Terms & Conditions

Effective date: July 1st, 2026 Version: 1.0

These terms and conditions (Terms) govern your access to and use of Alira, an AI-powered productivity and workflow platform for Australian real estate professionals, available at usealira.ai and any related websites, applications or interfaces we make available from time to time (Website).

Alira helps users connect everyday work tools, including email, calendar, CRM and workspace applications, and use AI-powered features and automations to assist with tasks such as drafting communications, summarising information, generating property-related content and managing workflows (Software).

In these Terms, “we”, “our” or “us” means Luke David Morgan trading as Alira ABN 73 121 725 408, and “you” or “your” means the person or entity acquiring or using a subscription to the Software.

These Terms govern:

1) your access to and use of the Software;

2) any subscription, trial, paid plan, multi-seat plan or other access arrangement we make available to you (Subscription); and

3) any related services, support, documentation, integrations or features we provide in connection with the Software.

You can view the most up-to-date version of these Terms at https://usealira.ai/tos. Please read these Terms carefully before accessing or using the Software, creating an account, starting a trial or purchasing a Subscription.

Your Subscription is for the plan, billing period, number of users, usage limits, inclusions and features selected by you through the Website, agreed with us in writing, or otherwise made available to you when you subscribe (Subscription Plan).

Your Subscription will continue to renew automatically, and you will continue to incur Subscription Fees, unless you cancel your Subscription in accordance with these Terms. Cancellation will take effect at the end of your then-current billing period, unless these Terms say otherwise.

READING AND ACCEPTING THESE TERMS

1) 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 table at the end of these Terms.

2) By creating an account, clicking “I accept”, starting a free trial, purchasing a Subscription, accessing or using the Software, or otherwise accepting the benefit of the Software, you agree to be bound by these Terms.

3) If you access or use the Software on behalf of a company, agency, business, partnership, trust or other organisation, you represent and warrant that you are authorised to accept these Terms on its behalf. In that case, “you” and “your” refer to both you and that organisation, unless the context requires otherwise.

4) We may update these Terms from time to time by giving you notice, including by email, through the Software or by publishing the updated Terms on our Website.

5) If a change is material and adversely affects your rights or obligations, we will take reasonable steps to give you reasonable prior notice before the change takes effect, unless the change is required sooner for legal, security or operational reasons.

6) Your continued use of the Software after the updated Terms take effect will constitute your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Software and cancel your Subscription in accordance with these Terms.

DURATION OF YOUR SUBSCRIPTION

1) Your Subscription and these Terms commence on the date you first agree to be bound by these Terms, create an Account, start a free trial, purchase a Subscription or otherwise access the Software, whichever occurs first.

2) If you start a free trial, your trial will continue until your free credits are used or the trial is otherwise ended in accordance with these Terms. After your free credits are used, you will need to purchase a paid Subscription to continue using the Software.

3) If you purchase a paid Subscription, your Subscription will continue for the billing period selected by you at the time of purchase or otherwise agreed with us in writing (Subscription Period).

4) Unless cancelled in accordance with these Terms, your Subscription will automatically renew for successive periods equal to the Subscription Period (Renewal Period), and you authorise us to continue charging the applicable Subscription Fees using your nominated payment method.

5) You may cancel your Subscription at any time through your Account or by any other cancellation method we make available to you. Unless we agree otherwise, cancellation will take effect at the end of your then-current Subscription Period or Renewal Period.

6) You will continue to have access to the Software until the end of your then-current Subscription Period or Renewal Period, unless your access is suspended or terminated earlier in accordance with these Terms.

7) We may give you notice before your Subscription renews, including notice of any changes to the Subscription Fees or these Terms. Renewal-related notices may be provided by email, in-app notification, through Stripe or our Online Payment Partner, or by any other method we make available from time to time. Any renewal notice will be provided in accordance with applicable laws and these Terms.

THE SOLUTION

Scope of your Subscription and the Solution

1) We will provide you with access to the Software, Documentation and related features included in your Subscription Plan (Solution).

2) Your Subscription includes the benefits, limitations, usage allowances, number of users, integrations and features set out on our Website, in your Account, or as otherwise agreed with us in writing.

3) The Software is an AI-powered productivity and workflow platform designed to assist Australian real estate professionals with tasks such as drafting communications, summarising information, generating property-related content, connecting work tools and managing workflows.

4) The Software is intended to assist your business workflows. It does not replace your professional judgment, legal obligations, regulatory obligations or responsibility for reviewing and approving any material before you use, publish or send it.

Accounts

1) To access and use the Solution, you may be required to create an account through the Website or any other sign-up process we make available (Account).

2) As part of creating and maintaining your Account, we may require you to provide information such as your name, business name, email address, phone number, billing details, payment details, user details, authentication details, connected account details and any other information reasonably required for us to provide the Solution.

3) You warrant that all information you provide to us is accurate, complete and up-to-date.

4) You must keep your Account login details secure and confidential, and must not share your Account with any other person.

5) You are responsible for all activity that occurs through your Account, including any activity by your Personnel or other Users.

6) We may accept, reject, suspend or cancel an Account where we reasonably consider it necessary to protect the Software, comply with law, prevent misuse, manage security risk, or enforce these Terms.

Agency and multi-seat accounts

1) If you purchase or access a multi-seat Subscription, you may be able to invite Users to access the Software under your Account.

2) You are responsible for ensuring that each User complies with these Terms and any applicable end user licence agreement, acceptable use policy or other terms we make available.

3) You must ensure that each User is authorised to access the relevant Account, connected accounts, data and integrations.

4) Unless we agree otherwise in writing, each User must have their own login and must not share login details with any other person.

5) If a User leaves your business, agency or organisation, you are responsible for removing or changing that User’s access to the Software and any connected accounts.

6) For agency or business Subscriptions, the Account belongs to the business or organisation that purchased or controls the Subscription, not to any individual User, unless we agree otherwise in writing.

AI outputs and disclaimers

1) You acknowledge and agree that the Software uses artificial intelligence and automated systems to generate, summarise, organise or suggest content, communications, workflows and other outputs (AI Outputs).

2) AI Outputs are provided as drafts and general information only. They may be inaccurate, incomplete, outdated, misleading, unsuitable for your circumstances or otherwise contain errors.

3) AI Outputs do not constitute legal, financial, tax, property, valuation, real estate, compliance, marketing or other professional advice.

