Agreement

Welcome to 55mV!

These General Terms, along with the Customer Terms, the User Terms, our Privacy Policy and all other terms, conditions, notices and disclaimers (together, the Terms) as accessible on any of our websites associated software applications and websites (together, the Services) apply to your use of the Services, including as a customer of ours (Customer) or an authorised user of a Customer (User).

By using the Services or making an application to become a Customer or User, you agree that these Terms apply as a legally binding agreement between you and 55mV Pty Ltd ABN 35 618 609 537 (we and us), including any amendments to these Terms that may be made by us in accordance with these Terms.

Except where provided otherwise, these Terms apply to both Customers and Users.

Your use of the Services

Use of Services. You may use the Services but only in accordance with these Terms. You must not, except as expressly permitted by these Terms or if we provide you with our prior written consent access or use your account, or allow your account to be accessed or used by any of your officers, employees, contractors or agents, in any way other than as permitted under these Terms.

Password. You are responsible for keeping your password secure. We cannot and will not be liable for any loss or damage from any failure to maintain the security of your password.

Data Security. We will use our best endeavours to keep secure any personal information you provide to us. To facilitate the Services, we may use third party suppliers including software-as-a-service platforms, and your data and personal information will be shared with, or collected by, such platforms when necessary. For further details on how we collect and use your personal information, please refer to our Privacy Policy located here [to be hyperlinked]. As far as your rights in relation to personal information and data are concerned, all terms and conditions in these Terms are subject to the Privacy Policy which will prevail to the extent of any inconsistency.

Third parties

Third-Party Services. Our Services may incorporate third party products or services (including without limitation software) (Third-Party Services) and some parts of our Services (including without limitation any Output) may include output from Third-Party Services (Third-Party Output). We are not responsible for Third-Party Services and Third-Party Output.

Third-Party Material. The Services may contain reference or links to another third party's content (Third Party-Material). These are for your information or convenience only and we do not monitor, control or accept liability for any Third-Party Material. Except as otherwise noted on the Services, any opinions, advice, statements or services contained in any Third-Party Material is the responsibility of the respective author and does not constitute a representation or warranty by us as to their accuracy or description. Any use or reliance on these Third-Party Materials by you is entirely at your own risk.

Content

Content. You may provide input to the Services (Input) and receive output from the Services based on the Input (Output). Such Input and Output may include, without limitation, written content, photos, images, videos, graphics, audio files, code, information, or other data. Input and Output are collectively "Content".

You are responsible for the Content, including ensuring that it does not violate any applicable law, third-party rights or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

You understand and agree that:

• We are working hard to improve our Services to make the Output more accurate and appropriate. However, due to the rapidly evolving nature of artificial intelligence and machine learning, there may still be Output which you may find inaccurate, inappropriate or offensive.
• Any Output is AI-generated and does not represent our views.
• You will use your own discretion as to whether you should be using the service, and who you should be using the service with.
• You must evaluate the Output for appropriateness for your use case, including using human review as appropriate, before using or sharing any Output from the Services.

Ownership of Content. As between you and us, and to the extent permitted by applicable law, you retain your intellectual property rights in the Content to the extent such rights exist.

Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe. You grant to us a non-exclusive, transferrable, perpetual, royalty-free, worldwide licence to use your Content for the purposes of enabling us to perform our obligations under these Terms, compliance, training our models and for any other reasonable and lawful purpose.

IP in Services

IP in Services. You acknowledge and agree that we own or have rights to licence all copyright, trade marks and other intellectual property rights in the Services and any materials found on the Services. Additionally, you acknowledge that the Services contains proprietary and confidential information which is owned by us or by third parties and which is protected by applicable laws.

Communication and account information

Primary Contact Address. You acknowledge that we will use the email address (or such other electronic communication method acceptable on the Services) you provide on opening your account or as updated by you from time to time as the primary method for communication with you (Primary Contact Address). You must monitor the Primary Contact Address you provide to us and your Primary Contact Address must be capable of both sending and receiving messages. Your communications with us can only be authenticated if they come from your Primary Contact Address, unless we agree otherwise.

