approve an upgrade or an increase in seats, we may:

provide access to the upgraded plan, additional features or additional seats during the then-current Subscription Period;

charge you the applicable additional Subscription Fees from the date the upgrade or additional seats take effect; and

charge any additional Subscription Fees on a pro-rata basis for the remainder of the then-current Subscription Period, or otherwise as set out during checkout, in your account, on the Website, in an order form or in Schedule 2.

If we approve a downgrade or decrease in seats, the downgrade or decrease will take effect at the start of the next Subscription Period, unless we agree otherwise in writing.

Subject to any rights you may have under applicable law, we do not provide refunds, credits or pro-rata reductions for downgrades, reduced seat numbers, unused seats, unused features or unused usage during a current Subscription Period.

You are responsible for exporting, saving or otherwise preserving any Customer Material, outputs, settings, workflows, usage history or other content that may be affected by a downgrade, seat reduction or feature change.

We are not responsible for any loss of access to features, capacity, Customer Material, outputs, settings, workflows, usage history or other functionality arising from or in connection with a downgrade, seat reduction or change to your Subscription, except to the extent caused by our breach of these Terms.

You may cancel your Subscription through the Platform, your account settings, the Website, or another cancellation process we approve.

Cancellation of a monthly Subscription will take effect at the end of the then-current monthly Subscription Period.

Cancellation of an annual Subscription will take effect at the end of the then-current annual Subscription Period.

You will continue to have access to the Platform until the end of the paid Subscription Period, unless your access is suspended or terminated earlier in accordance with these Terms.

Subject to any rights you may have under applicable law, we do not provide refunds or credits for unused portions of a Subscription Period, including unused portions of an annual Subscription.

We may suspend, restrict or terminate your Subscription, account or any User’s access immediately by notice to you if we reasonably consider that:

you or any User has breached these Terms, any applicable EULA or Acceptable Use Policy, or any usage limits or restrictions that apply to your Subscription;

you or any User has misused the Platform;

you or any User has submitted prohibited data;

you or any User has used outputs without appropriate professional review, verification or adaptation;

you or any User has used the Platform outside its intended purpose;

you or any User has shared login details or used seats in excess of your Subscription;

you or any User has attempted to scrape, copy, reverse engineer, benchmark or misuse the Platform;

you or any User has infringed our Intellectual Property Rights or the rights of any third party;

you or any User has breached privacy, confidentiality, data protection, security or professional obligations;

you have failed to pay any amount when due;

information provided to us during onboarding, account registration or Subscription management is inaccurate, incomplete, misleading or false;

you or your organisation does not hold the licences, authorisations, approvals or insurances required for your intended use of the Platform;

your use of the Platform creates legal, security, operational, technical or reputational risk;

we are required to do so by law, regulator, court order or a third party provider; or

suspension, restriction or termination is reasonably necessary to protect the Platform, Customer Material, other customers, third parties or our business.

Where reasonable in the circumstances, we will give you an opportunity to remedy the issue before terminating your Subscription. We are not required to provide a remedy period where the issue is serious, urgent, incapable of remedy, repeated, involves non-payment, creates security risk, involves prohibited data, involves unlawful conduct, or may expose us, other customers or third parties to harm.

You may terminate your Subscription by written notice to us if we commit a material breach of these Terms and fail to remedy that breach within 10 Business Days after receiving written notice from you requiring us to do so.

On cancellation or termination of your Subscription:

your right to access and use the Platform will end when the cancellation or termination takes effect;

you and your Users must stop accessing and using the Platform;

we may suspend or disable your account and User access;

you must pay all amounts incurred up to the effective date of cancellation or termination;

subject to any rights you may have under applicable law, Subscription Fees paid in advance are not refundable;

any amounts that accrued before cancellation or termination remain payable;

we may retain, delete, de-identify or return Customer Material in accordance with these Terms, our Privacy Policy, any applicable Data Processing Addendum, the Data Handling Schedule and our data retention practices; and

each party must return or destroy the other party’s Confidential Information if required by these Terms or applicable law, except to the extent it is retained in backups, audit records, legal records or as otherwise permitted by these Terms.

You are responsible for exporting or saving any Customer Material or outputs you require before cancellation or termination takes effect.

We are not responsible for any loss arising from your failure to export or save Customer Material or outputs before your access ends, except to the extent caused by our breach of these Terms.

