SaaS Terms and Conditions

1. AGREEMENT 1.1 These Terms and Conditions, together with our Privacy Policy, apply to your use of TrueState Australia Pty Ltd ACN 672 224 565 ("we, "us" or "our") Software. 1.2 By using the Platform, you agree and acknowledge that you have read these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for who you use the Platform, whether as an Authorised User, Invitee or otherwise. 2. DEFINITIONS AND INTERPRETATION 2.1 In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated: "Agreement" means these terms and conditions as amended by us from time to time; “Account” means the account you create to use our Platform as defined in clause 4.1; “AI” means artificial intelligence; “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth); "Authorised User" means those of your employees, agents and contractors who are authorised by you to use the Platform, and subscribe to use the Platform via the Site; "Business Day" means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in New South Wales, Australia; “Credits” means the pre-purchased units used to access and use the Platform, which are deducted from your Account based on usage; "Fees" means the fees incurred to use the Platform (including for the purchase of Credits) which may be updated or amended by us from time-to-time; "Customer Data" has the meaning in clause 9.6; "Developed IP" is defined in clause 9.3; “Enterprise Client” means an individual or company that has signed an enterprise level agreement, separate to these Terms and Conditions, for their use of the Platform. “Indemnified Parties” is defined in clause 14.1. “Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights; "Invitee" is defined at clause 3.1; “Minor” is defined at clause 5.1; “Platform” means the platform we provide under these Terms and Conditions, that allows you to build state-of-the-art AI systems such as chatbots, predictive AI solutions and natural language search tooling and any associated software, technology, code and all Intellectual Property Rights contained therein, as located on the Site; "Privacy Laws" means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable); "Provider IP" is defined in clause 9.1; "Related Bodies Corporate" has the meaning given in the Corporations Act 2001 (Cth); "Site" means https://www.truestate.io/, https://platform.truestate.io or any other Site operated by us; “Stripe Services Agreement” is defined in clause 8.7; “User Derivative Works” is defined in clause 9.4; and "you" or "your" means the person or entity that has registered to use the Platform, an Authorised User, or an Invitee (as applicable). 2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified. 3. AUTHORISED USERS 3.1 You determine who may be invited to use the Platform ("Invitee") and the relevant level of access that the Invitee will have as an Authorised User. 3.2 After an Invitee has subscribed to use the Platform via the Site, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable). 3.3 You are solely responsible for each Authorised Users use of the Platform and compliance with these Terms and Conditions. 4. ACCESSING THE PLATFORM 4.1 Our Platform is open to persons who register an account with us on our Site by providing a valid email address and nominating a secure password (“Account”). 4.2 You will receive an email confirming registration with us shorty after you have created your Account via the Site. 4.3 You may not use one email address to register for multiple Accounts. You must not hold more than one Account at the same time. 4.4 You may access your Account via the Site. 4.5 You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account. 4.6 You are solely responsible for all activity on your Account. 4.7 You warrant and represent that your access to, or use of, our Platform is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. 4.8 You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Platform. 5. LEGAL CAPACITY 5.1 You must be eighteen (18) years of age or over to access the Platform. If you are under the age of eighteen (18) years (“Minor”), you must immediately cease accessing the Platform. 5.2 Any order and/or purchase made by you using this Site and your continued use of the Site is an acknowledgement by you that: (a) you are over the age of eighteen (18) years; and (b) you accept the Agreement and agree that you have entered into a binding legal contract with us in relation to the Agreement. 6. USE OF THE PLATFORM 6.1 You will not: (a) modify the Platform or merge any aspect of the Platform with another programme other than as expressly provided under these Terms and Conditions (this clause does not apply to the use of integration APIs expressly authorised by us or provided by us through the Platform); (b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any documents, manuals or setup instructions provided with the Software; (c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Platform; (d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (e) access, store, distribute or transmit: (i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Platform; (ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party; (iii) material that facilitates illegal activity; or (iv) material that abuses or causes damage or injury to any person or property; (f) provide Platform login details or passwords, or otherwise provide access to the Platform, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Platform; (g) share any features of the Platform that are not publicly available with any unauthorised third party; and (h) engage in any conduct on the Platform that is in breach of these Terms and Conditions (or any agreements mentioned therein). 6.2 All rights granted to you under these Terms and Conditions must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Platform. 6.3 Any breach of this clause 6 constitutes a breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Platform, and/or take further actions against you for breach of these Terms and Conditions. 7. YOUR OBLIGATIONS 7.1 You acknowledge that our ability to be able to provide the Platform to you without delay or interruption is dependent on your full and timely cooperation. You will: (a) co-operate with and assist us in the supply of the Platform; (b) promptly provide us with full and accurate information, data and explanations as and when required; (c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms and Conditions; (d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and (e) comply with all reasonable directions and guidelines from us as advised from time to time. 7.2 You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform, to you. As at the date of this Agreement, this includes rights related to our integration with service providers such as Stripe (see clause 8.7), Heap Analytics, OpenAI, Anthropic, xAI, and Google. 