4) You are solely responsible for reviewing, verifying, editing and approving all AI Outputs before you rely on them, publish them, send them to any person, use them in your business, or provide them to any client, customer, regulator or third party.

5) We do not guarantee that any AI Output will be accurate, complete, compliant, suitable, non-infringing or fit for any particular purpose.

6) You are responsible for complying with all laws, regulations, professional rules and industry requirements that apply to your business and your use of the Software, including real estate laws, property management laws, tenancy laws, advertising laws, privacy laws, spam laws and the Australian Consumer Law.

Software licence

1) While your Subscription is active, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Software and Documentation for your internal business purposes, subject to these Terms and the limits of your Subscription Plan.

2) Your licence is limited to the number of Users included in your Subscription Plan. If your Subscription Plan does not specify a number of Users, your licence is limited to one User.

3) You must not use the Software for any purpose outside the ordinary business purposes of an Australian real estate professional or related business, unless we agree otherwise in writing.

4) We may release updates, improvements, modifications, new versions, new features or changes to the Software from time to time (Enhancements).

5) Enhancements may change how the Software operates and may result in downtime, delays or changes to functionality. Unless required by law or expressly agreed with us in writing, you will not be entitled to any refund, credit or compensation for downtime, delays or changes caused by Enhancements.

6) We may add, remove, suspend, modify or replace any feature, integration, workflow, automation or part of the Software from time to time, provided we do not materially reduce the core functionality of your paid Subscription without giving you reasonable notice.

beta features

1) We may make available features, workflows, integrations, automations, tools or other functionality that we identify as beta, preview, experimental, early access or similar pre-release functionality (Beta Features).

2) Beta Features are provided for testing and evaluation purposes only and may be incomplete, unstable, unavailable, inaccurate or changed without notice.

3) To the maximum extent permitted by law, Beta Features are provided “as is” and “as available”, without warranties, guarantees or commitments of any kind, including as to availability, performance, accuracy, reliability, security, compatibility or fitness for purpose.

4) We may modify, limit, suspend, withdraw, discontinue or decide not to release any Beta Feature at any time, without liability to you.

5) You are responsible for reviewing and verifying all outputs, workflows, data and actions generated or performed using Beta Features before relying on them or using them in your business.

Support Services

1) We will provide general support where reasonably necessary to assist with technical issues relating to the Software (Support Services).

2) Unless otherwise agreed in writing:

1) we will take reasonable steps to respond to support requests within a reasonable time;

2) we do not guarantee that Support Services will be available 24/7 or within any specific response or resolution time;

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

4) we are not required to provide support for issues caused by your systems, devices, internet connection, connected accounts, third-party platforms, misuse of the Software, unauthorised modifications, or matters outside our reasonable control;

5) you are responsible for managing your Users, Account settings, access permissions, connected accounts and internal administration; and

6) unless required by law, you will not be entitled to any refund, credit or compensation for any delay, interruption or failure in Support Services.

DATA HOSTING

1) We will store and process User Data using third-party hosting, infrastructure, integration, authentication, billing, analytics and technology providers selected by us from time to time (Hosting Services).

2) You acknowledge and agree that the Software may rely on third-party providers, including cloud hosting providers, database providers, AI providers, integration middleware providers, payment processors and connected platform providers.

3) As at the date of these Terms, we use Supabase to host certain User Data in Sydney, Australia. However, you acknowledge that some User Data may be processed, transmitted or stored outside Australia by us or our third-party providers, including where required to provide AI processing, integrations, billing, support, security or other parts of the Software.

4) We will take reasonable steps to select reputable Hosting Services and to protect User Data against misuse, interference, loss, unauthorised access, modification or disclosure.

5) We do not guarantee that the Hosting Services, Software or User Data will be free from errors, defects, outages, interruptions, delays, cyber incidents, data loss, unauthorised access, malware, ransomware, viruses or other forms of interference.

6) You acknowledge and agree that the availability, performance and reliability of the Software may depend on third-party providers and connected platforms that are outside our control.

7) We may create backups of User Data as part of our ordinary business continuity processes. However, unless expressly agreed with us in writing, we do not guarantee that any backup will be available, complete, current or free from errors.

8) You are responsible for maintaining your own copies of any important information, records, documents or outputs that you require for your business, regulatory, accounting, compliance or record-keeping purposes.

CLIENT OBLIGATIONS

General obligations

1) You agree to:

1) provide us with all information, documentation, access, permissions, instructions and assistance reasonably required for us to provide the Solution;

2) ensure that all information, documentation, prompts, instructions, data and materials you provide to us or upload to the Software are accurate, complete, current and lawful;

3) obtain and maintain all consents, permissions and authorisations required for us to access, process and use any User Data, connected accounts, third-party platforms or other materials you provide or connect to the Software;

4) comply with all laws, regulations, professional rules and industry requirements that apply to your business and your use of the Solution; and

5) ensure that your Personnel and Users comply with these Terms.

2) You acknowledge and agree that the performance and accuracy of the Solution may depend on the quality, accuracy and completeness of the information, prompts, instructions, connected account data and materials you provide.

3) We will not be liable for any loss, damage, claim or expense arising from or in connection with the Solution to the extent caused or contributed to by:

1) information, documentation, prompts, instructions, data or materials provided by you or your Users being inaccurate, incomplete, outdated, misleading, unlawful or unsuitable;

2) your failure to review, verify or approve any AI Output before using, publishing, sending or relying on it;

3) your failure to comply with applicable laws, regulations, professional rules or industry requirements; or

4) your failure to maintain access to, or the proper operation of, any connected account, third-party platform, device, system or internet connection.

User Data and Client Material

1) You warrant that you have all rights, licences, consents and permissions required to upload, submit, connect, disclose and authorise us to process any User Data, Client Material or third-party information through the Solution.

2) You must not upload, submit, connect or process any User Data, Client Material or third-party information through the Solution unless you are legally entitled to do so.

3) You are responsible for all User Data and Client Material uploaded, submitted, connected, generated, used or made available through your Account or by your Users.

4) You acknowledge that User Data and Client Material may include personal information about your clients, customers, vendors, buyers, tenants, landlords, prospects, employees, contractors and other third parties.

5) You are responsible for providing all required privacy notices, obtaining all required consents, and ensuring that your use of the Solution complies with all applicable privacy, confidentiality, spam, marketing and data protection laws.

