1. Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:

• we will handle your personal information in accordance with our privacy policy, available at https://doxai.co/privacy-policy
• our liability under these Terms is limited to the Listing Partner Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (or where no Listing Partner Fees have been paid, $1000), and we will not be liable for Consequential Loss;
• we will have no liability for any aspect of the Purchaser and Listing Partner interaction including the Digital Products offered by the Listing Partner, the description of the Digital Products offered, any advice provided, supply of the Digital Products and any event outside of our reasonable control;
• we receive a service fee from each Listing Partner for payments made through the Platform; and
• we may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform or for featuring certain products or services on the Platform.

Nothing in these terms limit your rights under the Australian Consumer Law.

2. Introduction

2.1 These terms and conditions (Terms) are entered into between DoxAI Australia Limited ACN 660 177 837 (we, us or our) and you, together the Parties and each a Party.

2.2 We provide a platform where developers and publishers of software programmes or products (Listing Partners) and those wishing to purchase such software programmes or products (Purchasers) can connect and transact (Platform).

2.3 In these Terms, youmeans (as applicable) the person or entity registered with us as either a Purchaser or a Listing Partner or the individual accessing or using the Platform.

2.4 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

3. Acceptance and Platform Licence

3.1 You accept these Terms by accepting these Terms on the Platform.

3.2 You must be at least 16 years old to use the Platform.

3.3 We may amend these Terms at any time, by providing written notice to you (Notice of Variation). The variation of the Terms will be taken to be effective 30 days after Notice of Variation. By clicking “I accept” or continuing to use the Platform 30 days after Notice of Variation, ​​you agree to the amended Terms. If you do not agree to the amendment and it adversely affects your rights, you may cancel your Account or Subscription (as applicable) with effect from the date of the change in these Terms by providing written notice to us. If you cancel: (a) you will no longer be able to use the Platform on and from the date of cancellation; and (b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund in Credits for the Digital Product to which you had subscribed (these Credits will be valid for 3 years from the issue date) having regard to the date of termination and the period for which you have paid.

3.4 We may use, or Digital Products may contain, third party APIs. Your use of third party APIs will be subject to their terms of use. If there is an inconsistency between our terms and the third party terms, then our terms will prevail to the extent of the inconsistency.

3.5 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

3.6 You agree to use the Platform in good faith and for a proper purpose, and when using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

• (a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
• (b) using the Platform to defame, harass, threaten, menace or offend any person;
• (c) using the Platform for unlawful purposes;
• (d) interfering with any user of the Platform;
• (e) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
• (f) using the Platform to send unsolicited electronic messages;
• (g) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
• (h) facilitating or assisting a third party to do any of the above acts.

4. Accounts

4.1 You must register on the Platform and create an account (Account) to access the Platform’s features.

4.2 You may only have 1 Account as a Listing Partner and 1 Account as a Purchaser on the Platform.

4.3 Each Account may have a number of users with different access rights, the types of users are:

• (a) Owners: are the Account creators, they have access to all Account settings including billing and access management, they can customise users access rights, and they can remove themselves as Owners of the Account.
• (b) Admins: by default, have the same access rights of the Account as Owners, however, Owners can customise their access rights.
• (c) Members: their access rights of the account is limited as determined by Owners or Admins, and cannot access billing or access management settings of the Account.

4.4 You must provide basic information when registering for an Account including your business name, contact name and email address and you must choose a username and password.

4.5 Once you have registered an Account, your Account information will be used to create a profile which you may then curate.

4.6 All personal information you provide to us will be treated in accordance with our Privacy Policy.

4.7 You agree to provide and maintain up to date information in your Account and to not share your Account username(s) and password(s) with any other person. Your Account is personal and you must not transfer it to others.

4.8 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

4.9 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, and quality of services.

For Listing Partners Only

4.10 We may review your request for an Account before approving the request. We may request additional information, including details of your cyber liability insurance cover. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.

4.11 You must link your bank account to your Account before you may start selling Digital Products. The username you choose must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.

For Purchasers Only

4.12 When you create an Account you may also select a subscription (Subscription). You may choose between different tiers of Subscription with different benefits as set out on our Platform.