7.3 It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information. 7.4 You agree and acknowledge that you are authorised to use the Platform and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, the Platform or the Site, from time-to-time. 8. FEES AND PAYMENT 8.1 You will pay us the Fees to access and use the Platform in accordance with these Terms and Conditions. 8.2 The Fees are exclusive of GST and, unless stated otherwise, are in US dollars. 8.3 Credits are non-refundable once purchased. We recommend purchasing Credits only as needed for your immediate usage requirements. 8.4 Fees will not be changed retrospectively, however all Fees displayed on or via the Site, or Platform are subject to change without notice. If you do not agree to these changes, you may terminate these Terms and Conditions in accordance with Clause 17.3. Any adjustments to the Fees will be conducted in a commercially reasonable manner. 8.5 You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions. 8.6 If payment of the Fees is not received by any due date, as specified to you via the Platform or on the Site, we will be entitled (without prejudice to any other right or remedy available to us under these Terms and Conditions or at law) to: (a) withhold provision of the Platform, or suspend your access to any or all of the Platform, until payment of the outstanding amount is received by us in full; (b) charge interest on the outstanding amount based on the prevailing cash rate set by the Reserve Bank of Australia; (c) terminate these Terms and Conditions pursuant to clause 17. 8.7 Payment processing services for access to, and use of the, the Platform, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe. 8.8 In locations where Stripe payment services are unavailable, we reserve the right to issue invoices for the provision of access to and use of the Platform. Users in such locations will be subject to payment terms of 7 days from the date of the issued invoice. This invoicing arrangement is independent of the Stripe Services Agreement and is designed to facilitate payment processing for users in regions where Stripe payment services are not accessible. 8.9 You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required. 8.10 If you initiate a chargeback by contacting your bank or credit card company to dispute or reverse any payable fees to us, we may terminate or suspend your access to, and/or use of, the Platform. We retain the right to challenge any Chargeback. 8.11 While you have the option to cancel the Fees at any time, refunds will not be granted unless there is a major failure of the Platform. 8.12 When you cancel the Fees, you will continue to have access to the Platform through to the end of your billing period. 8.13 Nothing in 8.11 seeks to affect, restrict or exclude your statutory rights including under the Australian Consumer Law. 9. INTELLECTUAL PROPERTY 9.1 This clause 9 is subject to clause 10. 9.2 All rights, title or interest in and to the Platform and any information or technology that may be provided to, or accessed by, you in connection with your use of the Platform is owned, and will remain owned, by us, our licensors and the proprietors of open source AI models (“AI Models”) that can be used through the Platform ("Provider IP"). Using the Platform does not transfer any ownership or rights, title or interest in and to the Provider IP. 9.3 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the "Developed IP"). 9.4 Notwithstanding clauses 9.2 and 9.3, you will own all derivative works, being the unique intellectual property created by you through the use of the AI Models and Platform features (“User Derivative Works”). For the avoidance of doubt, User Derivative Works do not include any Provider IP or Developed IP, which remain the exclusive property of us, our licensors and the proprietors of AI models (as the case may be). 9.5 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform, the Provider IP and/or the Developed IP. 9.6 You retain ownership rights to data and content that you provide to us, whether by uploading to the Platform, connecting via any third-party applications or otherwise ("Customer Data"). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purpose of performing our obligations under these Terms and Conditions. 9.7 If you enable any third-party applications in conjunction with the Platform, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications. 10. OPEN SOURCE MODELS 10.1 You acknowledge that the AI Models available on the Platform are open-source (licenses available at https://www.truestate.io/model-licences) and grant you no ownership rights. 10.2 You agree that you are at all times responsible for complying with the corresponding AI Model license, insofar as it relates to your Developed IP. 11. BRAGGING RIGHTS 11.1 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from the Site or any other online materials owned by us. 12. WARRANTIES 12.1 You warrant and represent to us that: (a) all information and Customer Data provided is true, complete and accurate and is not misleading in any way; (b) your access to, or use of, the Services is not unlawful or prohibited by any applicable laws; (c) you or your organisation have obtained all necessary consents and that you are authorised to access and use the Services and you will not share the Services with any third party who is prohibited whether by any applicable laws or otherwise from accessing the Platform; and (d) you understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. 12.2 We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform. 12.3 To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Platform provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Platform is provided on 'as is' basis and that you will make your own investigations into whether or not the is fit for your purposes. 