A party must not commence court proceedings in relation to a dispute arising out of or in connection with these Terms, the Platform or a Subscription unless it has first complied with this clause, except where that party seeks urgent interlocutory relief or is required to commence proceedings to preserve a legal right.

A party claiming that a dispute has arisen must give the other party written notice setting out reasonable details of the dispute.

After a dispute notice is given, each party must use reasonable endeavours to resolve the dispute in good faith.

If the dispute is not resolved within 14 days after the dispute notice is given, either party may commence court proceedings.

Nothing in this clause prevents us from suspending, restricting or terminating access to the Platform in accordance with these Terms while a dispute is being resolved.

We will not be liable for any delay or failure to perform our obligations under these Terms to the extent the delay or failure is caused by a Force Majeure Event.

If a Force Majeure Event occurs, we will take reasonable steps to notify you of the Force Majeure Event and the extent to which it affects our ability to perform our obligations, where it is reasonably practicable to do so.

Our affected obligations will be suspended for the duration of the Force Majeure Event to the extent they are affected by the Force Majeure Event.

A Force Majeure Event means any event or circumstance beyond our reasonable control, including:

natural disaster, storm, flood, fire, explosion, earthquake, lightning strike or other act of God;

war, terrorism, sabotage, riot, civil unrest, epidemic, pandemic or public health emergency;

strike, labour dispute or industrial action outside our reasonable control;

government action, law, regulation, direction, restriction, sanction or order;

failure, outage, degradation or interruption of telecommunications, internet, utility, cloud infrastructure, hosting, AI provider, payment provider, integration provider or other third party service;

cyber incident, denial of service attack, malware, ransomware or security incident not caused by our breach of these Terms; and

any other event or circumstance beyond our reasonable control that prevents or delays us from performing our obligations.

A notice or other communication under these Terms must be in writing and in English.

We may give you notices or other communications by:

emailing the email address connected to your account;

emailing the email address otherwise provided by you for your Subscription;

displaying a notice in the Platform;

publishing a notice on the Website; or

using any other contact method you have provided to us.

You may give us notices or other communications by emailing us at [insert email address] or using any notice process we make available through the Platform or Website.

You are responsible for ensuring that your account contact details are accurate and up to date.

You may update your notice details through your account settings or by notifying us in writing.

We may update our notice details by publishing updated details on the Website or notifying you in writing.

Unless the sender knows or reasonably suspects that the notice was not delivered, a notice sent by email will be taken to be given 24 hours after it is sent.

A notice displayed in the Platform or published on the Website will be taken to be given when it is displayed or published, unless the notice states a later effective date.

If a notice would be taken to be given on a Saturday, Sunday or public holiday in Queensland, it will be taken to be given on the next Business Day in Queensland.

These Terms are governed by the laws of Queensland and the Commonwealth laws of Australia that apply in Queensland.

Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from those courts in relation to any proceedings arising out of or in connection with these Terms, the Platform or a Subscription.

A party does not waive a right, power or remedy under these Terms unless the waiver is in writing and signed by the party granting the waiver.

A delay or failure to exercise a right, power or remedy does not operate as a waiver.

If any provision of these Terms is wholly or partly void, invalid, illegal or unenforceable, that provision is severed to the extent required.

The validity and enforceability of the remaining provisions is not affected.

You must not assign, novate, transfer or otherwise deal with any right or obligation under these Terms without our prior written consent.

We may assign, novate, transfer or otherwise deal with any right or obligation under these Terms:

to a related body corporate;

in connection with a merger, acquisition, restructure, financing, sale of assets or sale of business;

to a successor or replacement provider of the Platform; or

where we reasonably consider the transfer will not materially prejudice your rights under these Terms.

These Terms, together with any order form, accepted Subscription details, Privacy Policy, Data Processing Addendum, EULA, Acceptable Use Policy, Subprocessor List, Cookie Policy, Schedule 1, Schedule 2, Schedule 3 and any other document incorporated by reference, form the entire agreement between the parties in relation to the Platform and your Subscription.

These Terms supersede any prior negotiation, representation, arrangement, understanding or agreement, whether written or verbal, in relation to the Platform and your Subscription.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship or agency relationship between the parties.

