Terms of Service

Our disclosures (read this first)

Please read these Terms carefully before you start using youl. In particular, we draw your attention to:

• Our Privacy Policy, available on the Site, which explains how we collect, use, disclose and store your personal information, including how we may use de-identified personal information in our AI and machine learning systems.
• Clause 1.3 (Changes to these Terms), which sets out how we can amend these Terms.
• Clause 5 (Plans, subscriptions, lifetime access and payment), which explains how our Free and Pro plans work (including monthly subscriptions and the Pro Lifetime Plan), and our position on refunds.
• Clause 10 (Consumer Law Rights) and Clause 11 (Liability), which set out important limitations and exclusions of our liability and confirm that we do not exclude any non-excludable consumer rights.
• Clause 12 (Suspension and Termination), which explains when we can suspend or terminate your access and what happens on termination.

We may receive a benefit (such as a referral fee or commission) if you visit third-party websites or purchase third-party products or services via links in the Services.

Nothing in these Terms is intended to limit your rights and remedies at law, including any Consumer Law Rights (as defined at the end of these Terms).

1. Engagement and Term

1.1 When these Terms apply

These Terms apply from the earlier of the date you first:

• create an Account; or
• access or use the Services,

and continue until terminated in accordance with clause 12 (the Term).

1.2 Provision of the Services

Subject to your compliance with these Terms, we will provide you with access to the Services during the Term, including the plan type (Free or Pro) you have selected.

1.3 Changes to these Terms

We may amend these Terms from time to time. If we make material changes, we will give you written notice (for example by email, in-app notice or via the Site). The updated Terms will take effect on the earlier of:

• the date you click "I accept" or a similar button; or
• 30 days after we notify you,

unless a later date is stated in the notice.

If you do not agree to the amended Terms, you should stop using the Services and (if you have a paid plan) cancel it before the changes take effect. Your continued use of the Services after that date means you agree to the amended Terms.

1.4 Your authority

You warrant that you have full legal capacity and authority to enter into and comply with these Terms. If you are using the Services on behalf of an organisation, you warrant that you are authorised to bind that organisation to these Terms.

If you are under the age of majority in your jurisdiction, you may only use the Services with the involvement of a parent or legal guardian, who will be deemed to have agreed to these Terms on your behalf.

2. Services

2.1 What we do

youl is a micro-learning platform that provides:

• short-form lessons, exercises, templates and resources about AI and related topics;
• tools and prompts to help you apply AI in your role or projects;
• optional AI-powered coaching, feedback and suggestions; and
• any related features described on the Site,

together, the Services.

2.2 What we do not do

You acknowledge and agree that:

• The Services are educational and informational only. They do not constitute:
  • legal, financial, tax, accounting, medical or other professional advice;
  • formal accreditation, vocational training, or recognised qualifications; or
  • personalised advice tailored to your unique circumstances in a regulated profession.
• We do not guarantee:
  • that you will obtain any particular role, promotion, pay increase or commercial outcome;
  • that your use of AI tools based on youl content will comply with every applicable law, employer policy or third-party terms; or
  • that any proposed prompts, workflows or automations will be fit for your specific purposes without your own review.

You must make your own assessment and, where appropriate, obtain professional advice before relying on any information or outputs obtained through the Services.

2.3 Beta features and experiments

From time to time, we may provide access to experimental, preview or beta features, or limited-time trials. You acknowledge that such features may:

• be incomplete, unstable or inaccurate;
• change or be withdrawn at any time; and
• be subject to different usage limits or availability.

To the maximum extent permitted by law, you use any beta or experimental features at your own risk.

2.4 Third-party services and integrations

The Services may interact with or rely on third-party services (for example, AI model providers, app stores, single sign-on providers, calendaring tools, productivity apps or data-storage platforms). Unless we expressly agree otherwise in writing:

• those third parties are independent of us;
• you are responsible for reviewing and complying with any applicable third-party terms; and
• we are not liable for any act or omission of those third parties or any unavailability or change in their services.