Information provided. You represent and warrant to us that all information supplied by or on your behalf in connection with your application or use of an account is complete, true and accurate, and you will ensure that such information is updated to remain complete, true and accurate.

Third-party sign-in. In the case where we provide you with the ability to log in to the Services using your Apple, Google or Facebook account or some other sign-in option via a third-party in accordance with the terms of use with that third-party, you acknowledge that your name and email address (or other alternative login detail) associated with those accounts may be disclosed to, and held by, us. We will not receive your password that you use in connection with such third-party accounts.

Unavailability and technical support

No liability for unavailability. We are committed to providing excellent customer service and will endeavour to promptly address all technical issues that arise on the Services. However, we will not be liable for any loss suffered as a result of any inability to use the Services (either in whole or in part).

Account access and collection of personal information.You agree that our support team may access your account from time to time in order to diagnose and fix any problems. You acknowledge that our support team may collect your personal information when accessing your account to fix any problems and you consent to that collection.

Limitation of liability

Exclusion of warranties. To the extent permitted by law, except for any express warranties set out in these Terms, all express or implied conditions or warranties of any kind (including but not limited to any warranties related to availability for access and use, the products and services advertised, fitness for purpose, freedom from contamination by computer viruses and the accuracy, currency, completeness, reliability, timeliness or usefulness of any part of the Services) are excluded. Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including any applicable consumer law (or any liability under them) which by law may not be limited or excluded.

Exclusion of liability. To the extent permitted by law, except where our conduct constitutes gross negligence, fraud or wilful misconduct:

• our aggregate liability to you will not exceed the aggregate amount of all fees we have received from you in the preceding 12 months; and
• we will not be liable to you in connection with your use of the Services for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if you or we have been advised of the possibility of such damages), resulting from (a) the termination or suspension of any account; (b) the use or the inability to use the Services; (c) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (d) unauthorised access to or alteration of your transmissions or data; (e) statements or conduct of any third-party regarding the Services; or (f) any other matter relating to the Services.

Consumer law. You may be entitled to remedies that cannot be excluded under the any applicable consumer law, if any services supplied by us to you fail to meet a statutory guarantee. In all cases where our liability has not been effectively excluded, whether by these Terms, by law or otherwise, our total liability is limited, at our option, to (a) the resupply of the relevant services to you; or (b) payment of the cost of resupply of the relevant services to you.

General

Changes to the Services and these Terms. We reserve the right, at our sole discretion, to modify the Services, from time to time for any reason, including your account, or change or modify these Terms by updating them within the Services. You are bound by any revisions to these Terms and it is your responsibility to regularly check this site and any other relevant locations where these Terms are hosted to review the current Terms by which you are bound. If you continue to use the Services after these Terms have been revised, you will be deemed to have accepted the revised Terms. Notwithstanding anything to the contrary in the foregoing, any changes to these Terms which materially reduce your rights, or materially increase your obligations, under these Terms will not become effective until the next Renewal Date (defined in the Customer Terms).

Severability. If any clause or part of any clause of these Terms is in any way unenforceable, invalid, or illegal, it is to be read down so that it is enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

Entire Agreement. These Terms represent the entire agreement between you and us in relation to the use of the Services and supersede any prior agreement, understanding or arrangement between us in relation to such matters, whether oral or in writing.

No assignment. You may not assign or transfer, or agree to assign or transfer, any of your rights and obligations in relation to the Services and/or these Terms to any other person without our prior written consent.

Waiver. If we waive any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made by us in writing.

Headings. Headings used in these Terms are included for convenience only and should not have any effect on the interpretation of these Terms.

Governing Law. The Terms are governed by the laws in force in New South Wales and the parties agree to be bound by the non-exclusive jurisdiction of the Courts of New South Wales and any courts competent to hear appeals from those courts.