Your use of the Solution

1) You must, and must ensure that all Users, comply with these Terms and any applicable end user licence agreement, acceptable use policy or other terms we make available in connection with the Solution.

2) You must not, and must not encourage, permit or assist any User, Personnel or third party to:

1) use the Solution for any unlawful, fraudulent, misleading, deceptive, harmful, discriminatory, defamatory, offensive or inappropriate purpose;

2) use the Solution to generate, publish, send or distribute content that is unlawful, misleading, deceptive, discriminatory, defamatory, offensive, infringing or otherwise inappropriate;

3) use the Solution to provide legal, financial, tax, valuation, property, real estate, compliance or other professional advice unless you are appropriately qualified and authorised to do so, and have independently reviewed and approved the relevant output;

4) rely on any AI Output without first reviewing, verifying and approving it;

5) upload, submit, connect or process any information or material that infringes the rights of any person, including Intellectual Property Rights, confidentiality rights or privacy rights;

6) upload, submit, connect or process any information or material that contains viruses, malware, ransomware, harmful code or other malicious components;

7) use the Solution to send spam, unsolicited marketing, bulk communications or other communications in breach of applicable laws;

8) use the Solution to harass, intimidate, impersonate, stalk, threaten, bully, mislead or endanger any person;

9) share Account login details, allow unauthorised access to the Solution, or permit any person to use the Solution other than an authorised User;

10) exceed the number of Users, seats, credits, usage limits or other limits included in your Subscription Plan;

11) use the Solution in a way that is excessive, abusive, automated, programmatic, or inconsistent with ordinary business use by an Australian real estate professional;

12) resell, sublicense, commercialise, make available, or otherwise provide access to the Solution to any third party, except by allowing authorised Users to access the Solution in accordance with these Terms;

13) copy, reproduce, translate, adapt, modify, vary, reverse engineer, decompile or attempt to derive the source code, underlying models, prompts, systems, workflows or confidential logic of the Solution;

14) remove or alter any copyright, trade mark or other proprietary notice on or forming part of the Software, Documentation or Solution;

15) interfere with, disrupt, overload, damage or compromise the Software, our systems, our security, or any third-party platform connected to the Solution;

16) attempt to circumvent any technological protection measure, access control, usage limit, security feature, authentication process or other restriction in the Solution;

17) connect any third-party account, platform, CRM, email account, calendar, workspace, Slack account or other system unless you have authority to do so; or

18) use the Solution in any way that may damage our reputation, business, systems or relationships with users, suppliers or third-party providers.

3) If you become aware of any misuse of the Solution, unauthorised access to your Account, security issue, incorrect Account information, error in your User Data, or difficulty accessing or using the Solution, you must notify us promptly.

4) We may suspend, restrict or cancel your Account, Subscription or any User’s access if we reasonably consider that you or a User have breached this clause, created a security risk, misused the Solution, or used the Solution in a way that may expose us, the Software, other users or third-party providers to legal, operational, reputational or security risk.

FEES AND PAYMENT

Trial credits

1) We may offer new users a free trial or free credits to access and use the Software (Trial Credits).

2) Unless we agree otherwise, new users will receive 100 Trial Credits when they create an Account.

3) No Subscription Fees will be payable for the use of Trial Credits.

4) Once your Trial Credits are used, expire or are withdrawn, you will need to purchase a paid Subscription to continue accessing and using the Software.

5) We may change, suspend or withdraw Trial Credits at any time, provided this will not affect any Trial Credits already validly issued to your Account unless we reasonably suspect misuse, fraud or breach of these Terms.

REFERRAL PROGRAM

1) We may offer an in-product referral program that allows eligible existing customers to refer new customers to Alira and receive a discount, credit or other benefit if the referred customer signs up for a paid Subscription through the referral process we make available (Referral Program).

2) Unless we state otherwise, a referral benefit is only earned when the referred customer creates an Account, signs up using the applicable referral link, code or process, becomes a paying customer, and satisfies any eligibility conditions we notify from time to time.

3) Referral benefits may apply to the referring customer, the referred customer, or both, as described in the Referral Program terms, in-product notices or promotional materials we make available from time to time.

4) Referral benefits are not cash, are not transferable, and may only be used as discounts or credits against Subscription Fees unless we expressly state otherwise.

5) We may change, suspend, withdraw or end the Referral Program, or any referral benefit, at any time. However, this will not affect referral benefits already validly earned, unless we reasonably suspect misuse, fraud, self-referral, sham referrals, duplicate accounts, misleading conduct, breach of these Terms, or other abuse of the Referral Program.

6) We may withhold, cancel, reverse or claw back any referral benefit if we reasonably consider that the referral was invalid, fraudulent, abusive, generated through self-referral or duplicate accounts, or otherwise inconsistent with the purpose of the Referral Program.

Subscription Fees

1) You must pay the subscription fees specified on the Website, in your Account, at checkout, or as otherwise agreed with us in writing (Subscription Fees).

2) Subscription Fees are payable in advance on a monthly or annual basis, depending on the Subscription Plan and billing period selected by you.

3) Unless otherwise stated, Subscription Fees are charged per User.

4) By purchasing a Subscription, you authorise us and our Online Payment Partner to charge your nominated payment method for all Subscription Fees and any other amounts payable under these Terms.

5) Subscription Fees are non-refundable for change of mind, partial billing periods, unused features, unused credits, unused seats, unused annual subscriptions or failure to use the Software, except as required by law.

Automatic recurring billing

1) Your Subscription will continue to renew automatically unless you cancel it in accordance with these Terms.

2) While your Subscription remains active, your Subscription Fees will continue to be charged at the beginning of each Subscription Period or Renewal Period using your nominated payment method.

3) By signing up for a recurring Subscription, you acknowledge that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges incurred before your Subscription is cancelled.

4) You must ensure that your payment details remain current and that your nominated payment method can be charged when payment is due.

Changes to Subscription Fees

1) We may change the Subscription Fees from time to time by giving you reasonable notice.

2) Any change to your Subscription Fees will take effect from the start of your next Renewal Period, unless we tell you otherwise.

3) If you do not agree to a change to your Subscription Fees, you may cancel your Subscription before the change takes effect.

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

Late or failed payments

1) If a payment is late, declined, reversed, charged back or otherwise not received when due, we may:

1) notify you and request updated payment details;

2) re-attempt payment through our Online Payment Partner;

3) suspend or restrict access to all or part of the Software until payment is received; and

4) cancel your Subscription if payment remains outstanding.