3. AI Systems

3.1 Use of AI

We may use one or more AI Systems (as defined in clause 15) in providing the Services. This may include:

• generating learning content, examples or explanations;
• suggesting prompts, workflows or automations;
• summarising or analysing information you provide;
• tailoring recommendations or learning paths; and
• improving and monitoring the quality, performance and security of the Services.

3.2 Limitations of AI

You acknowledge and agree that:

• AI Systems can and do make mistakes. Outputs may be inaccurate, incomplete, biased, out-of-date or misleading.
• AI outputs may not reflect the latest legal, technical, industry or organisational requirements.
• AI Systems may generate similar or identical outputs for different users. You are not guaranteed unique or confidential outputs.
• AI outputs are generated from a combination of data sources, model parameters and prompts. We do not manually review every output and do not warrant that outputs are suitable for your specific use case.
• You must independently verify any critical information and exercise your own judgment before relying on AI outputs, particularly where the consequences of error may be significant (for example, in legal, financial, safety-critical or high-risk contexts).

3.3 No professional or regulated advice

Unless explicitly stated in writing and permitted by law, AI outputs and human-authored content in the Services do not constitute professional advice (including legal, financial, tax, accounting, medical or other regulated advice). You remain solely responsible for decisions you make based on the Services.

3.4 Data used with AI Systems

The information used by our AI Systems may include:

• Your Data (as defined in clause 15);
• de-identified data derived from your use of the Services; and
• data from third-party sources.

We do not individually curate all data used by the AI Systems and do not guarantee its accuracy, completeness or suitability. Use of AI Systems is subject to our Privacy Policy and clause 9 below.

4. Accounts

4.1 Account registration

You must create an account (Account) to access most features of the Services. When you register for an Account, you must provide accurate, current and complete information and keep it up to date.

You may be able to create or access an Account via a third-party single sign-on provider (for example, LinkedIn, Google or Apple). Additional information may be collected in accordance with our Privacy Policy.

4.2 Account security

You must:

• keep your login credentials (including any passwords and multi-factor authentication codes) secure and confidential;
• not share your Account with any other person; and
• promptly notify us if you know or suspect that your Account has been compromised.

You are responsible for all activity under your Account, except where we are at fault.

4.3 One Account per person

Unless we agree otherwise in writing, you must not create or maintain more than one Account for yourself or share an Account between multiple people.

4.4 Account closure

You may close your Account at any time in accordance with clause 12. On closure, you will lose access to the Services and stored data, subject to any retention we are required or permitted to undertake under these Terms and applicable law.

5. Plans, subscriptions, lifetime access and payment

5.1 Plans

We currently offer the following plans (collectively, Plans):

• Free Plan – a free tier with limited access to the Services.
• Pro Plan – a paid tier with enhanced features and usage allowances, available as:
  • a Pro Subscription Plan (recurring monthly subscription); and
  • a Pro Lifetime Plan (one-off payment for long-term access).

We may introduce additional plans or change plan names or features from time to time. Plan details, inclusions, usage limits and current prices are set out on the Site (or within the app interface) and form part of these Terms.

5.2 Free Plan

The Free Plan is made available at no monetary cost but may have limited functionality, usage caps, access to fewer courses, and/or reduced support. We may:

• change, suspend or discontinue the Free Plan (or limit features available under it) at any time; and
• migrate you from the Free Plan to another free offering or require you to upgrade to a Pro Plan for continued access to certain features.

We will use reasonable efforts to give you prior notice of material adverse changes to the Free Plan where practicable.

5.3 Pro Subscription Plan (monthly)

(a) Billing and renewal

If you purchase a Pro Subscription Plan, you agree to pay the applicable subscription fees (Subscription Fees) in advance for each billing period (usually monthly, unless otherwise stated). Unless you cancel your Pro Subscription Plan, it will automatically renew at the end of each billing period and we (or our payment processor) will charge your nominated payment method for the then-current Subscription Fees and any applicable taxes.

(b) How to cancel

You may cancel your Pro Subscription Plan at any time via your Account settings or, where you purchased via an app store (such as Apple App Store or Google Play), via that app store’s subscription management tools. Cancellation will take effect at the end of your current billing period. You will retain access to Pro features until then.