You must not represent that you have authority to bind us or act on our behalf.

words in the singular include the plural, and the reverse also applies;

a reference to dollars or $ is to Australian currency, unless stated otherwise;

a reference to a person includes an individual, company, partnership, trust, association, government body or other legal entity;

a reference to a party includes that party’s successors and permitted assigns;

a reference to a document includes that document as amended, replaced or updated from time to time;

a reference to law includes legislation, regulations, rules, industry codes, regulatory guidance and other binding legal requirements, as amended or replaced from time to time;

the words including, for example and similar expressions are not words of limitation;

headings are for convenience only and do not affect interpretation; and

no provision will be interpreted against a party merely because that party or its representative prepared the provision.

This EULA applies to each End User who accesses or uses the Platform.

You agree to, and will be deemed to have accepted, this EULA when you access or use the Platform, create an account, accept an invitation to access the Platform, click “I accept”, or otherwise receive the benefit of the Platform.

By accessing or using the Platform, you represent and warrant that:

you have read and understood this EULA;

you are authorised by the Account Holder to access and use the Platform;

you will only use the Platform for the Purpose;

you will comply with this EULA, the Customer Terms and COVA’s reasonable instructions; and

you will comply with all laws, regulations, licence conditions, industry codes, professional obligations and internal policies that apply to your use of the Platform.

If you do not accept this EULA, or if you are not authorised by the Account Holder to access the Platform, you must not access or use the Platform.

This EULA commences when you first access or use the Platform and continues until your access to the Platform is terminated, suspended, revoked or otherwise ends.

Your access to the Platform may also end if the Account Holder’s Subscription expires, is cancelled, is suspended or is terminated.

Subject to your compliance with this EULA and the Customer Terms, COVA grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform for the Purpose.

You may only use the Platform:

for the Account Holder’s legitimate insurance, broking, underwriting, claims, risk management, administrative or related professional workflows;

as an authorised End User under the Account Holder’s Subscription;

in accordance with this EULA, the Customer Terms, the Documentation and COVA’s reasonable instructions;

within the scope of your role and authority for the Account Holder; and

in compliance with all laws, regulations, licence conditions, industry codes, professional obligations and internal policies that apply to your use of the Platform.

You must not use the Platform for personal, domestic or household purposes.

share your login details or allow any other person to access the Platform using your account;

access or use the Platform unless you are authorised by the Account Holder;

access or use the Platform outside the Purpose;

access or use the Platform in excess of the Account Holder’s Subscription, seat limits or usage limits;

copy, reproduce, modify, adapt, translate, publish, communicate, distribute, commercialise or create derivative works from the Platform or Documentation;

sell, loan, transfer, sub-licence, hire, resell or otherwise make the Platform or Documentation available to any third party;

decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, object code, model logic, prompts, system instructions, workflows, algorithms or underlying technology of the Platform;

scrape, crawl, benchmark, monitor, test or use the Platform to develop, train, improve or support a competing product or service;

attempt to extract prompts, system instructions, model logic, datasets, confidential platform logic or security features from the Platform;

circumvent, disable or interfere with any security, access control, usage limit, seat limit, rate limit or technological protection measure;

introduce viruses, malware, ransomware, malicious code or other harmful material into the Platform;

use the Platform in a way that may damage, disrupt, impair or overload the Platform or COVA’s systems;

remove, obscure or alter any copyright, trade mark, proprietary rights or other notice on the Platform or Documentation;

use the Platform to infringe any Intellectual Property Rights, privacy rights, confidentiality obligations or other rights of any person;

use the Platform for unlawful, misleading, deceptive, discriminatory, defamatory, harassing, threatening, abusive, fraudulent or otherwise inappropriate purposes; or

use the Platform in any way that may harm COVA’s reputation, the Platform, other customers, other users or third parties.

You acknowledge that the Platform is a copilot tool only and does not replace professional judgement.

You must review, verify and adapt all outputs before using, sending, publishing, relying on or providing them to any client, insured, claimant, regulator or third party.

You must not rely on outputs as the sole basis for any advice, recommendation, communication, claim assessment, underwriting assessment, regulatory position, financial decision, legal decision or client outcome.

You must not use AI-generated content verbatim in client communications without professional review and adaptation.