2) You remain responsible for all amounts payable up to the date your Subscription is cancelled.

GST

1) Unless otherwise stated, Subscription Fees are exclusive of GST.

2) If GST is payable in respect of any supply made under these Terms, you must pay us an additional amount equal to the GST payable, subject to us providing a valid tax invoice.

Card surcharges

We may charge payment processing, card or transaction surcharges where permitted by law.

Online Payment Partner

1) We may use a third-party payment provider, including Stripe, to process payments, manage billing and collect Subscription Fees (Online Payment Partner).

2) Your payment may be subject to the Online Payment Partner’s terms, conditions and privacy policy.

3) We are not responsible for any loss, damage, delay, error, security issue or payment failure caused by the Online Payment Partner, except to the extent caused by our breach of these Terms, negligence or wilful misconduct.

4) We may correct, or instruct our Online Payment Partner to correct, any error or mistake in collecting or processing your payment.

INTELLECTUAL PROPERTY AND DATA

Our Intellectual Property

1) We own or licence all Intellectual Property Rights in the Software, Solution, Website, Documentation, Software Content, platform architecture, workflows, automations, prompts, templates, designs, branding, know-how, systems, processes, technology, source code, object code, databases, interfaces and any other materials we make available to you in connection with the Solution.

2) Nothing in these Terms transfers any Intellectual Property Rights in the Solution to you.

3) Subject to your compliance with these Terms and payment of all applicable Subscription Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Solution during your Subscription for your internal business purposes.

4) You must not, without our prior written approval:

1) copy, reproduce, modify, adapt, translate, publish, communicate, distribute, sell, resell, commercialise or create derivative works from the Solution;

2) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying structure, algorithms, models, prompts, workflows, systems or confidential logic of the Solution;

3) remove or alter any copyright, trade mark or other proprietary notice on or forming part of the Solution;

4) use the Solution to develop, train, improve or benchmark any competing product or service; or

5) use our name, trade marks, logos, branding or other business identifiers without our prior written approval.

Your User Data

1) You retain ownership of all User Data you upload, submit, connect, provide or otherwise make available through the Solution.

2) You grant us a non-exclusive, worldwide, royalty-free licence to access, use, host, store, copy, transmit, process, analyse, display and disclose User Data to the extent reasonably required to:

1) provide, maintain, secure, support and improve the Solution;

2) operate integrations and connected accounts authorised by you;

3) generate, display and deliver AI Outputs;

4) troubleshoot errors, security issues and technical issues;

5) comply with applicable laws; and

6) exercise our rights and perform our obligations under these Terms.

3) We will not use User Data to train artificial intelligence models, unless you expressly agree otherwise in writing.

4) We may use aggregated and de-identified information derived from use of the Solution for analytics, product improvement, security, reporting and business purposes, provided that information does not identify you, your Users or any individual.

5) You warrant that:

1) you have all rights, licences, consents, permissions and authority required to provide User Data to us and to authorise us to process it in accordance with these Terms;

2) User Data does not infringe any person’s Intellectual Property Rights, privacy rights, confidentiality rights or other rights;

3) User Data is accurate, complete and lawful; and

4) your use of the Solution in connection with User Data complies with all applicable laws, including privacy, spam, marketing, real estate and consumer laws.

6) You indemnify us against all loss, damage, cost, expense and liability arising from any claim that User Data infringes any person’s rights or that your provision, use or processing of User Data through the Solution breaches any applicable law.

AI Outputs

1) Subject to your compliance with these Terms, you own any AI Outputs generated for you through the Solution.

2) You acknowledge that AI Outputs are generated using artificial intelligence and may not be unique to you. Similar or identical outputs may be generated for other users.

3) We do not claim ownership of AI Outputs generated for you, but you grant us a non-exclusive, worldwide, royalty-free licence to use, host, store, copy, transmit, process, display and disclose AI Outputs to the extent reasonably required to provide, maintain, secure, support and improve the Solution.

4) You are solely responsible for reviewing, verifying, editing and approving all AI Outputs before using, publishing, sending, relying on or providing them to any person.

5) We do not warrant that any AI Output will be accurate, complete, current, compliant, suitable, non-infringing or fit for any particular purpose.

Feedback

1) If you provide us with any feedback, suggestions, ideas, improvements, requests or recommendations about the Solution (Feedback), you grant us a perpetual, irrevocable, worldwide, royalty-free and transferable licence to use, reproduce, modify, commercialise and otherwise exploit that Feedback for any purpose.

2) We are not required to compensate you for any use of Feedback.

THIRD PARTY SOFTWARE & terms

Third Party Services

1) You acknowledge and agree that the Solution may rely on, integrate with, or be made available through third-party products, platforms, software, APIs, infrastructure and services (Third Party Services).

2) Third Party Services may include AI providers, hosting providers, database providers, authentication providers, integration middleware providers, payment processors, analytics providers, email providers, calendar providers, CRM providers, workspace providers and other connected platforms.

3) As at the date of these Terms, Third Party Services may include Anthropic, Supabase, Pipedream, and Stripe. Third-party services connected by customers through Pipedream, including CRMs, email, calendar, workspace tools and other customer-selected platforms, are treated as Connected Accounts and customer-connected third-party services rather than our core operational providers.

4) Your use of Third Party Services may be subject to separate terms, conditions, policies, fees, usage limits and technical requirements imposed by the relevant third-party provider (Third Party Terms).

5) You must comply with all Third Party Terms that apply to your use of the Solution and any Third Party Services.

6) We are not responsible for any Third Party Services, including their availability, performance, security, accuracy, functionality, errors, outages, data handling, pricing, policies, terms, API limits or changes.

7) We will not be liable for any loss, damage, delay, interruption, error, failure or reduction in functionality caused or contributed to by any Third Party Services, except to the extent caused by our breach of these Terms, negligence or wilful misconduct.

8) We may add, change or replace AI providers at any time, provided that we continue to preserve the no-training commitment in these Terms and the data-handling commitments described in these Terms, our Privacy Policy and any Data & Security page we make available.

Third Party Integrations

1) You may be able to connect the Solution to third-party accounts, systems or platforms, including email accounts, calendars, CRMs, workspace applications, Slack accounts and other tools (Connected Accounts).

2) You represent and warrant that you have all rights, permissions and authority required to connect each Connected Account to the Solution and to allow us to access, process, transmit and use data from that Connected Account for the purpose of providing the Solution.