Application of Customer Terms

These Customer Terms, in addition to any other applicable Terms, apply to you if you are a Customer. Capitalised terms not defined in these Customer Terms have the meaning given to them in the General Terms or elsewhere in the Terms.

Customer Account

Customer Account activation. You become the authorised administrator and owner (Account Owner) of a primary account with us (Customer Account) and all associated authorised user account (User Account), if and when (a) you have applied for a Customer Account, (b) you have paid any Subscription Fee (defined below) payable under these Customer Terms in respect of your Subscription Plan (defined below) (unless a free trial is applicable), and (c) we have activated your account (Customer Account).

User Account activation. You may create any number of accounts each of which permit a single User to access the Services through an authorised user account (User Account) subject to the terms of your free trial or paid subscription plan (Subscription Plan) that apply to your Customer Account the details of which are set out on our Services or otherwise made available to you.

Account Owner obligations

Capacity. You represent and warrant to us that (a) you are authorised to open or operate your Customer Account and to act on behalf of any person for whom you are using the Services and are taken to have agreed to these Terms on their behalf, and (b) any User affiliated with your Customer Account must be the older of 18 years or the age of majority or legal adulthood in the jurisdiction from which the User is located.

Identification of Account Owner. In the event of a dispute regarding the ownership of any account, you must provide to us any documentation that we may request for the purposes of determining or confirming the identity of the Account Owner. Documentation may include, but is not limited to, a scanned copy of your business licence, government issued photo ID, the last four digits of the credit card on file, or confirmation of your employment details.

We reserve the right to determine, in our sole discretion, the rightful Account Owner in respect of any account and transfer an account or its control to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, we reserve the right to temporarily suspend or disable an account until resolution has been determined between the disputing parties.

Admin User. To the extent permitted on the Services, you may grant one or more Users with important rights and controls over your Customer Account and other User Accounts (each an Admin User), who will have important rights, access and controls on the Services. You acknowledge that you are responsible for all actions of your Admin Users. You agree that our responsibilities do not extend to the internal management or administration of your Customer Account in respect of your business or Users.

Compliance by Users. You are also responsible for ensuring your Users comply with these Terms (including the User Specific Terms). Any breach of these Terms by the Users will be deemed to be your breach of these Terms.

Changes to Subscription Plan

Changes to Subscription Plan. At any time, you may request to downgrade your subscription plan for the Services (Subscription Plan) (including eg features and number of Users) (Downgrade), or upgrade the Subscription Plan (including eg features and number of Users) (Upgrade). Any request to Downgrade or Upgrade must be made in the form we require from time to time on the Services. Unless otherwise agreed, any Upgrades or Downgrades (and associated changes to the applicable Subscription Fees) will only take effect on the next Renewal Date.

Changes to functionality associated with a Subscription Plan. We may, from time to time and in our sole discretion, limit or expand the functionality or services that we provide in connection with any Subscription Plan. If we limit the functionality or services that we provide in connection with any Subscription Plan, you agree that you are not entitled to any refund.

Term

Initial Term. The period in which your rights and obligations as an Account Owner under these Terms (Term) commences on the date you become an Account Owner, and continues for a period determined by your free trial as notified to you or your paid Subscription Plan of either, one month, 12 months, or some other period offered by us and elected by you on the Services as your Term (Initial Term).

Renewal. Except for any free trial, the Term automatically renews and continues for a further term (Further Term) commencing the date immediately after the final date of the immediately preceding Initial Term or Further Term (as applicable) (Renewal Date) and continuing for a period equivalent to the period of the immediately preceding Initial Term or Further Term (as applicable) or some other period we may agree with you.

Fees

No liability for unavailability. We are committed to providing excellent customer service and will endeavour to promptly address all technical issues that arise on the Services. However, we will not be liable for any loss suffered as a result of any inability to use the Services (either in whole or in part).

Account access and collection of personal information.You agree that our support team may access your account from time to time in order to diagnose and fix any problems. You acknowledge that our support team may collect your personal information when accessing your account to fix any problems and you consent to that collection.