12.4 We make no representations, warranties or guarantees: (a) that the content available on, or produced by or via, the Platform is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or (b) as to the availability of the Platform or that the Platform is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect. 13. LIABILITY AND EXCLUSIONS 13.1 Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms and Conditions, for any one event or a series of related events, will be limited to the total Fees paid (excluding GST and expenses) by you to access and use the Platform in the twelve (12) months immediately prior to the event(s). 13.2 You assume sole responsibility for your use of the Platform (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use. 13.3 We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Platform or any actions taken by us at your direction. 13.4 In no event will we be liable to you or any third party for any, arising directly or indirectly: (a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused; (b) breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes; (c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Platform; or (d) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions. 13.5 The parties acknowledge that the limitations of liability contained in this clause 13 are a fair and reasonable allocation of the commercial risk between the parties. 14. INDEMNITY 14.1 You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the "Indemnified Parties") harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified Parties or which the Indemnified Parties must pay, sustain or incur as a direct or indirect result of or arising out of: (a) breach by you of any of your obligations under these Terms and Conditions; (b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions; (c) breach of any third party's Intellectual Property Rights; or (d) breach by you of any applicable law (including Privacy Laws). 15. CONFIDENTIALITY 15.1 Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms and Conditions, save for such use or disclosure necessary and required to perform their respective obligations under these Terms and Conditions. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations. 15.2 In making disclosure to persons as permitted under this clause 15, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party. 15.3 Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party. 15.4 Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party. 16. PRIVACY 16.1 You must, in connection with these Terms and Conditions: (a) ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws; (b) at all times comply with your obligations under applicable Privacy Laws; and (c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time. 16.2 We are committed to protecting your privacy and personal information. Please see our Privacy Policy https://www.truestate.io/privacy for further details about our practices relating to the collection, use, disclosure and storage of your personal information. 17. TERM AND TERMINATION 17.1 These Terms and Conditions will commence on the date that you register your details via the Site (whether in connection with a trial to use the Platform, as a paying user of the Platform, or otherwise) and after any applicable trial period, will continue in force so long as you continue to pay the Fees, unless terminated in accordance with this clause 17. 17.2 These Terms and Conditions will continue for the period covered by the Fees. At the end of period, and subject to your payment of the Fees, these Terms and Conditions will continue for the relevant period covered by the Fees. You must pay the Fees in advance of each relevant period. 17.3 Either party may terminate these Terms and Conditions without cause at any time by providing the other party with one (1) months' written notice. 17.4 We may terminate these Terms and Conditions (or at our discretion, terminate or suspend the supply to you of the Platform) immediately if you fail to pay any Fees or commit a material breach of these Terms and Conditions. 17.5 On termination of these Terms and Conditions for any reason, we will be entitled to immediate payment for all Fees properly incurred up to the date of termination and during any applicable notice period. 18. SUPPORT SERVICES 18.1 We may, at our absolute discretion, provide you support in relation to your use of the Platform or the Site. 18.2 You may access help documents to diagnose any issues that you are facing at https://docs.truestate.io/. We also host a community support forum on Reddit (https://www.reddit.com/r/truestate/) where you can troubleshoot with other Platform users. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at support@truestate.io. 18.3 We will endeavour to provide support on Business Days, however this cannot be guaranteed. 19. SITUATIONS OR EVENTS OUTSIDE OUR REASONABLE CONTROL 19.1 There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform. We provide updates on our status page here. 20. NOTICES 20.1 Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may from time to time notify the other in accordance with this clause). 20.2 A notice given under clause 20.1 will be deemed to have been delivered 24 hours after the email is sent. 21. GENERAL 21.1 Variations to these Terms and Conditions will only be effective if in writing and signed by authorised representatives of both parties. 21.2 The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination or expiry of these Terms and Conditions. 21.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions. 21.4 If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date. 21.5 Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf. 21.6 These Terms and Conditions, and the relationship between the parties contemplated by it, is not intended to be exclusive. 21.7 If any provision of these Terms and Conditions is held invalid or unenforceable, such provision will be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms and Conditions will continue in full force and effect. 21.8 These Terms and Conditions is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there. 21.9 These Terms and Conditions may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument. 21.10 These Terms and Conditions constitutes the entire agreement between the parties in respect of the subject matter of these Terms and Conditions and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms and Conditions. 21.11 Where a provision of these Terms and Conditions contradicts a provision of an enterprise agreement, the enterprise agreement provision shall prevail to the extent of the inconsistency. Last updated: 30 October 2024