3) You acknowledge and agree that issues may arise when data is uploaded, transferred, synced, processed or integrated between the Solution and Third Party Services, including delays, errors, duplication, loss of data, incomplete data, incorrect data, permission issues or integration failures.

4) We do not guarantee that any integration with a Third Party Service will be available, uninterrupted, error-free, secure, complete, current or compatible with the Solution at all times.

5) We may suspend, disable, modify or remove an integration at any time if we reasonably consider it necessary for security, technical, legal, operational or commercial reasons.

6) If you disconnect a Connected Account, revoke permissions, change settings, remove access, fail to renew an account, breach Third Party Terms, or if a Third Party Service changes or restricts its service, the functionality of the Solution may be affected.

User changes and unauthorised integrations

1) You must not modify, interfere with, reverse engineer, add code to, integrate with, connect to or otherwise alter the Software except through functionality, APIs, integrations or instructions we expressly make available.

2) If you make or attempt to make any unauthorised change, connection, integration or modification to the Solution (User Software Change), you acknowledge and agree that:

1) the User Software Change may adversely affect the Solution;

2) you are responsible for all loss, damage, cost and expense arising from the User Software Change;

3) we will not be liable for any failure, defect, error, outage, data loss or security issue caused or contributed to by the User Software Change;

4) we may require you to remove or reverse the User Software Change; and

5) we may suspend or restrict your access to the Solution until the User Software Change is removed or resolved.

CONFIDENTIALITY

1) Each party must keep the other party’s Confidential Information confidential and must not use or disclose that Confidential Information except:

1) to perform its obligations or exercise its rights under these Terms;

2) with the other party’s prior written consent;

3) to its Personnel, advisers, contractors and service providers who need to know the information for a purpose connected with these Terms, provided they are subject to confidentiality obligations; or

4) as required by law, a regulator, a court, a stock exchange or a government authority.

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

3) You acknowledge and agree that we may disclose your Confidential Information to our third-party providers to the extent reasonably required to provide, secure, support and improve the Solution.

4) Confidential Information does not include information that:

1) is or becomes public knowledge other than because of a breach of these Terms;

2) was already known by the receiving party without an obligation of confidentiality;

3) is independently developed by the receiving party without using the disclosing party’s Confidential Information; or

4) is lawfully received from a third party without an obligation of confidentiality.

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

6) The obligations in this clause survive termination or expiry of these Terms.

PRIVACY

1) We collect, hold, use and disclose personal information in accordance with our Privacy Policy, available at https://usealira.ai/privacy-policy

2) We may collect personal information about you, your Personnel and your Users when you create an Account, purchase a Subscription, use the Software, connect third-party accounts, contact us, or otherwise interact with us.

3) You acknowledge that the User Data you upload, submit, connect or process through the Solution may include personal information about your clients, customers, vendors, buyers, tenants, landlords, prospects, employees, contractors and other third parties.

4) You must ensure that you have provided all required privacy notices and obtained all required consents, permissions and authorisations for us to collect, hold, use, disclose, process and store personal information in accordance with these Terms and our Privacy Policy.

5) You must not upload, submit, connect or process any personal information through the Solution unless you are legally entitled to do so.

6) You acknowledge and agree that personal information may be disclosed to our third-party providers, including hosting providers, AI providers, integration providers, payment processors and connected platform providers, to the extent reasonably required to provide, secure, support and improve the Solution.

7) By using the Solution, you agree to our handling of personal information in accordance with these Terms and our Privacy Policy.

LIABILITY

Warranties and service limitations

1) We will use reasonable care and skill in providing the Solution.

2) We warrant that, during your Subscription, the Software will be provided substantially in accordance with these Terms and any Documentation we make available to you.

3) We do not warrant that:

1) the Solution will be uninterrupted, error-free, secure or available at all times;

2) the Solution will be compatible with all systems, devices, browsers, software, platforms, third-party accounts or integrations;

3) any AI Output will be accurate, complete, current, compliant, suitable, non-infringing or fit for any particular purpose;

4) the Solution will produce any particular business, productivity, sales, listing, lead, communication, compliance or financial outcome;

5) any data, information or content made available through the Solution will be accurate, complete, current or reliable; or

6) any issue, error, defect, outage or integration failure will be resolved within a particular timeframe.

4) You acknowledge and agree that:

1) the Solution uses artificial intelligence and automated systems, which may produce incorrect, incomplete, misleading or unsuitable outputs;

2) you are responsible for reviewing, verifying, editing and approving all AI Outputs before using, publishing, sending, relying on or providing them to any person;

3) the Solution may rely on User Data, prompts, instructions, connected accounts and third-party platforms, and the quality of the Solution may be affected by the accuracy, completeness and availability of those inputs and systems; and

4) the Solution is not a substitute for your professional judgment or your compliance with applicable laws, regulations, professional rules or industry requirements.

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

6) Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded, restricted or modified under the Australian Consumer Law or any other applicable law.

Australian Consumer Law

1) If the Australian Consumer Law applies to any goods or services supplied under these Terms, you may be entitled to certain rights and remedies that cannot be excluded, restricted or modified.

2) To the maximum extent permitted by law, where we are permitted to limit our liability for a failure to comply with a consumer guarantee, our liability is limited, at our option, to:

1) in the case of goods, replacing the goods, supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or paying the cost of repairing the goods; and

2) in the case of services, supplying the services again or paying the cost of having the services supplied again.

Liability cap

1) To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with these Terms, the Solution or your Subscription, whether arising in contract, tort including negligence, statute, equity or otherwise, is limited to the total Subscription Fees paid by you to us in the 6 months immediately before the event giving rise to the liability.

2) The limitation in clause 12.3(a) does not apply to liability that cannot be limited under applicable law.

Consequential loss

1) To the maximum extent permitted by law, we will not be liable to you for any Consequential Loss arising out of or in connection with these Terms, the Solution or your Subscription.

2) In this clause, Consequential Loss includes any loss of profit, revenue, anticipated savings, business, opportunity, goodwill, reputation, data, use, contract, client, listing, sale, commission, productivity or commercial outcome, whether direct or indirect.

Exclusions from your liability cap

1) Any limitation of your liability under these Terms does not apply to your liability arising from:

1) your breach of clause 6;

2) your breach of clause 8;

3) your breach of clause 9;

4) your breach of clause 10;

5) your infringement of our Intellectual Property Rights;

6) your misuse of the Solution;

7) your breach of applicable laws; or

8) your obligation to pay Subscription Fees or any other amounts payable under these Terms.