(c) No change-of-mind refunds

Subject to your Consumer Law Rights and any mandatory rights in your jurisdiction, we do not provide refunds or credits for:

• partial months or unused portions of a billing period;
• accidental purchases or upgrades; or
• change of mind or change in your circumstances.

(d) Changes to Subscription Fees

We may change Subscription Fees from time to time. Fee changes will apply to the next billing period after the change takes effect. We will provide you with advance notice of any increase. If you do not wish to continue at the new price, you must cancel your Pro Subscription Plan before the change takes effect.

5.4 Pro Lifetime Plan

The Pro Lifetime Plan is intended for users who prefer a one-off payment for long-term access to Pro-level features. Because “lifetime” offers can be misunderstood and are regulated in some jurisdictions, this clause sets out clearly what it means.

(a) Lifetime means the service, not your literal lifetime

For these Terms, Pro Lifetime Plan means a Plan under which, on payment of a one-off fee (the Lifetime Fee), you are entitled to access Pro-level features of the Services for:

• the Minimum Access Period, being 60 months (5 years) from the date you first activate the Pro Lifetime Plan on your Account; and
• after the Minimum Access Period, for as long as we continue to make the core youl Services (or any successor service that is substantially similar in purpose and scope) available to customers generally (Service Lifetime),

in each case, subject to these Terms and any fair use, technical or legal constraints.

(b) What you get with the Pro Lifetime Plan

During the Minimum Access Period and any remaining Service Lifetime, you will:

• have access to Pro-level features and usage limits applicable to Pro users generally (which may change over time);
• not be required to pay recurring Subscription Fees for the Pro Plan; and
• receive updates and improvements we make available to Pro users generally, subject to clause 5.4(c).

The Pro Lifetime Plan is personal to you and tied to your Account. It cannot be transferred, assigned, resold, shared or split across multiple users without our prior written consent.

(c) Service evolution and feature changes

Technology, AI tools and our product roadmap will evolve. You acknowledge and agree that:

• we may add, remove or change specific features, content libraries, integrations or usage limits from time to time, including for Pro users;
• we are not obliged to maintain every feature, course, workflow or integration in perpetuity; and
• we may introduce new premium features, add-ons or higher-tier offerings that are not included in the Pro Lifetime Plan, and which may require additional payment.

However, any changes we make will not be used as a pretext to effectively deprive you of Pro-level access without a legitimate business, technical or legal reason.

(d) If we discontinue youl or Pro for everyone

If, during the Minimum Access Period, we permanently:

• discontinue youl in its entirety; or
• cease providing any substantially similar successor service,

in each case for reasons other than your breach or your misconduct, then we will, at our option:

1. provide you with access (at no additional charge) to another Youe Labs product that we reasonably consider to be substantially equivalent in value for the remainder of the Minimum Access Period; or
2. provide a pro-rata refund of the Lifetime Fee representing the unused portion of the Minimum Access Period (calculated on a straight-line basis across the 60 months).

If we discontinue youl or Pro after the end of the Minimum Access Period, we will not be obliged to provide a refund or alternative access, subject always to your Consumer Law Rights or any other non-excludable rights in your jurisdiction.

(e) No change-of-mind refunds for Lifetime

Once you purchase a Pro Lifetime Plan and it has been activated on your Account, the Lifetime Fee is non-refundable for change of mind or change in circumstances, to the maximum extent permitted by law. This does not affect any refund or remedy you may be entitled to under your Consumer Law Rights.

(f) Misuse and breach

If we suspend or terminate your access under clause 12 due to your breach of these Terms or unlawful use of the Services, this will not entitle you to any refund or credit of the Lifetime Fee.

5.5 Payment methods and taxes

(a) Payment processing

Payment methods will be set out at the time you purchase a Plan. We may use third-party payment processors and, where applicable, app store billing systems. You may be required to accept additional terms from those third parties.

You must ensure that:

• any payment details you provide are accurate and authorised; and
• there are sufficient funds or credit available to pay the applicable fees.

(b) Fraudulent or unauthorised payments

You must not pay, or attempt to pay, any fees using fraudulent or unlawful means. If you pay by card or direct debit, you warrant that you are the authorised account holder or signatory.