Limitation of liability

Payment of Fees. Except for any free trial, in order to be a Customer and to retain your Customer Account (including continuing access for User Accounts), you must pay to us the applicable subscription fee for your Subscription Plan (and any additional fees and charges for optional or additional functionality or usage, if any) (together, Subscription Fees) in advance of the commencement of your Initial Term and each Renewal Date (as applicable).

Authorised Payment Method. You agree to pay all incurred or recurring Subscription Fees in accordance with any invoice we issue to you or via a third party payment process provider (Authorised Payment Provider) nominated by us or that you have selected as your payment method on the Services (Authorised Payment Method) and if applicable, you authorise us to charge any and all Subscription Fees that are owing to us at any time under these Terms using the Authorised Payment Method. By using and making a payment through the Authorised Payment Provider, you agree to be bound by and warrant to us that you have read and agreed to the terms of use of that Authorised Payment Provider and you authorise us to share with, and receive from, the Authorised Payment Provider any information and payment instructions given by you to the extent required to complete any transactions contemplated by these Terms. We do not store any payment details on the Services or our servers.

Payment default. If payment of any Subscription Fees has not been received by us in full by the due date for payment under these Terms, we may in our sole discretion partially or fully suspend and revoke access to your Customer Account and User Accounts, or terminate the Customer Account (and accordingly all User Accounts) in accordance with the Terms (see below).

No refund of Fees.To the extent permitted by law, you agree that you will not be entitled to any discount, waiver or refund of the Fees paid or payable by you in respect of any period and for any reason, including for example:

• You elect to Downgrade, or there are any unused services, in connection a Customer Account or User Account. For the avoidance of doubt, if the Customer chooses to Downgrade and the Subscription Fees associated with the Downgrade is lower than the Subscription Fees before the Downgrade, we will not be liable to refund the Customer the difference in Subscription Fees;
• We reduce our Subscription Fees at some future time, including (for example) a discount or promotion that we advertise on the Services for a limited time; or
• Your Customer Account is terminated by us in accordance with these Terms (including without limitation for reasons of your misconduct) or cancelled by you for any reason (including without limitation) for reasons of financial hardship or change of mind.

Changes to Fees.We reserve the right to change any of our Subscription Fees by giving you 30 days' notice. Any change of our Fees will be published on the Services or otherwise notified to you. For the avoidance of doubt, despite the foregoing, the Subscription Fees payable by you for the Initial Term or any Further Term will be the Subscription Fees that are offered to you at the time your application has been accepted by us or that apply on the Renewal Date.

Taxes. All published or quoted Subscription Fees associated with your use of the Services are published or quoted exclusive of all taxes, and the Customer indemnifies us against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. We are entitled to invoice you an additional amount equal to any applicable goods and services tax or value added tax that may apply in connection with any supply to you, and such amount will form part of any outstanding Fees under these Terms.

Suspension and termination of Customer Account

Your cancellation. You may cancel your Subscription Plan (and accordingly your Customer Account) at any time by giving us written notice in the prescribed form.

Our termination. We reserve the right to terminate your Customer Account without prior notice, at our sole discretion, where:

• any amount owing to us has not been paid in full;
• your Customer Account has been suspended for more than 10 days;
• you breach these Terms;
• you use the Services or you use, publish or disclose any information or material which damages, or that we consider has the potential to damage, our reputation or the reputation of any third party; or
• you use the Services or you use, publish or disclose any information or material which infringes our rights or the rights of a third party, such as privacy or intellectual property rights.

Consequences of cancellation or termination. If your Customer Account is terminated in accordance with these Terms:

• we may cease Users' access to the User Account effective immediately;
• you will not be eligible for any refund of any fees you may have paid to us;
• we may determine when termination is to take effect;
• all Subscription Fees and other amounts owing or that will become owing to us under these Terms will become immediately due and payable;
• we may decide, in our sole discretion, that you are ineligible to become a Customer at any future date; and
• your Content may or may not be deleted from our Services and (and associated User Accounts) and may not be recovered if and when your Customer Account is reactivated or re-established.