5. Platform Summary

5.1 The Platform is a marketplace where Purchasers and Listing Partners can find each other, and advertise, buy and sell software programmes or products (Digital Products) online. We provide the Platform to users (including hosting and maintaining the Platform), process payments between Purchasers and Listing Partners, and provide promotional opportunities for Listing Partners (together the DoxAI Services). You understand and agree that we only make available the DoxAI Services. We are not party to any agreement entered into between a Purchaser and a Listing Partner and we have no control over the conduct of Listing Partners, Purchasers or any other users of the Platform.

5.2 A Listing Partner wanting to provide Digital Products creates an Account on the Platform and posts an accurate and complete description of the Digital Products they can provide, including the fees for the Digital Products (Purchase Price) and details of any other services or supports the Listing Partner can provide (Listing).

5.3 A Purchaser wanting to buy Digital Products creates an Account on the Platform to view and browse Listings.

5.4 A Purchaser may purchase the Digital Products described in a Listing through the Platform.

5.5 Listing Partners must include all additional terms and conditions relating to their Digital Products (including the terms of software licence) in the relevant Listing or must clearly state that there are additional terms and conditions. By purchasing a Digital Product, a Purchaser is accepting the additional terms and conditions of the relevant Listing Partner. If a Listing Partner fails to publish their additional terms, then the standard terms of licence set out at the end of these Terms will apply (Listing Partner Standard Terms of Licence).

5.6 We do not endorse or approve, and are not responsible for, any Digital Products not provided by us. We may, at any time (at our sole discretion), remove any Digital Products, including without limitation for a violation of clause 3.6.

For Listing Partners Only

5.7 By posting a Listing on the Platform, the Listing Partner confirms that it is legally entitled to and capable of supplying the Digital Products described in the Listing.

5.8 You grant us a non-exclusive, irrevocable, royalty-free, non-sublicensable and non-transferable licence for the duration that your Digital Products are hosted on the Platform, to host your Digital Products on the Platform for the purpose of making them available to Purchasers for purchase.

6. Promotional Opportunities and Discount Codes

For Listing Partners Only

6.1 As a Listing Partner, you may choose to purchase promotional opportunities, such as a feature in our email marketing or placement on our home page (Promotional Opportunity). Promotional Opportunities are subject to the fees and the terms and conditions as set out in any Promotional Opportunity offer and displayed on the Platform or otherwise communicated to you. In the event of any conflict between any Promotional Opportunity terms and conditions and these Terms, the Promotional Opportunity terms and conditions will prevail.

For Purchasers Only

6.2 As a Purchaser, we may from time-to-time issue to you promotional discount codes for use on the Platform. To claim the discount, you must enter the promotional discount code at the time of purchasing a Digital Product on the Platform. The conditions of use relating to promotional discount codes will be set out on the Platform. We may also from time to time run competitions on the Platform or on social media. These competitions are subject to terms and conditions which will be made available on the Platform at the time of the competition.

7. Communication

7.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.

7.2 Purchasers and Listing Partners must not use the contact details to organise the provision of the Digital Products off the Platform, or otherwise to attempt to circumvent the payment of Listing Partner Fees to us.

8. Payments

8.1 The payment methods we offer are set out on the Platform. We may offer payment through a third-party provider for example, Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

8.2 You must not pay, or attempt to pay, the Purchase Price or the Listing Partner Fee (as applicable) by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

8.3 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

8.4 We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

8.5 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the Platform.

For Listing Partners Only

8.6 In consideration for providing the Platform, we will charge the services fees (including any third-party payment processing fees) to the Listing Partner as set out on the Platform (Listing Partner Fee). The Listing Partner Fee will be deducted from the Purchase Price, and will be paid to us at the same time as the Purchaser pays the Purchase Price through the Platform.

8.7 The Purchase Price minus the Listing Partner Fee will be deposited in the Listing Partner merchant account as linked in the Listing Partner Account upon payment by the Purchaser.

For Purchasers Only

8.8 Purchasers have three methods of purchasing Digital Products: Subscription, Pay As You Go, and Buckets.

Subscription

8.9 Purchasers may purchase a Subscription by paying the fees outlined on the Platform (Subscription Fees) in advance on a monthly basis or some other recurring interval disclosed to you prior to your payment of the Subscription Fees (Billing Cycle).