UPGRADES AND DOWNGRADES

1) You may upgrade or downgrade your Subscription Plan, change your billing period, or add or remove Users through your Account or by contacting us, subject to the functionality we make available from time to time.

2) If you upgrade your Subscription Plan or add Users during a Subscription Period:

1) we may provide access to the upgraded Subscription Plan or additional Users immediately or as soon as reasonably practicable;

2) we may charge you the applicable additional Subscription Fees immediately, on a pro-rated basis, or at the start of your next billing period; and

3) the upgraded Subscription Plan or additional Users will continue to apply in each Renewal Period unless you downgrade or remove Users in accordance with these Terms.

3) If you downgrade your Subscription Plan, change from annual billing to monthly billing, or remove Users during a Subscription Period:

1) the downgrade or removal will take effect at the end of your then-current Subscription Period, unless we agree otherwise;

2) you will continue to have access to your existing Subscription Plan and Users until the end of your then-current Subscription Period; and

3) you will not be entitled to a refund, credit or pro-rated reduction for any unused features, Users, credits or time, except as required by law.

4) You acknowledge that downgrading your Subscription Plan or reducing Users may result in loss of access to certain features, usage limits, integrations, automations, data, settings or functionality.

5) You are responsible for exporting or retaining any information you require before downgrading your Subscription Plan, removing Users or cancelling your Subscription.

CANCELLATION

Cancellation by you

1) You may cancel your Subscription at any time through your Account or by any other cancellation method we make available.

2) Unless we agree otherwise, cancellation will take effect at the end of your then-current Subscription Period or Renewal Period.

3) You will continue to have access to the Software until the end of your then-current Subscription Period or Renewal Period, unless your access is suspended or terminated earlier in accordance with these Terms.

4) To the maximum extent permitted by law, we do not provide refunds or credits for partial billing periods, unused features, unused credits, unused seats, unused annual subscriptions or failure to use the Software.

Cancellation or termination by us

1) We may cancel your Subscription by giving you reasonable notice.

2) We may suspend, restrict or terminate your access to the Solution immediately by written notice if:

1) you fail to pay any amount when due;

2) you breach these Terms and fail to remedy the breach within 10 Business Days after we ask you to do so;

3) you breach these Terms and the breach cannot reasonably be remedied;

4) you or any User misuse the Solution, breach the acceptable use requirements, exceed fair use limits, share seats or login details, or create a legal, security, operational or reputational risk for us;

5) you or any User infringe our Intellectual Property Rights or the rights of a third party;

6) we are required to do so by law, a regulator, a court, a third-party provider or a connected platform provider; or

7) continuing to provide the Solution to you is no longer commercially, technically or legally practical.

3) If we terminate your Subscription for convenience under clause 14.2(a), we will provide you with a pro-rated refund for any prepaid Subscription Fees relating to the unused portion of your then-current Subscription Period, unless otherwise agreed.

4) If we suspend, restrict or terminate your access under clause 14.2(b), you will not be entitled to any refund or credit, except as required by law.

Effect of cancellation or termination

1) On cancellation or termination of your Subscription:

1) your right to access and use the Solution will end;

2) we may disable your Account and any User access;

3) you must stop using the Software and Documentation;

4) any outstanding Subscription Fees or other amounts payable to us will become immediately due and payable; and

5) we may retain, delete or de-identify User Data in accordance with these Terms, our Privacy Policy and our ordinary data retention practices.

2) You are responsible for exporting or saving any User Data, AI Outputs, records or materials you require before your Subscription ends.

3) We are not responsible for any loss of User Data, AI Outputs, records or materials after your Subscription ends, except to the extent caused by our breach of these Terms, negligence or wilful misconduct.

4) Any clauses that by their nature should survive cancellation or termination will continue to apply, including clauses relating to payment, intellectual property, data, confidentiality, privacy, liability, indemnities and dispute resolution.

DISPUTE RESOLUTION

1) If a dispute arises out of or in connection with these Terms, either party may give the other party written notice setting out reasonable details of the dispute (Dispute Notice).

2) Within 14 days after a Dispute Notice is given, the parties must use reasonable endeavours to resolve the dispute in good faith.

3) If the dispute is not resolved within 14 days after the Dispute Notice is given, either party may commence legal proceedings.

4) Nothing in this clause prevents either party from seeking urgent interlocutory, injunctive or equitable relief.

FORCE MAJEURE

1) 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 or contributed to by a Force Majeure Event.

2) 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 may affect our ability to perform our obligations.

3) Our affected obligations will be suspended for the duration of the Force Majeure Event, to the extent those obligations are affected by the Force Majeure Event.

4) In these Terms, a Force Majeure Event means any event or circumstance beyond our reasonable control, including:

1) natural disasters, storms, floods, fires, earthquakes, explosions or other acts of God;

2) war, terrorism, sabotage, civil unrest, riots, strikes or industrial action;

3) epidemic, pandemic, public health emergency or government restriction;

4) power outages, internet outages, telecommunications failures, cyber incidents, denial of service attacks, malware, ransomware or security incidents;

5) failure, outage, disruption or change affecting any third-party provider, hosting service, AI provider, integration provider, payment processor, connected platform, API or other service we rely on to provide the Solution; and

6) any law, direction, order, restriction or action by a government authority, regulator, court or third-party platform provider.

NOTICES

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

2) We may give you notices or other communications by:

1) email to the email address linked to your Account or otherwise provided by you;

2) notification through the Software;

3) notice on our Website; or

4) any other method permitted by law.

3) You may give us notices or other communications by email to hello@usealira.ai, or by any other method we make available for that purpose.

4) You are responsible for keeping your Account email address and contact details up to date.

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

6) A notice given through the Software or published on our Website will be taken to be given when it is made available, unless the notice states a later effective date.

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

GENERAL

Governing law and jurisdiction

1) These Terms are governed by the laws of Western Australia.

2) Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and the courts competent to hear appeals from those courts.

3) Each party waives any objection to legal proceedings being brought in those courts on the basis that the proceedings have been brought in an inconvenient forum.

Waiver

1) A party will not be taken to have waived any right under these Terms unless the waiver is in writing and signed by that party.

2) A waiver of one right or breach will not operate as a waiver of any other right or breach.

