General Terms and Conditions

Enhance Labs AI – Closed Alpha

This document sets out the terms and conditions for the use of the closed alpha demonstration (Preview Release) of the Enhance Labs AI Platform. By entering into an Order Form, you acknowledge and agree that you enter into a legally binding and enforceable agreement with us consisting of the documents referenced below (together, your Customer Agreement):

Introduction

The Platform and the Services are provided by Enhance Labs Pty Ltd ABN 74 684 330 229 (Enhance Labs, we, our or us).

You and your End Users may only access and use the Platform and Services if you have a valid Subscription, obtained by entering into an Order Form.

In your Customer Agreement, Customer, you and your refers to the party named in the applicable Order Form.

1. Subscriptions

Unless otherwise specified in your Order Form, your Subscription will start from the Commencement Date specified in that Order Form and continue until it is cancelled by either party in accordance with your Customer Agreement (Subscription Term).

You must, and must ensure your End Users, comply with any additional restrictions or Special Terms identified in your Order Form.

2. Operation of the Platform and Services

2.1 Supply of Platform and Services

During your Subscription Term, Enhance Labs will exercise reasonable commercial endeavours to provide the Services identified in your Order Form to you in accordance with your Customer Agreement.

Subject to your continued compliance with this Customer Agreement, including the Acceptable Use Policy, Enhance Labs grants you and your End Users a non-exclusive, worldwide, non-transferable, revocable licence as further detailed in the Order Form to access and use the Platform (and any accompanying Software) for the duration of the Subscription Term and solely for your own internal use.

You acknowledge and agree that not all Services will be available at all times to you and your End Users, including where additional fees are payable for access to certain Services or during periods of Scheduled Maintenance or Emergency Maintenance.

2.2 Modifications and Updates to the Platform

You acknowledge and agree that Enhance Labs may modify or update the Platform and/or the Services from time to time.

Enhance Labs will provide you with reasonable notice (and will take reasonable steps to provide 7 days' notice) of a material modification to the Platform or the Services that is likely to result in a material detriment to your rights under your Customer Agreement, unless impracticable to do so or where required by law.

2.3 Maintenance

Enhance Labs may conduct Scheduled Maintenance or Emergency Maintenance at any time during your Subscription Term, which may interfere with the normal operation or availability of the Platform and/or Services. Enhance Labs will exercise reasonable endeavours to ensure you are notified of Scheduled Maintenance, and may perform Emergency Maintenance without prior notice.

Enhance Labs will not be liable for any failure to perform its obligations under your Customer Agreement during any period of Scheduled Maintenance or Emergency Maintenance.

3. Our Responsibilities

3.1 Closed Alpha Release

You acknowledge and agree that the Platform and Services are made available to you on a "closed alpha" basis as a Preview Release, and without limiting sections 10.4 and 12, subject to Applicable Law, you acknowledge that the Services are provided on an "as-is" basis without warranty or guarantee.

Our sole responsibility under and in connection with your Customer Agreement is to exercise reasonable commercial endeavours to provide you and your End Users with a closed alpha demonstration of the Platform and Services.

You, and you must ensure that your End Users, acknowledge and agree that the Platform and Services are intended for demonstration and evaluation purposes only.

4. Your Responsibilities

4.1 Use of the Platform and Services

You must, and must ensure your End Users, comply with the terms of your Customer Agreement in connection with any use of the Platform and the Services. You will be solely responsible and liable for the acts or omissions of each End User as if they were your own acts or omissions.

You warrant, as at the time you enter into your Customer Agreement and on an ongoing basis during the Subscription Term, that you have full legal capacity and power to enter into your Customer Agreement and to carry out the activities contemplated in your Customer Agreement, you hold all authorisations necessary to enter into and perform your obligations under the Customer Agreement and the Customer Agreement is binding upon you.

4.2 Minimum Operating Requirements

You understand that the Platform may not work under all conditions or on all devices, including all tablets and mobile devices or on all operating systems.

You are responsible for ensuring that you and your End Users:

use all equipment, devices, software, and services (including high speed internet services and the latest version of browsers) necessary to access the Services;
keep such equipment, devices, software, and services up to date in accordance with modern standards; and
install sufficient anti-virus and anti-malware solutions to protect such equipment, devices, software, and services in accordance with appropriate industry standards.

4.3 Platform Functionality

You will be required to create an account to use the Platform and Services, and you must ensure that all information provided to Enhance Labs in connection with your account is complete, accurate, up-to-date and meets any other reasonable requirements notified to you by Enhance Labs from time to time. You must always keep your account information current during your Subscription Term.

You are responsible for all activities that occur on your account, including any unauthorised use or misuse of your account (except to the extent any such unauthorised use or misuse is caused by our fraud or negligence).

4.4 Maintaining Account Security

You must, and must ensure your End Users, keep any account login credentials (including usernames and passwords) confidential and do not provide them to any other person. You must notify Enhance Labs immediately if you believe there has been any unauthorised access to, or use of, your account.

4.5 Co-operation with Enhance Labs

Enhance Labs may monitor your compliance with your Customer Agreement, including compliance with the Acceptable Use Policy.