(c) Taxes

Fees are exclusive of any sales tax, value-added tax, goods and services tax, withholding tax or similar taxes unless expressly stated otherwise. You are responsible for paying any such taxes that apply to your use of the Services, except where we are required by law to collect them on your behalf.

5.6 Non-payment

If you fail to pay any amounts due (for example, if a payment is declined or a chargeback is raised):

• we may suspend or downgrade your access to the Services (including reverting a Pro Plan to a Free Plan) until payment is received; and
• we may recover from you any reasonable costs incurred in attempting to collect outstanding amounts, to the extent permitted by law.

6. Licence and acceptable use

6.1 Licence to use the Services

During the Term, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms and your Plan.

6.2 Prohibited conduct

You must not (and must not attempt to):

• use the Services in any way that:
  • breaches any applicable law;
  • infringes any person’s rights (including intellectual property, privacy or confidentiality rights); or
  • gives rise to any civil or criminal liability for us.
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any part of the Services, except to the extent permitted by non-excludable law.
• circumvent or attempt to circumvent any usage limits, access controls or security mechanisms.
• provide, resell, rent, lease, enable concurrent use or otherwise commercialise the Services for the benefit of any third party without our written consent.
• introduce any viruses, malware, malicious code or other harmful components into the Services or our systems.
• scrape, harvest or systematically download content from the Services (other than as reasonably required for your own learning and permitted offline use).
• access or attempt to access any Account or data that does not belong to you; or
• use the Services to transmit, publish or communicate any material that is defamatory, offensive, abusive, harassing, hateful, sexually explicit, incites violence or is otherwise inappropriate or unwanted.

We may monitor usage (including through automated means) to detect, investigate and respond to misuse.

7. Availability, disruption and downtime

7.1 No guarantee of uninterrupted service

While we aim to make the Services available with high uptime, we do not guarantee that the Services will always be available, uninterrupted or error-free. The Services may be unavailable or degraded due to:

• planned maintenance;
• unscheduled outages or technical issues;
• failures or limitations of third-party services, networks or infrastructure; or
• events outside our reasonable control (see clause 14.3).

7.2 Third-party dependencies

The Services may rely on third-party cloud hosting providers, AI model providers and other infrastructure. To the maximum extent permitted by law, we are not liable for any delay, failure or unavailability caused or contributed to by those third parties.

7.3 Notice of disruptions

Where practicable, we will provide advance notice of planned maintenance or changes that may significantly affect availability. However, we may perform emergency maintenance or take actions to protect the security or integrity of the Services without prior notice.

8. Intellectual property

8.1 Our intellectual property

We (and our licensors) own all intellectual property rights in and to:

• the Services, Site and any associated software;
• learning content, course materials, templates, prompts, designs, interfaces and documentation we provide; and
• our trademarks, logos, brand names and other distinctive brand elements,

(together, the Youe IP).

Your rights in relation to Youe IP are limited to the licence in clause 6.1. You must not copy, modify, adapt, create derivative works based on, or otherwise exploit Youe IP except as permitted by these Terms or with our prior written consent.

You must not remove, obscure or alter any proprietary or confidentiality notices on or in the Services.

8.2 Feedback

If you provide feedback, suggestions or ideas about the Services or new features (Feedback), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and exploit the Feedback in any manner we deem appropriate, without obligation to you.

9. Your Data and user content

9.1 Ownership of Your Data

You retain ownership of all Your Data, which includes:

• information, content, prompts, code, files, notes or other materials you upload to or enter into the Services;
• your profile information and learning progress; and
• any other data you provide to us in connection with the Services,

excluding any Youe IP and any data we independently generate (such as aggregated statistics).

9.2 Licence you grant us

By uploading or providing Your Data, you grant us a worldwide, non-exclusive, royalty-free licence (including the right to sublicense to our service providers) to host, store, reproduce, transmit, display, process and otherwise use Your Data:

• to operate, maintain and provide the Services to you and other users;
• to personalise your experience (for example, by tailoring recommendations, learning paths or examples);
• to perform analytics, monitor performance, detect misuse and improve the Services;
• to develop and test new features, tools and models related to youl; and
• to comply with our legal obligations and enforce our rights.