You remain responsible for all advice, decisions, communications, documents and work product that you create, send, publish, rely on or provide to any third party using the Platform or any output.

the Platform will be free from errors, bugs, defects, delays or interruptions;

the Platform will be accessible or available at all times;

any output will be accurate, complete, current, suitable, compliant, non-infringing, unbiased or free from hallucinations;

the Platform will meet your requirements or the Account Holder’s requirements;

the Platform will produce any particular insurance, underwriting, claims, commercial, professional, compliance or client outcome;

any data, document, prompt, input, output or information processed through the Platform will be secure, confidential, available or recoverable at all times; or

any third party service, AI provider, hosting provider, integration or other subprocessor will be error-free, uninterrupted or available at all times.

You acknowledge that the Platform is provided as a professional support tool only.

To the maximum extent permitted by law, COVA does not accept responsibility for any loss, damage, claim, liability, cost or expense arising from or in connection with:

your unauthorised access to or use of the Platform;

your misuse of the Platform;

your failure to keep your login details secure;

your use of outputs without appropriate professional review, verification and adaptation;

any advice, recommendation, decision, communication, document or work product you create, send, publish, rely on or provide to any third party using the Platform or any output;

your breach of any law, regulation, licence condition, industry code, professional obligation, privacy obligation, confidentiality obligation or internal policy;

Customer Material or User Content being inaccurate, incomplete, outdated, unlawful, unauthorised, infringing, confidential, sensitive or provided without required rights, notices, consents, authorisations or lawful bases;

any prohibited data submitted to the Platform;

any unauthorised use, destruction, loss, damage or alteration of data, devices, systems or networks caused or contributed to by you or the Account Holder;

third party services, AI providers, hosting providers, integrations, payment providers or other subprocessors outside COVA’s reasonable control; or

hacking, malware, ransomware, viruses, malicious code, cyber incidents or other forms of interference not caused by COVA’s breach of this EULA.

You must take reasonable precautions to ensure that the systems, devices, networks and processes you use to access the Platform are secure and do not expose the Platform, COVA, the Account Holder, other users or third parties to security risks.

To the maximum extent permitted by law, all express or implied representations, warranties, guarantees and conditions not expressly stated in this EULA are excluded.

Nothing in this EULA excludes, restricts or modifies any guarantee, right, remedy or liability that cannot be excluded, restricted or modified by law, including under the Australian Consumer Law.

Where COVA is permitted to limit its liability for breach of a non-excludable guarantee, COVA’s liability is limited, at its option, to:

in the case of goods, the replacement of the goods, the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired; and

in the case of services, the supply of the services again or the payment of the cost of having the services supplied again.

To the maximum extent permitted by law, COVA’s total aggregate liability arising out of or in connection with this EULA, the Platform, your access to the Platform, any output, or any related services is limited to the amount paid by the Account Holder to COVA for your seat in the 12 months immediately preceding the event giving rise to the liability.

If the amount paid for your individual seat cannot be reasonably determined, COVA’s liability is limited to the amount paid by the Account Holder to COVA for the Subscription in the 12 months immediately preceding the event giving rise to the liability.

The limitation of liability applies whether the claim arises in contract, tort including negligence, statute, equity, indemnity or otherwise.

To the maximum extent permitted by law, COVA is not liable for any Consequential Loss.

For the purposes of this EULA, Consequential Loss includes loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, loss of production, loss of contract, loss of use, loss or corruption of data, business interruption, reputational damage, and any indirect, special, incidental, exemplary, punitive or consequential loss or damage.

misuse of the Platform;

breach of licence restrictions, seat limits or acceptable use restrictions;

infringement or misuse of COVA’s Intellectual Property Rights;

unauthorised use, disclosure or processing of Customer Material or User Content;

submission of prohibited data;

breach of privacy, confidentiality, data protection or third party rights obligations;

fraud, wilful misconduct or unlawful conduct; or

any liability that cannot be limited or excluded by law.

the Account Holder’s Subscription expires, is cancelled or is terminated;

the Customer Terms expire or are terminated;

you are no longer authorised by the Account Holder to access the Platform;

your account is removed, disabled or deactivated by the Account Holder; or

COVA otherwise ends your access to the Platform in accordance with this EULA or the Customer Terms.