No liability.We are not liable for any loss or damage following, or as a result of, cancellation or termination of your Customer Account (or any User Account), and it is your responsibility to ensure that your Content is backed-up or replicated before cancellation or termination of your Customer Account.

Bespoke Tools

Development of Bespoke Tools. We may agree with you to develop any bespoke version of our standard Services (or any bespoke feature or tool in our Services) (Bespoke Tools) for your subscription and use under these Terms. Where this is the case, you agree that in addition to any Subscription Fees, we may charge you a development fee for the development or training of such Bespoke Tools as we may agree with you in writing before development.

Training data supplied by you. Where any data used for development or training of the Bespoke Tools are supplied by you:

• you represent and warrant to us that you have all rights, licenses, and permissions needed to supply such data and our use of such data for the development or training of the Bespoke Tools does not infringe any third party rights; and
• we agree to (a) not use such data for any purpose other than development or training of the Bespoke Tools or other purposes agreed with you, (b) not engage in conduct constituting a breach of confidentiality in respect of such data, and (c) return, destroy or otherwise deal with such data as directed by you when such data is no longer required for the development or training of the Bespoke Tools, or when development or training of the Bespoke Tools is terminated for any reason.

USER TERMS

Application of User Terms

These User Terms, in addition to any other applicable Terms, apply to you if you are a User. Capitalised terms not defined in these User Terms have the meaning given to them in the General Terms or elsewhere in the Terms.

User Account

Provision of information. To complete your User Account application, you may be required to provide us with your full legal name, business name (including registration details, where applicable), business address, phone number, a valid email address and any other information indicated as required.

Term. If we activate your User Account, you may be provided with access to your User Account for the Term, and upon expiration of the Term your access to your User Account will be restricted or removed or limited.

Admin Users. You may grant Admin Users important rights, access and controls on the Services and you acknowledge that you are responsible for all actions of your Admin Users.

Access restriction. Your access and ability to use and access the Services may be limited or restricted (a) by us in our sole discretion, by reference to the applicable Subscription Plan, your conduct in connection with the Services or any other matter that we consider relevant, or (b) by an Admin User, in the Admin User's sole discretion and for any reason.

Access to your Content. The Customer who grants you access to the Services and any of their Admin Users may have access to your Content and we are not responsible for how they use or disclose your Content.

User obligations

Personal profile. If requested by us, you will maintain a valid, complete and accurate personal profile for your User Account, including all required personal information and updating that profile with any changes to your personal information that may occur.

Account security. You must not permit any third party to use or access your User Account, other than an Admin User. You will keep your User Account username and password details secure and will not allow other people to access your User Account. If you suspect a security breach has occurred or may occur, you will immediately notify us.

One User Account only. You will only maintain one User Account and shared email addresses will not be used for more than one User Account.

Illegal content. You will not include in any Input or otherwise email, post or submit any content which contains or encourages defamatory, indecent, menacing, illegal, unsolicited or inappropriate acts, or otherwise brings us or the Services into disrepute.

Malware. You will not include in any Input or otherwise publish, send to us or upload to the Services any material which contains any code or software which seeks to contaminate or destroy property of any part of the Services.

Suspending or terminating a User Account

Suspension or termination. You acknowledge and agree that your User Account may be terminated or suspended by either the Customer, Admin User or us, for any reason.

Ineligibility. We may decide, in our sole discretion, that you are ineligible to become a User at any future date.

Your termination. You may terminate your User Account with us at any time by following the steps provided on the Services.

Invalidity of email address. If your email address becomes invalid or we are notified that our notifications are not being received by your email address, we may suspend your User Account. In order for us to re-activate your User Account, you will need to contact us via the Services to update your email address. You will not be able to use your User Account while your User Account is suspended.

Loss of your content. Your Content may or may not be deleted from our Services and may not be recovered if and when a Customer Account is reactivated or re-established, and we will not be liable for any resulting deletion or loss of your Content.