Severance

If any provision of these Terms is wholly or partly void, invalid, illegal or unenforceable, that provision is severed to the extent required, and the validity and enforceability of the remainder of these Terms is not affected.

Assignment

1) You must not assign, novate or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.

2) We may assign, novate or otherwise transfer any of our rights or obligations under these Terms to:

1) a related body corporate;

2) a successor entity;

3) a purchaser of all or part of our business or assets; or

4) any entity that acquires, operates or continues the Alira business,

provided the transfer does not materially reduce your rights under these Terms.

3) You agree to sign any documents and do anything reasonably required to give effect to a transfer under clause 18.4(b).

Entire agreement

These Terms, together with any documents incorporated by reference, constitute the entire agreement between the parties in relation to the Solution and supersede all prior discussions, representations, understandings and agreements relating to that subject matter.

Relationship of the parties

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

Subcontracting

We may subcontract or delegate any part of the provision of the Solution to our Personnel, contractors or third-party providers, provided we remain responsible for our obligations under these Terms.

Interpretation

In these Terms, unless the context requires otherwise:

1) words in the singular include the plural, and vice versa;

2) a reference to $ or dollars is to Australian dollars;

3) a reference to a party includes that party’s executors, administrators, successors and permitted assigns;

4) a reference to a person includes an individual, corporation, partnership, trust, association, government body or other entity;

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

6) a reference to any law includes that law as amended, replaced or re-enacted from time to time;

7) the words “including”, “for example” and similar expressions are not words of limitation;

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

9) no provision will be interpreted adversely to a party merely because that party prepared the provision or these Terms.

DEFINITIONS

· Account — means an account created by you or a User to access and use the Software.

· AI Outputs — means any content, communication, summary, recommendation, workflow, response, suggestion, draft or other output generated, assisted or produced by the Software using artificial intelligence or automated systems.

· Australian Consumer Law — means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

· Business Day — means a day that is not a Saturday, Sunday or public holiday in Western Australia.

· Confidential Information — means information of or provided by a party that is confidential in nature, designated as confidential, or that the receiving party knows or ought reasonably to know is confidential, but does not include information that is or becomes public knowledge other than because of a breach of confidentiality.

· Connected Account — means any third-party account, platform, software, application, tool or system that you or a User connect to, authorise or use with the Software, including email, calendar, CRM, workspace, Slack, Google, Microsoft, Salesforce or similar accounts.

· Consequential Loss — has the meaning given in clause 12.4.

· Documentation — means any manuals, help files, guides, instructions, specifications, support materials and other documents we make available to you relating to the Software, whether in electronic or hardcopy form.

· Enhancements — has the meaning given in clause 4.5.

· Feedback — has the meaning given in clause 8.4.

· Force Majeure Event — has the meaning given in clause 16.

· Hosting Services — has the meaning given in clause 5.

· Intellectual Property Rights — means any present or future intellectual and industrial property rights throughout the world, whether registered or unregistered, including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, confidential information, trade secrets, know-how, technical data and other proprietary rights, and any rights to registration or renewal of those rights.

· Online Payment Partner — has the meaning given in clause 7.8.

· Personnel — means, in respect of a party, its officers, employees, contractors, subcontractors, agents and advisers.

· Renewal Period — has the meaning given in clause 3.

· Software — has the meaning given in the introductory section of these Terms.

· Solution — has the meaning given in clause 4.1.

· Subscription — has the meaning given in the introductory section of these Terms.

· Subscription Fees — has the meaning given in clause 7.2.

· Subscription Period — has the meaning given in clause 3.

· Subscription Plan — means the plan, billing period, number of Users, usage limits, inclusions and features selected by you through the Website, agreed with us in writing, or otherwise made available to you when you subscribe.

· Support Services — has the meaning given in clause 4.6.

· Terms — means these terms and conditions, as amended from time to time.

· Third Party Services — has the meaning given in clause 9.1.

· Third Party Terms — has the meaning given in clause 9.1.

· Trial Credits — has the meaning given in clause 7.1.

· User — means you and any person you invite, authorise or permit to access or use the Software under your Account or Subscription.

· User Data — means any data, information, prompts, instructions, files, documents, content, materials, personal information, records, account data, connected account data or other materials uploaded, submitted, connected, generated, transmitted or otherwise made available through the Software by you, your Personnel or any User.

· Website — means usealira.ai and any other website, application, interface or platform operated by us in connection with the Solution.

1. End User Licence Agreement and Acceptable Use Policy

KEY TERMS

· Account Holder — means the person, business, agency, company or organisation that holds or controls the relevant Account or Subscription.

· Alira — means the AI-powered productivity and workflow platform for Australian real estate professionals, available at usealira.ai and any related websites, applications or interfaces we make available from time to time.

· EULA — means this End User Licence Agreement and Acceptable Use Policy.

· Licensed Materials — means the Software, Documentation, workflows, automations, templates, prompts, interfaces, features and other materials we make available to you through or in connection with Alira.

· Purpose — means using Alira for legitimate business and professional purposes connected with real estate, property management, agency operations, client communications, workflow automation and related productivity tasks.

· Service Provider — means Luke David Morgan trading as Alira ABN 73 121 725 408

· Terms — means the Alira Terms and Conditions that apply between us and the Account Holder or any other person who subscribes to or accesses Alira.

· You/End User — means you, being any individual who accesses or uses Alira, including as an employee, contractor, representative, agent or authorised user of an Account Holder.

APPLICATION AND ACCEPTANCE

1) This End User Licence Agreement and Acceptable Use Policy applies to each User who accesses or uses the Software.

2) Unless the context requires otherwise, capitalised terms used in this Schedule have the meaning given in the Terms.

3) By accessing or using the Software, you agree to comply with this Schedule.

4) If you do not agree to this Schedule, you must not access or use the Software.

5) You acknowledge that the Account Holder may control your access to the Software, including by inviting you to the Account, setting permissions, changing your access, removing you as a User, or cancelling the relevant Subscription.

USE OF LICENSED MATERIALS

Grant of licence

1) Subject to this EULA and the Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Licensed Materials for the Purpose.

2) You must only use the Licensed Materials:

1) for the Purpose;

2) in accordance with this EULA, the Terms and any Documentation;

3) within the access permissions, user role, seat allocation and usage limits applying to your Account;

4) in connection with the Account Holder’s legitimate business activities; and

5) in compliance with any reasonable restrictions or instructions notified by us or the Account Holder from time to time.