8.10 Your Subscription will automatically renew at the end of the Billing Cycle for the same period of time and you will be charged the Fees in connection with each subsequent Billing Cycle unless and until you cancel your Subscription.

8.11 Cancellations and Changes to your Subscription: If you wish to cancel or change your Subscription (for example, by upgrading to a different subscription tier), you must provide notice to us through your Account that you wish to suspend or vary your Subscription at least 72 hours before the end of the current Billing Cycle. If you vary your Subscription and the Subscription Fees increase, we will charge you for the increase in the Subscription Fees on a pro-rata basis for the remainder of the period until the start of the next Billing Cycle, and you will have access to the additional Subscription features from the date you make such payment.

8.12 We may need to change what is available as part of your Subscription (for example, the inclusions, exclusions, updated features) or the Subscription Fees from time to time. If we change what is available as part of your Subscription, we will provide you with at least 30 days’ notice of the change. After the notice period has lapsed, we will apply the changes to your Subscription. If the changes adversely affect your enjoyment of the Subscription, you may cancel your Subscription with effect from the date we apply the changes to your Subscription by providing written notice to us. If you cancel your Subscription: (a) you will no longer be able to use the Platform on and from the date of cancellation; and (b) if you have paid Subscription Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.

8.13 We may need to change the Subscription Fees from time to time. If we change the Subscription Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Subscription Fees to your Subscription. If the updated Subscription Fees are not acceptable to you, you may cancel your Subscription in accordance with the ‘Cancellation of Subscription’ clause.

Pay As You Go

8.14 If you do not have a Subscription, or your purchase is not covered by your chosen Subscription, you agree to pay (and your chosen payment method will be charged) the Purchase Price at the end of the billing cycle of the month you made a purchase of a Digital Product (Pay As You Go)

Buckets

8.15 You may be permitted to prepurchase a group of requests on the Platform (Buckets) to allow you to purchase Digital Products on the Platform. Buckets are non-transferable and will expire as disclosed to you prior to your payment of the Buckets . Buckets may not be used on the Platform after they have expired.

8.16 Bucket may be used in conjunction with Subscriptions.

9. Refunds and Cancellation Policy

9.1 The cancellation, exchange, or refund of any Digital Products purchased on this Platform is strictly a matter between the relevant Purchaser and Listing Partner. The terms and conditions agreed to between the Listing Partner and the Purchaser must be set out clearly in the relevant Listing Partner Listing. Should the Listing Partner and Purchaser agree to a refund of the Purchase Price, both the Listing Partner and Purchaser acknowledge and agree that the Purchase Price is only refundable in accordance with the Consumer Law Rights of the Purchaser and these Terms.

9.2 For disputes between Purchasers and Listing Partners, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

9.3 The Listing Partner Fees and Subscription Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms. For any Digital Products purchased from us, we do not offer a refund for a change of mind or circumstance.

9.4 This clause will survive the termination or expiry of these Terms.

10. Intellectual Property

10.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform (excluding a Listing Partner’s Digital Products), and documents developed by us including but not limited to these Terms) (Our Intellectual Property) will at all times vest, or remain vested, in us.

10.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.

10.3 You must not, without our prior written consent:

• (a) copy, in whole or in part, any of Our Intellectual Property;
• (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party;
• (c) use for an improper purpose any of Our Intellectual Property; or
• (d) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.

10.4 You agree that any revenue or proceeds obtained by you or by any other person as a result of a breach of this clause and for 5 years from the breach is a fair partial compensation to us and is immediately and irrevocably payable to us irrespective of us exercising our rights or not in assessing for further damages.

10.5 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

• (a) you do not assert that you are the owner of Our Intellectual Property;
• (b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
• (c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
• (d) you comply with all other terms of these Terms.

10.6 This clause will survive the termination or expiry of these Terms.

11. Content You Upload

11.1 You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).

11.2 If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, feed machine learning or otherwise contribute to AI engines, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms. You may request that any of your User Content is removed from the front-end of the Platform or social media by sending us an email to the address at the end of these Terms. We will endeavour to action any removal requests within a reasonable time.