This licence continues for a reasonable period after termination to the extent necessary for us to comply with legal obligations, resolve disputes and enforce these Terms.

9.3 Use of Your Data in AI and analytics

Consistent with our Privacy Policy, you acknowledge and agree that we may:

• use Your Data (including de-identified personal information and usage data) within our AI and machine learning systems to:
  • generate recommendations, summaries, explanations and other outputs for you and other users; and
  • train, tune and improve our AI models and algorithms used in connection with youl.
• create aggregated, anonymised or de-identified data derived from Your Data and your use of the Services (for example, statistics on how users interact with certain prompts or lessons).

Where we use personal information in this way, we will de-identify it in line with our Privacy Policy so that it no longer reasonably identifies you.

Once anonymised or de-identified in this manner, the resulting data is our property and we may use it for any lawful purpose, including:

• improving and developing the Services;
• creating insights, benchmarks or reports; and
• providing aggregate information to partners or the public, provided that individuals are not reasonably identifiable.

9.4 Your Data responsibilities

You are responsible for:

• the accuracy, quality and legality of Your Data;
• ensuring you have all necessary rights, permissions and consents to upload Your Data and grant the licences in this clause; and
• backing up Your Data. We are not responsible for any loss of Your Data that could have been prevented by you maintaining adequate backups.

You must not upload or use the Services to process any sensitive or high-risk personal data (such as health, biometric or financial account data) unless we have expressly agreed in writing that the Services are suitable for that purpose.

9.5 User content standards

Any content you create, upload or share via the Services (for example, comments, discussion posts, shared prompts or community contributions) must comply with clause 6.2 and must not:

• infringe any third-party intellectual property rights;
• disclose confidential or proprietary information of your employer or any other person without permission; or
• contain personal information about others without their consent, except where permitted by law.

We may remove or disable access to any content we reasonably believe breaches these Terms or applicable law.

9.6 Data transmission and storage locations

You acknowledge that, due to the nature of the internet, Your Data may be transmitted over various networks and processed or stored in multiple jurisdictions (including outside your country of residence). We currently store personal information in Australia and other countries, including the United States, as described in our Privacy Policy.

We will take reasonable steps to ensure that any cross-border processing of personal information complies with applicable privacy laws (including the Australian Privacy Principles).

This clause 9 survives termination of these Terms.

10. Confidential information and privacy

10.1 Confidential information

During the Term, each party (Disclosing Party) may disclose confidential information to the other (Receiving Party). Confidential information includes information that is:

• marked as confidential; or
• by its nature would reasonably be considered confidential,

but does not include information that is public knowledge (other than as a result of a breach of confidentiality), is independently developed without reference to the confidential information, or is received from a third party without restriction.

The Receiving Party must:

• only use the Disclosing Party’s confidential information to perform its obligations or exercise its rights under these Terms;
• not disclose the confidential information to any third party, except:
  • to its employees, contractors, professional advisers or service providers who need to know it and are bound by equivalent confidentiality obligations; or
  • as required by law or court order; and
• take reasonable steps to protect the confidential information from unauthorised access, use or disclosure.

This clause survives termination.

10.2 Personal information and Privacy Policy

We collect, use, hold and disclose personal information in accordance with:

• these Terms;
• our Privacy Policy, as updated from time to time and available on the Site; and
• applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and any other mandatory data protection laws that apply to us.

By using the Services or providing personal information to us, you acknowledge and agree that we may handle your personal information as described in our Privacy Policy.

You must only provide us with personal information relating to another person if:

• you have their consent or another lawful basis to do so; and
• doing so does not cause us to breach any applicable privacy laws.

If there is any inconsistency between these Terms and our Privacy Policy regarding personal information, our Privacy Policy will prevail to the extent of the inconsistency, except where these Terms provide you with additional contractual protections.

11. Consumer Law Rights

11.1 Consumer protections

You may have rights, remedies and guarantees under:

• the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)); and/or
• other similar consumer protection laws in your country of residence,

(which we collectively refer to as Consumer Law Rights).

