MojoLab Australia Pty Ltd

End User Licence Agreement

1 Introduction

1.1 These terms and conditions (Terms) are entered into between MojoLab Australia Pty Ltd (ACN 699 641 088) (we, us or our) and you, together the Parties and each a Party.

1.2 We provide a software platform designed and tested to make the governance of AI usage within organisations observable and traceable (Platform). You download, install and run the Platform locally on your System. The Platform will access, read and analyse data in your System for the purpose of helping you develop an AI governance framework, and then monitor, analyse and report on AI usage in your organisation against an AI governance framework approved by you (Purpose).

1.3 You download, install and run the Platform as an authorised user of the account holder who is our client (Account Holder). You may be required to register on our website to be able to download the Platform. All personal information you provide to us will be treated in accordance with our Privacy Policy.

2 Acceptance and Platform Licence

2.1 By clicking on “I accept” (or similar button or checkbox) or by downloading the Platform, you accept these Terms.

2.2 We may amend these Terms at any time, by providing written notice to you. By accepting or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you must notify us in writing within 30 days of the notification, cease using the Platform and comply with the uninstallation and audit requirements set out in clauses 6.3 and 6.4.

2.3 Subject to your compliance with these Terms, we grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download, install and use the Platform only for the Purpose (Licence). You may create user accounts on the Platform for your Personnel, as required by you to carry out the Purpose, and the Licence includes the right to download, install and use the Platform on your Personnel’s work devices to this end. The Licence cannot be passed on or transferred to any other entity or organisation, and is not for your Personnel’s personal use. All other uses are prohibited without our prior written consent.

2.4 When using the Platform, you must not (and you must ensure that your Personnel do not):

(a) download, install and/or use the Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, Intellectual Property and privacy rights), or gives rise to any civil or criminal liability;

(b) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(c) use the Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing; or

(d) use the Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

2.5 Our Intellectual Property

2.6 You acknowledge and agree that any Intellectual Property in the Platform, and any algorithms or machine learning models used in the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us or our licensors.

2.7 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

2.8 You must not, without our prior written consent:

(a) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Platform or otherwise attempt to discover any part of the source code of the Platform;

(b) use any unauthorised, modified version of the Platform, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Platform;

(c) unless authorised under these Terms, use the Platform in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;

(d) rent or sublicence the use of the Platform to any third parties, without our prior written consent or as otherwise permitted under these Terms;

(e) take any action that may compromise or jeopardise our Intellectual Property in the Platform or otherwise; or

(f) remove or deface any confidentiality, copyright or other proprietary notice placed on the Platform.

3 Your Data

3.1 As between the Parties, you own all Intellectual Property in:

(a) all Intellectual Property created, owned or licensed by you or your Personnel; and

(b) the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you or your Personnel into, or accessed and read in your System by, the Platform, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with these Terms,

(Your Data).

3.2 You own all Intellectual Property in any outputs generated by your use of the Platform (including AI governance documents, insights, reports and other analyses).

3.3 We may from time to time request limited access to Your Data to create anonymised statistical data from Your Data and usage of the Platform (for example, through aggregation). You may accept or reject such requests. If you accept such a request, once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

4 Warranties

4.1 You represent, warrant and agree that:

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

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

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

(d) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

5 Limitation of Liability

5.1 Despite anything to the contrary, without limiting any rights you may have as a consumer under the Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law):

(a) neither Party will be liable for Consequential Loss;

(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s Personnel, including any failure by that Party to mitigate its losses; and

6 Suspension, Termination and Uninstallation

6.1 Account Holder’s Agreement: If the Account Holder’s agreement with us is suspended or terminated for any reason, your Licence will also be suspended or terminated and you must cease using the Platform immediately. You may only resume use of the Platform in the event that:

(a) on suspension of the Account Holder’s agreement, the suspension of the Account Holder’s agreement ceases;

(b) on termination of the Account Holder’s agreement, you become the customer of another Account Holder or a direct customer of ours within 30 days of being notified of the termination.

6.2 Suspension or Termination for Breach: Should we reasonably believe that you are in breach of these Terms, we may suspend your Licence while we investigate the suspected breach, and you must cease using the Platform immediately. Should we determine that you are in breach of these Terms, your Licence will be terminated immediately.

6.3 Uninstallation on Termination: Where your Licence is terminated in accordance with these Terms, you must, within 30 days:

(c) permanently uninstall and delete all copies of the Platform from your System and any other devices, servers or systems on which it was installed by you or your Personnel; and

(d) provide us with written confirmation that such uninstallation and deletion have been completed, signed by an authorized representative of your organization.

6.4 Audit Rights: We (or an independent third party nominated by us and bound by confidentiality obligations no less onerous than those in these Terms) may, on reasonable written notice, audit your System to verify that you have complied with these Terms, including clause 6.3. You must provide us and/or any auditor with any reasonable access to your premises and System required to conduct such an audit, and promptly provide any information or evidence reasonably requested to demonstrate your compliance with this Agreement.

6.5 This clause 6 will survive termination or expiry of these Terms.

7 General

7.1 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

7.2 Confidentiality: Each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party. This clause does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of this clause. This clause will survive termination of this Agreement.

7.3 Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

7.4 Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

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

7.6 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you sign up to the Platform. Any notice may be sent by standard post, email, or as otherwise directed by us on our Site, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

7.7 Professional Services Disclaimer: The Platform, any outputs created by it, and any other services provided by us in connection with these Terms, do not constitute, and are not a substitute for, financial, legal or risk management advice. You are solely responsible for your own AI governance and compliance with any applicable laws, regulations, guidelines or codes.

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

8 Definitions

8.1 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

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

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

8.4 Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

8.5 System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network.

For any questions or notices, please contact us at:

MojoLab Australia Pty Ltd (ACN 699 641 088)

Email: support@mojolab.au