11.3 You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:

• (a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
• (b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

11.4 We do not endorse or approve, and are not responsible for, any User Content not provided by us. We may, at any time (at our sole discretion), remove any User Content.

11.5 This clause will survive the termination or expiry of these Terms.

12. Warranties

12.1 You represent, warrant and agree that:

• (a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

(d) where you are a Listing Partner, you are responsible for complying with all laws, rules and regulations which apply to providing the Digital Products in your Listings; and

(e) where you are a Listing Partner, you are appropriately qualified, and have any required licences, approvals, skills, knowledge or training, to provide the Digital Products.

13. Australian Consumer Law

13.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

13.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

13.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

13.4 As a Purchaser, the Digital Products provided by a Listing Partner may also confer on you certain rights under the ACL.

13.5 This clause will survive the termination or expiry of these Terms.

14. Limitations on liability

14.1 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any aspect of the Purchaser and Listing Partner interaction including the Digital Products offered by the Listing Partner, the description of the Digital Products offered, any advice provided, or supply of Digital Products.

14.2 Despite anything to the contrary, to the maximum extent permitted by law:

• (a) no Party will be liable for Consequential Loss;
• (b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that party to mitigate its losses; and
• (c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Listing Partner Fees or Subscription Fees (as applicable) paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (or where no such fees have been paid, $1000).

14.3 This clause will survive the termination or expiry of these Terms.

15. Termination

15.1 Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings. Your cancellation will take effect from the end of the current Billing Cycle.

15.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

• (a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
• (b) the Defaulting Party is unable to pay its debts as they fall due.

15.3 Should we suspect that you are in breach of these Terms and/or the Standard Listing Partner Terms of Licence (as applicable), we may suspend your Account and/or Subscription while we investigate the suspected breach.

15.4 Upon expiry or termination of these Terms:

• (a) we will remove your access to the Platform and your account will be deleted;
• (b) we will immediately cease providing the DoxAI Services;
• (c) where we terminate the Terms as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.

15.5 Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Subscription Fees on a pro-rata basis.

15.6 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

15.7 This clause will survive the termination or expiry of these Terms.

16. Listing Partner insurance

16.1 As a Listing Partner, you must hold and maintain for the duration you list Digital Products on the Platform, a cyber liability insurance policy in the amount of no less than $2,000,000 for any one claim, with a reputable insurance provider. We may request that you provide evidence of your insurance. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Digital Products you choose to provide to Purchasers. If we do not ask you to provide evidence of insurance this does not indicate that we believe you do not require insurance. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the insurance you require.

17. General

17.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

17.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

17.3 Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Purchaser, or by a Listing Partner.

17.4 Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Purchaser and us, or a Listing Partner and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

17.5 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

17.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

17.7 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

17.8 Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

17.9 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

17.10 Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

17.11 Publicity: You agree that we may advertise or publicise the broad nature of our supply of the DoxAI Services to you, including on our website or in our promotional material.

17.12 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

17.13 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

17.14 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

18. Definitions

18.1 Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or, any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Fee under these Terms will not constitute “Consequential Loss”.

18.2 Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.

18.3 Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

18.4 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:

DoxAI Australia Limited (ACN 660 177 837)

Email: support@doxai.co

Portal: support.doxai.co

Last update: 5 October 2023

Collected data usage and terms of use

You may provide input to the Services (“ Original Input ”) and receive output from the Services based on the input (“ Output ”). Input and outputs are collectively “ Data Sets ” You are responsible for “ Data Sets ”, including ensuring that it does not violate any applicable law or these Terms of Use. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content As between You and DoxAI Australia Ltd , and to the extent permitted by applicable law, you retain your ownership rights in Original Input data and own the Output , but You don’t own Anonymised Data Sets or any trained AI/ML/LLM Training Outcomes.

We may use Data Sets to provide and create Anonymised Data Sets to maintain, develop, and improve our DoxAI Australia Ltd services, products, AI/ML/LLM Models , comply with applicable law, enforce our terms and policies, and keep our services, products and AI/ML/LLM Models safe.