Nothing in these Terms is intended to exclude, restrict or modify any Consumer Law Rights that cannot be excluded, restricted or modified by contract.

11.2 No change-of-mind refunds

Subject to your Consumer Law Rights and any mandatory local rights:

• we do not provide refunds for change of mind or change in your circumstances; and
• for digital services that are substantially delivered immediately (such as instant access to Pro features), you acknowledge that you may lose any statutory cooling-off rights once delivery has commenced, where permitted by law.

11.3 Services not ordinarily for personal, domestic or household use

Where the Services are not ordinarily acquired for personal, domestic or household use or consumption, and the Australian Consumer Law applies, our liability for failure to comply with a consumer guarantee is limited, at our option, to:

• supplying the Services again; or
• paying the cost of having the Services supplied again.

This clause 11 survives termination.

12. Liability

12.1 Your environment

To the maximum extent permitted by law, we are not liable for (and you release us from liability for) any Loss or Liability arising from or in connection with:

• your computing environment (including your hardware, software, networks and internet connectivity); or
• any use of the Services by any person other than you (whether or not authorised by you).

12.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable to the other for any Consequential Loss, except that your obligation to pay fees due under these Terms is not considered Consequential Loss.

12.3 Proportionate liability

Each party’s liability to the other is reduced to the extent that the other party’s acts or omissions (or those of its personnel) caused or contributed to the relevant Loss or Liability, including any failure to mitigate loss.

12.4 Cap on our liability

To the maximum extent permitted by law, our aggregate liability to you arising out of or in connection with these Terms (whether in contract, tort (including negligence), under statute, in equity or otherwise) is limited to the greater of:

• the total amount of fees you paid to us for the Services in the 12 months immediately preceding the event giving rise to the liability; and
• AUD $100, where you have not paid any fees.

This cap does not apply to liability that cannot be limited under applicable law (for example, certain consumer guarantees or fraud).

12.5 No exclusion of Consumer Law Rights

Nothing in this clause 12 limits or excludes any Consumer Law Rights that cannot be limited or excluded by law.

This clause 12 survives termination.

13. Suspension and termination

13.1 Suspension

We may suspend your access to all or part of the Services (including your Account) where we reasonably believe that:

• you or someone using your Account has breached these Terms;
• there has been unauthorised access to your Account;
• your use of the Services poses a security, operational or legal risk to us, the Services or others; or
• we are required to do so by law or a regulator.

We will notify you of any suspension as soon as reasonably practicable and will work with you to resolve the issue where appropriate. We may lift the suspension if the issue is resolved to our reasonable satisfaction; otherwise, we may terminate under clause 13.2.

13.2 Termination by us

We may terminate these Terms (and your access to the Services) by written notice if:

• you materially breach these Terms and do not remedy the breach within 14 days of receiving written notice requiring you to do so;
• you commit a breach that cannot be remedied;
• we decide to discontinue the Services in accordance with clause 5.4(d); or
• you become insolvent or are subject to an insolvency event (such as liquidation, administration or bankruptcy).

We may also terminate these Terms and your access for convenience by giving you at least 90 days’ written notice. Where we do so and you have a current Pro Subscription Plan or Pro Lifetime Plan, we will handle any refunds, credits or alternatives in line with clauses 5.3 and 5.4 and your Consumer Law Rights.

13.3 Termination by you

You may terminate these Terms at any time by:

• closing your Account via the functionality provided in the Services; or
• notifying us by email using the contact details at the start of these Terms.

Termination will take effect when we process your request. For Pro Subscription Plans, your cancellation rights and the effect on access are described in clause 5.3(b). For Pro Lifetime Plans, clause 5.4 applies.

13.4 Effect of termination

On termination for any reason:

• your right to access and use the Services ends immediately (or at the end of any applicable billing period, where we permit continued access);
• subject to law and our Privacy Policy, we may delete or de-identify Your Data and your content within a reasonable period, except where we are required or permitted to retain it;
• to the maximum extent permitted by law, we will not provide refunds for any fees already paid, except as expressly set out in these Terms or required under your Consumer Law Rights; and
• clauses which by their nature are intended to survive termination (including clauses 3, 8, 9, 10, 11, 12, 13.4 and 15) will continue to apply.