Restrictions on licence

1) You must not, without our prior written approval:

1) copy, reproduce, modify, adapt, translate, publish, communicate, distribute, sell, resell, commercialise or create derivative works from the Licensed Materials;

2) provide, disclose, sublicense, transfer, share or otherwise make the Licensed Materials available to any third party;

3) share your login details or allow any other person to access the Licensed Materials through your Account;

4) access or use the Licensed Materials for any person or organisation other than the Account Holder that authorised your access;

5) remove or alter any copyright, trade mark or other proprietary notice on or forming part of the Licensed Materials;

6) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying structure, prompts, workflows, systems, models, algorithms or confidential logic of the Licensed Materials;

7) attempt to circumvent any technological protection measure, access control, usage limit, authentication process or security feature of the Licensed Materials;

8) use the Licensed Materials to develop, train, improve, benchmark or provide any competing product or service;

9) scrape, extract, harvest, bulk download or otherwise misuse any data, output or content from the Licensed Materials; or

10) use the Licensed Materials in any way that exceeds your authorised access or is inconsistent with the Purpose.

Limitations of Licensed Materials

1) You acknowledge and agree that the Licensed Materials use artificial intelligence and automated systems, and may generate outputs that are inaccurate, incomplete, outdated, misleading, unsuitable or otherwise contain errors.

2) We do not guarantee that:

1) the Licensed Materials will be uninterrupted, error-free, secure or available at all times;

2) any output generated through the Licensed Materials will be accurate, complete, current, compliant, suitable, non-infringing or fit for any particular purpose;

3) the Licensed Materials will produce any particular business, productivity, sales, listing, lead, communication, compliance or financial outcome; or

4) the Licensed Materials will be compatible with all systems, devices, browsers, software, third-party platforms or integrations.

3) You are responsible for reviewing, verifying, editing and approving all outputs before using, publishing, sending, relying on or providing them to any person.

DISCLAIMERS

1) You acknowledge and agree that the Licensed Materials use artificial intelligence and automated systems, and may produce outputs that are inaccurate, incomplete, outdated, misleading, unsuitable or otherwise contain errors.

2) You are solely responsible for reviewing, verifying, editing and approving all outputs generated through the Licensed Materials before using, publishing, sending, relying on or providing them to any person.

3) The Licensed Materials do not provide legal, financial, tax, property, valuation, real estate, compliance, marketing or other professional advice.

4) We do not guarantee that:

1) the Licensed Materials will be uninterrupted, error-free, secure or available at all times;

2) any output generated through the Licensed Materials will be accurate, complete, current, compliant, suitable, non-infringing or fit for any particular purpose;

3) the Licensed Materials will produce any particular business, productivity, sales, listing, lead, communication, compliance or financial outcome; or

4) any data, information or content made available through the Licensed Materials will be accurate, complete, current or reliable.

5) We are not responsible for any loss, damage, claim or expense arising from or in connection with:

1) your reliance on any output generated through the Licensed Materials without first reviewing and approving it;

2) your use of the Licensed Materials in breach of this EULA or the Terms;

3) your failure to comply with applicable laws, regulations, professional rules or industry requirements;

4) your use of, or reliance on, any third-party platform, integration, connected account or service;

5) unauthorised access to, or use of, your account, device, systems or data, except to the extent caused by our breach of this EULA, negligence or wilful misconduct; or

6) any prompts, instructions, data, content or materials you provide or make available through the Licensed Materials.

6) You must take reasonable precautions to protect your devices, systems, login details and data from unauthorised access, misuse, malware, ransomware, viruses, malicious code and other security risks.

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

8) Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded, restricted or modified under the Australian Consumer Law or any other applicable law.

9) To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with this EULA or the Licensed Materials is limited to the amount paid by the Account Holder to us for your access to the Licensed Materials in the 6 months immediately before the event giving rise to the liability.

10) To the maximum extent permitted by law, we will not be liable to you for any loss of profit, revenue, anticipated savings, business, opportunity, goodwill, reputation, data, use, contract, client, listing, sale, commission, productivity or commercial outcome, whether direct or indirect.

11) The limitations and exclusions in this clause do not apply to liability that cannot be limited or excluded under applicable law.

TERMINATION

Automatic termination

1) This EULA will automatically terminate, and your licence to the Licensed Materials will be immediately revoked, if:

1) the Account Holder’s Subscription expires or is terminated;

2) your access is removed or disabled by the Account Holder;

3) your access is removed or disabled by us in accordance with the Terms or this EULA; or

4) you are no longer authorised to access the Licensed Materials.

Termination or suspension by us

1) We may suspend, restrict or terminate your access to the Licensed Materials immediately by notice to you, or by disabling your access, if:

1) you breach this EULA or the Terms;

2) you misuse the Licensed Materials or use them outside the Purpose;

3) you share login details or allow unauthorised access to the Licensed Materials;

4) you attempt to reverse engineer, scrape, interfere with, overload, compromise or circumvent the Licensed Materials;

5) your use of the Licensed Materials creates a legal, security, operational or reputational risk for us, the Account Holder, other users or any third-party provider;

6) we are required to do so by law, a regulator, a court, a third-party provider or a connected platform provider; or

7) the Account Holder asks us to remove or disable your access.

Effect of termination

1) On termination or expiry of this EULA, you must immediately stop accessing and using the Licensed Materials.

2) Termination or expiry of this EULA does not affect any rights, remedies or obligations that arose before termination or expiry.

3) Any obligations that by their nature should survive termination or expiry will continue to apply, including obligations relating to intellectual property, confidentiality, privacy, disclaimers, liability and restrictions on use.

Your data on termination

1) You are responsible for saving or exporting any information, records or outputs you require before your access to the Licensed Materials ends.

2) We are not responsible for any loss of data, information, records or outputs after your access ends, except to the extent caused by our breach of this EULA, negligence or wilful misconduct.

GENERAL

Governing law and jurisdiction

1) This EULA is governed by the laws of Western Australia.

2) Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and the courts competent to hear appeals from those courts.

3) Each party waives any objection to legal proceedings being brought in those courts on the basis that the proceedings have been brought in an inconvenient forum.

1) words in the singular include the plural, and vice versa;

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

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

4) a reference to any law includes that law as amended, replaced or re-enacted from time to time;

5) the words “including”, “for example” and similar expressions are not words of limitation; and

6) headings are for convenience only and do not affect interpretation.