COVA or the Account Holder may suspend, restrict, revoke or terminate your access to the Platform immediately by notice to you, or by disabling your account, if:

you breach this EULA, the Customer Terms, any applicable Acceptable Use Policy, or any usage limits or restrictions that apply to your access;

you misuse the Platform;

you share login details or allow another person to use your account;

you access or use the Platform outside the Purpose;

you submit prohibited data;

you submit Customer Material or User Content without required rights, notices, consents, authorisations or lawful bases;

you use outputs without appropriate professional review, verification or adaptation;

you attempt to scrape, copy, reverse engineer, benchmark or misuse the Platform;

you breach privacy, confidentiality, data protection, security, professional or third party rights obligations;

your use of the Platform creates legal, security, operational, technical or reputational risk;

COVA or the Account Holder reasonably suspects unauthorised access, misuse, security risk or breach of this EULA; or

suspension, restriction, revocation or termination is reasonably necessary to protect the Platform, Customer Material, other users, customers, third parties or COVA’s business.

Where reasonable in the circumstances, you may be given an opportunity to remedy the issue before your access is terminated. No remedy period is required where the issue is serious, urgent, incapable of remedy, repeated, creates security risk, involves prohibited data, involves unlawful conduct, or may expose COVA, the Account Holder, other users, customers or third parties to harm.

your right to access and use the Platform ends immediately;

you must immediately stop accessing and using the Platform;

you must not attempt to access the Platform through another account, user login or workaround;

COVA or the Account Holder may disable, suspend or delete your account;

you must return, delete or stop using any COVA Confidential Information, Documentation or other COVA materials in your possession or control, except to the extent you are required to retain them by law or by the Account Holder’s internal policies; and

any clauses that by their nature are intended to survive termination will continue.

You are responsible for exporting or saving any User Content or outputs you require before your access to the Platform ends, to the extent the Platform allows you to do so and you are authorised by the Account Holder.

After your access ends, you may lose access to User Content, outputs, settings, usage history, customer-specific memory and other materials stored in or generated through the Platform.

COVA is not liable to you for any loss of User Content, outputs, settings, usage history, customer-specific memory or other materials following expiry, suspension, restriction or termination of your access, except to the extent caused by COVA’s breach of this EULA.

User Content may be retained, deleted, de-identified or returned in accordance with the Customer Terms, COVA’s Privacy Policy, any applicable Data Processing Addendum and COVA’s data retention practices.

This EULA is governed by the laws of Queensland and the Commonwealth laws of Australia that apply in Queensland.

Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from those courts in relation to any proceedings arising out of or in connection with this EULA or the Platform.

A party does not waive a right, power or remedy under this EULA unless the waiver is in writing and signed by the party granting the waiver.

A delay or failure to exercise a right, power or remedy does not operate as a waiver.

You must not assign, novate, transfer or otherwise deal with any right or obligation under this EULA without COVA’s prior written consent.

COVA may assign, novate, transfer or otherwise deal with any right or obligation under this EULA:

to a related body corporate;

in connection with a merger, acquisition, restructure, financing, sale of assets or sale of business;

to a successor or replacement provider of the Platform; or

where COVA reasonably considers the transfer will not materially prejudice your rights under this EULA.

This EULA, together with the Customer Terms and any documents incorporated by reference, forms the entire agreement between you and COVA in relation to your access to and use of the Platform.

This EULA supersedes any prior negotiation, representation, arrangement, understanding or agreement between you and COVA in relation to your access to and use of the Platform.

If any provision of this EULA is wholly or partly void, invalid, illegal or unenforceable, that provision is severed to the extent required.

The validity and enforceability of the remaining provisions is not affected.

Nothing in this EULA creates a partnership, joint venture, employment relationship, fiduciary relationship or agency relationship between you and COVA.

You must not represent that you have authority to bind COVA or act on COVA’s behalf.

words in the singular include the plural, and the reverse also applies;

a reference to dollars or $ is to Australian currency, unless stated otherwise;

a reference to a person includes an individual, company, partnership, trust, association, government body or other legal entity;

a reference to a party includes that party’s successors and permitted assigns;

a reference to a document includes that document as amended, replaced or updated from time to time;

a reference to law includes legislation, regulations, rules, industry codes, regulatory guidance and other binding legal requirements, as amended or replaced from time to time;

the words including, for example and similar expressions are not words of limitation;

headings are for convenience only and do not affect interpretation; and

no provision will be interpreted against a party merely because that party or its representative prepared the provision.