Anonymised Data Sets means all anonymised Original Input and Output (Data Sets) that was originally Original Input and Output data which has been anonymised as result of the usage by You of the service provided by DoxAI Australia Ltd, ( Anonymised Data Sets ) which is complete property of DoxAI Australia Ltd.

Original Input remains the property of You at all times. Except as required by law or for DoxAI Australia Ltd must:

• a) not use Original Input or Output for any purpose other than directly for providing the purchased services or products from DoxAI Australia Ltd and for generating, creating Anonymised Data Sets to train or create new products for DoxAI Australia Ltd which is complete property of DoxAI Australia Ltd.
• b) not make any Data Sets available to a third party, other than as specifically set out for the performance of its obligations to deliver purchased services or products from DoxAI Australia Ltd;

Data Sets usage authorization: Notwithstanding anything in this Terms of Use DoxAI Australia Ltd is authorised to use Data Sets for the purposes of training artificial intelligence, machine learning and large language models ( AI/ML/LLM Models ) and create new services or products subject to the following conditions:

• a) any use of Data Sets for AI/ML/LLM Models must comply with DoxAI Australia Ltd Reinforcement Training Policy and privacy obligations.
• b) prior to use for AI/ML/LLM Models , DoxAI Australia Ltd warrants that it will ensure that all Data Sets are and is anonymised and de-identified in compliance with the DoxAI Australia Ltd Reinforcement Training Policy and applicable laws, such that the data cannot be used to identify any individual or entity; and
• c) the AI/ML/LLM Models trained using Anonymised Data will be used for the purpose of improving the provision of the SaaS models or Enterprise models provided by DoxAI Australis Ltd or any other AI/ML/LLM Models created, trained, provided, sold, and generated by DoxAI Australia Ltd .

AI/ML/LLM Training Outcomes means all creations, generations, and training outcomes from the Anonymised Data and all generated, created and developed AI/ML/LLM Models or new services or products, which is the property of the DoxAI Australia Ltd.

Standard Listing Partner Terms of Licence

1.1 These Standard Listing Partner Terms of Licence apply to transactions on the Platform between Listing Partners and Purchasers when Listing Partners have not provided their own terms and conditions of licence in respect of the Digital Products they offer.

1.2 We are not a party to these Standard Listing Partners Terms of Licence.

1.3 By entering into a transaction in respect of Digital Products for which the Listing Partner has not provided their own terms and conditions, each of the Listing Partner and the Purchaser agree to be bound by these Standard Listing Partner Terms of Licence.

1.4 In consideration for the Purchaser paying the Purchase Price for the Digital Products, the Listing Partner grants to the Purchaser a single, non-exclusive, royalty-free, irrevocable, non-sublicensable and non-transferable licence to download and use the Listing Partner’s Digital Product in accordance with these Standard Listing Partner Terms of Licence. All other uses are prohibited without the Listing Partner’s written consent.

1.5 When using a Digital Product, the Purchaser must not do or attempt to do anything that is unlawful or inappropriate, including:

• (a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
• (b) using the Digital Product to defame, harass, threaten, menace or offend any person, including using the Digital Product to send unsolicited electronic messages;
• (c) copying, in whole or in part, any of the Digital Product or its source code (without the Listing Partner’s written consent);
• (d) reproducing, retransmitting, distributing, selling or otherwise disseminating the Digital Product to any third party (without the Listing Partner’s written consent);
• (e) tampering with or modifying the Digital Product;
• (f) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Digital Product; or
• (g) facilitating or assisting a third party to do any of the above acts.

1.6 The Listing Partner agrees to use its best endeavours to make the Digital Product available at all times. However, from time to time the Listing Partner may perform reasonable scheduled and emergency maintenance, and the Digital Product may be unavailable during the times the Listing Partner is performing such maintenance.

1.7 The Listing Partner may terminate this Standard Listing Partner Terms of Licence if the Purchaser breaches clause 1.5.

1.8 The Purchaser may terminate this Standard Listing Partner Terms of Licence if the Listing Partner fails to make the Digital Products available to the Purchaser in accordance with clause 1.6.

1.9 These Standard Listing Partner Terms of Licence are governed by the laws of New South Wales.