MojoLab Terms and Conditions

Welcome to MojoLab! We provide a software platform that uses AI agent orchestration to make governance of AI usage within organisations observable and traceable (Platform), as set out in more detail on our website (Site).

In these Terms, when we say you or your, we mean the entity on behalf of which you are authorised to accept, and do accept, this Agreement. The Platform is not available for the personal use of individuals. When we say we, us, or our, we mean MojoLab Australia Pty Ltd (ACN 699 641 088).

These terms and conditions, together with the subscription package you select from our Site, form our contract with you (Agreement), and set out our obligations as a service provider and your obligations as a customer. You cannot use the Platform unless you agree to this Agreement.

Some capitalised words in this Agreement have defined meanings, and each time that word is used it has the same meaning. You can find a list of the defined words and their meaning at the end of this Agreement.

Contact email: support@mojolab.au

1. Subscription and Term

1.1 This Agreement commences from the time you click “I accept” (or similar button or checkbox) and will continue until terminated in accordance with its terms.

1.2 Subject to your compliance with this Agreement, we will provide you with a unique link to download, and the Licence to install and use, the Platform, in accordance with the subscription package you selected from our Site. All of our subscription packages operate on a monthly recurring basis.

1.3 We will not be responsible for any other products or services unless expressly set out in this Agreement.

1.4 If we provide you with any new or beta services (to download, install and run), you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with are for evaluation purposes only and not for production use, and we may discontinue making those services available to download at any time at our sole discretion.

1.5 We may amend this Agreement at any time, by providing written notice to you. By clicking “I accept” or making your next payment, you agree to the amended Agreement, which will take effect from the next month of your subscription. If you do not agree to the amendment, you may cancel your subscription and terminate this Agreement in accordance with clause 11.4.

1.6 You may request an upgrade or downgrade to your subscription package (in accordance with the tiers set out on our Site) by notifying us in writing, and the upgrade or downgrade will take effect from the next month of your subscription.

2. Your Obligations and System Requirements

2.1 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). You agree that you are responsible for ensuring that:

(a) your System meets any minimum technical specifications notified to you on our Site (Minimum Requirements) before downloading the Platform. We may update the Minimum Requirements from time to time by written notice to you;

(b) your System is properly configured, maintained and secured (including by installing all relevant updates, patches and security fixes) to support the Platform’s operation and to protect the integrity and security of the files, data and information the Platform reads, analyses and reports on;

(c) you have all necessary rights, consents and approvals to permit the Platform to perform the Purpose (including with respect to the personal information of your Personnel); and

(d) you set up appropriate access controls, permissions and safeguards on the Platform and within your System to restrict the Platform’s access to only the data that it reasonable requires for the Purpose.

2.2 The outputs generated by the Platform (including any governance frameworks, analysis or monitoring reports) are based solely on the files and data you make available to it within your System. You acknowledge and agree that:

(a) the accuracy, completeness and reliability of any advice, analysis or reporting provided by the Platform depends on accuracy, completeness and reliability of the files and data you make available to it in your System and your System meeting any Minimum Requirements;

(b) the Platform's outputs are generated to assist you to develop and monitor your own AI governance framework, and do not constitute legal, compliance or professional advice, and you remain solely responsible for determining and implementing appropriate AI governance policies and practices within your organisation; and

(c) you are responsible for independently reviewing and verifying any advice, analysis or reporting generated by the Platform before relying on it or acting on it.

2.3 You agree to comply with this Agreement, all applicable laws and regulations, and our reasonable requests. You further agree that you are responsible for ensuring that your Personnel comply with these obligations.

2.4 Where you engage third parties to operate alongside the Platform (for example, any third-party software used in your System that our Platform will interact with), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise. We will use reasonable endeavours to ensure the Platform operates as intended in your System.

3. Platform Licence

3.1 We grant you a non-exclusive, irrevocable, worldwide, non-transferable licence to download, install and use the Platform only for the Purpose for the duration that you continue to make your monthly payments for the Platform, subject to this Agreement (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.

3.2 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.

4. Our Intellectual Property

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

4.2 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.

4.3 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 this Agreement, 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 this Agreement;

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

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

5. Your Data

5.1 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 this Agreement,

(Your Data).

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

5.3 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.

5.4 This clause 4 will survive the termination or expiry of these Terms.

6. Warranties

6.1 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 this Agreement;

(c) all information and documentation that you provide to us in connection with this Agreement 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 this Agreement.

7. Confidential Information

7.1 Each party agrees to keep the other party's Confidential Information confidential and to take reasonable steps to protect it from unauthorised access or disclosure. Each party may only disclose the other party's Confidential Information to its Personnel on a need-to-know basis, and to its third party service providers for the purposes of assisting it to perform its obligations under this Agreement, provided in each case that those parties keep the Confidential Information confidential in accordance with this clause 7.