Termination does not affect any rights or remedies that have accrued up to the date of termination.

14. General

14.1 Assignment

You must not assign, transfer or novate your rights or obligations under these Terms (including any Plan) without our prior written consent. We may assign, transfer or novate our rights or obligations (in whole or part) to a third party without your consent, provided this does not materially reduce your contractual protections.

14.2 Disputes

If a dispute arises in connection with these Terms (Dispute), neither party may commence court or tribunal proceedings (except for urgent injunctive or equitable relief) unless it has first:

1. given the other party written notice describing the Dispute; and
2. used reasonable efforts to negotiate in good faith to resolve the Dispute, including meeting (which may be by video call) within 21 days of the notice.

If the Dispute is not resolved:

• where you are resident or incorporated in Australia, either party may refer the matter to mediation administered by the Australian Disputes Centre in accordance with its guidelines; or
• where you are not resident or incorporated in Australia, either party may refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA), conducted in Sydney, New South Wales, before a single arbitrator, in English and in accordance with the ACICA Arbitration Rules.

14.3 Events outside our control

We are not liable for any delay or failure to perform our obligations (other than an obligation to pay money) to the extent caused by an event or circumstance beyond our reasonable control, including natural disasters, pandemics, strikes, war, acts of terrorism, civil unrest, government action, and failures of third-party networks or infrastructure.

14.4 Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from those courts, subject to clause 14.2 (Disputes).

14.5 Illegal or inappropriate requests

We may refuse any request for or in relation to the Services that we reasonably consider to be inappropriate, unethical, unlawful, unsafe or inconsistent with these Terms or our policies.

14.6 Marketing communications

We may send you emails or in-app messages about our products and services, in accordance with your marketing preferences and applicable law. You may opt out of marketing communications at any time by using the unsubscribe link or adjusting your preferences.

14.7 Relationship

Nothing in these Terms creates any partnership, joint venture, employment, franchise or agency relationship between the parties. You are an independent user of the Services.

14.8 Notices

Any notice to us must be sent to the email address at the start of these Terms (or any updated address we notify). Any notice to you may be sent to the email address associated with your Account or delivered as an in-app notification.

14.9 Entire agreement

These Terms, together with any plan details referenced on the Site and our Privacy Policy, constitute the entire agreement between you and us regarding the Services and supersede all prior understandings, communications and agreements, whether oral or written.

If any part of these Terms is held to be invalid or unenforceable, that part will be severed and the remainder will continue in full force and effect.

15. Definitions

In these Terms:

• Account means an account registered by or for you to access the Services.
• AI Systems means any machine-based system that, for given objectives, can generate outputs such as predictions, recommendations, decisions or content, including generative AI tools, large language models and AI-assisted productivity tools.
• Consumer Law Rights has the meaning given in clause 11.1.
• Consequential Loss means any indirect or consequential loss, or any loss of profit, revenue, opportunity, goodwill, reputation, anticipated savings or data, whether arising under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay amounts due under these Terms is not Consequential Loss.
• Free Plan has the meaning given in clause 5.2.
• Lifetime Fee has the meaning given in clause 5.4(a).
• Minimum Access Period has the meaning given in clause 5.4(a).
• Personal Information has the meaning given in the Privacy Act 1988 (Cth), or any equivalent concept under applicable privacy law.
• Plans has the meaning given in clause 5.1.
• Pro Lifetime Plan has the meaning given in clause 5.4(a).
• Pro Plan means the paid Pro tier described in clause 5.1.
• Pro Subscription Plan has the meaning given in clause 5.3.
• Services has the meaning given in clause 2.1.
• Service Lifetime has the meaning given in clause 5.4(a).
• Site means our websites, applications and related online properties through which we provide the Services.
• Subscription Fees has the meaning given in clause 5.3.
• Term has the meaning given in clause 1.1.
• Youe IP has the meaning given in clause 8.1.
• Your Data has the meaning given in clause 9.1.