7.2 The obligations in this clause 7 do not apply to Confidential Information that:

(a) is or becomes publicly available other than through a breach of confidence;

(b) is independently created by the receiving party without reference to the disclosing party's Confidential Information; or

7.3 Either party may disclose Confidential Information to legal or regulatory authorities if required by law to do so, provided that the disclosing party uses reasonable efforts to give the other party prior written notice where permitted by law.

7.4 Each party acknowledges that a breach of this clause may cause irreparable harm for which damages may not be an adequate remedy, and that either party may seek injunctive or other equitable relief to protect its confidential information in addition to any other remedies available at law.

7.5 This clause 7 will survive the termination or expiry of these Terms.

8. Personal Information

8.1 We may collect, hold and disclose and use any Personal Information you provide to us (for example, when you register through our Site) in accordance with our privacy policy, available on the Site, and applicable privacy laws.

8.2 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

8.3 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

8.4 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

8.5 This clause 8 will survive the termination or expiry of these Terms

9. Consumer Law Rights

9.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and this Agreement does not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of this Agreement.

9.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

9.3 If you accept this Agreement in Australia, nothing in this Agreement should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

9.4 This clause 8 will survive the termination or expiry of these Terms.

10. Liability

10.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) your System or computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any loss arising from the uninstallation of the Platform following termination or expiry of this Agreement in accordance with clause 11.7.

10.2 Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

(c) our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability.

10.3 This clause 10 will survive the termination or expiry of this Agreement.

11. Suspension and Termination

Suspension

11.1 We may suspend your Licence where we reasonably believe there has been a breach of this Agreement, and we will work with you to resolve the matter. If it cannot be resolved, then we may terminate this Agreement and your Licence will end.

Termination

11.2 We may terminate this Agreement (meaning your Licence will end) if:

(a) you fail to pay your fees when they are due;

(a) you (or your Personnel) breach this Agreement and do not remedy that breach within 14 days of us notifying you of that breach;

(b) you (or your Personnel) breach this Agreement and that breach cannot be remedied; or

(c) we decide to discontinue the Platform, in which case we will provide you with at least 90 days’ written notice; or

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

11.3 You may terminate this Agreement if:

(a) we breach this Agreement and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach this Agreement and that breach cannot be remedied, and if you have paid monthly fees upfront for recurring use of the Platform, you will be issued a pro-rata refund of any unused part of those fees.

11.4 You may also terminate this Agreement at any time by notifying us (as set out in clause 12.7), and termination will take effect at the end of the current month of your subscription.

11.5 Prior to termination or expiry of this Agreement, you should export Your Data (to the extent required) and any outputs produced by the Platform that you require.

11.6 Termination of this Agreement will not affect any other rights or liabilities that we or you may have.

Uninstallation on Termination

11.7 Where your Licence is suspended or terminated in accordance with these Terms, you must, within 30 days:

(a) 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

(b) provide us with written confirmation that such uninstallation and deletion have been completed, signed by an authorised representative of your organisation.

Audit Rights

11.8 We (or an independent third party nominated by us and bound by confidentiality obligations no less onerous than those in this Agreement) may, on reasonable written notice, audit your System to verify that you have complied with this Agreement, including clause 11.7.

11.9 You must provide us and/or any auditor with 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.

11.10 This clause 11 will survive the termination or expiry of these Terms.

12. General

12.1 Assignment: You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. We may assign or transfer this Agreement to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

12.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

12.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations, if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

12.4 Governing law: This Agreement is governed by the laws of Queensland, and any matter relating to this Agreement is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts.

12.5 Illegal Requests: We reserve the right to refuse any request for or in relation to this Agreement that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.

12.6 Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

12.7 Notices: Any notice you send to us must be sent to the email set out at the beginning of this Agreement. Any notice we send to you will be sent to the email address you provided when registering on our Site.

12.8 Professional Services Disclaimer: The Platform, any outputs created by it, and any other services provided by us in connection with this Agreement, 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.

12.9 Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

13. Definitions

13.1 In these Terms:

Confidential Information means information which:

(a) is disclosed by one party to the other in connection with this Agreement at any time;

(b) relates to a party's business, assets or affairs; or

(c) relates to the subject matter of, or any transactions contemplated by, this Agreement,

whether or not such information is reduced to a tangible form or marked as "confidential", and however it is received.

Consequential Loss includes any consequential loss, special or 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. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.

Intellectual Property Rights 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.

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 us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

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.

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