If Enhance Labs determines that you or any of your End Users are using the Platform or Services in breach of your Customer Agreement or the Acceptable Use Policy, or there may have been suspicious or unauthorised activity using your account, Enhance Labs may take any or all of the following steps:

suspend or terminate the Services in accordance with section 14;
require that you provide Enhance Labs with all information reasonably requested by Enhance Labs to investigate the relevant circumstances; and
require that you otherwise co-operate with Enhance Labs in good faith to resolve any issues identified by Enhance Labs.

You agree that nothing in section 4.5 limits any other rights or remedies Enhance Labs may have under or in connection with your Customer Agreement (including Enhance Labs' rights under section 14) or at law.

5. Content

5.1 Your Responsibility for Customer Content

You are solely responsible for Customer Content, including:

any decision by you and your End Users to upload Customer Content and to allow other people to access and use Customer Content as contemplated in your Customer Agreement; and
your compliance with your obligations under Applicable Law relating to the collection, handling, and use of Customer Content.

You acknowledge and agree that Customer Content may not be accessible at all times during your Subscription Term and may be deleted by Enhance Labs in accordance with your Customer Agreement. You are responsible for backing up and maintaining sufficient copies of Customer Content.

5.2 Your Use of Third Party Content

Subject to your compliance with the terms of your Customer Agreement (including any obligations relating to Confidential Information), you may access, and may provide End Users with access to Third Party Content made available to you through Third Party Services using the Platform.

You acknowledge and agree that:

in accessing any Third Party Content, you do so at your own risk;
Third Party Content may from time to time be unavailable, or removed by Enhance Labs or the relevant Third Party Service provider; and
you must, and you must procure that all End Users, use Third Party Content in accordance with your Customer Agreement.

6. Third Party Services

In providing the Services, Enhance Labs facilitates third party service providers who provide Third Party Services and Third Party Content which may be incorporated into the Platform or otherwise made available to you and your End Users. Enhance Labs also uses Third Party Service providers for cloud hosting of the Platform, and may engage other third parties to assist with our operations.

A list of the Third Party Services, and accompanying Third Party Terms are available on our Website, and you agree to be bound by those Third Party Terms where you make use of the relevant Third Party Service.

Without limiting any other part of your Customer Agreement, you acknowledge and agree that:

Third Party Content and Third Party Services may from time to time be unavailable, or removed by Enhance Labs or the relevant Third Party Service provider;
you and your End Users must use the Third Party Services and Third Party Content in accordance with your Customer Agreement, Enhance Labs' reasonable directions, and any applicable Third Party Service Terms; and
you have, and will ensure that your End Users have, read, and understood the disclaimers specified in section 12.2.

In some cases, you may be required to enter into an agreement directly with the relevant Third Party Service provider and satisfy additional requirements to access the applicable Third Party Service. In this case:

Enhance Labs will exercise reasonable commercial efforts to notify you if required; and
you acknowledge and agree that you and your End Users may not be able to access the relevant Third Party Service until you have satisfied the requirements of the relevant Third Party Service provider (as notified to you by that Third Party Service provider or Enhance Labs).

7. Intellectual Property

7.1 Enhance Labs' Intellectual Property

Enhance Labs retains all Intellectual Property Rights in:

the Services, Platform, and Software, including all modifications, enhancements, and updates made to the Platform and Software;
mechanisms designed to ingest Customer Content, including data integration and processing pipelines;
any Usage Data;
as between the parties, any pre-existing material which is incorporated into the Services, Platform or Software which was already owned by Enhance Labs before the Commencement Date;
newly developed material created by or on behalf of Enhance Labs in the course of performing the Services, or updates to the Platform or Software, excluding Customer Content and Output; and
any products or services developed by Enhance Labs or through the use of feedback or suggestions from you or third parties.

To the extent that you or your End Users at any time acquire any right, title or interest in any Intellectual Property Rights in the items specified above, you will assign all such Intellectual Property Rights in those items to Enhance Labs and will do all things required for the purpose of giving effect to this section.

7.2 Customer Intellectual Property

As between the parties, you retain all Intellectual Property Rights in:

the Customer Content;
the Output; and
any pre-existing material incorporated into the Customer Content which was already owned by you before the Commencement Date,

excluding material the subject of section 7.1.

You grant (and where required, will procure that the End Users grant) to Enhance Labs, a non-exclusive, royalty-free, worldwide, irrevocable, perpetual licence to:

use, access, process, display, reproduce, communicate, store, and host all copyright works and subject matter in Customer Content, for any purpose related to the Services or your Customer Agreement (including to provide that Customer Content to Third Party Services). This licence includes the right to grant sub-licences without your prior consent; and
reproduce and communicate your name, image, logo, trademarks or service marks in any advertising, promotional material, publicity, press release or presentation, for the purpose of marketing and promoting Enhance Labs' services.

You warrant that:

you and your End Users (as applicable) have the necessary rights and have procured all required consents to:
- provide Enhance Labs with Customer Content in accordance with your Customer Agreement; and
- permit Enhance Labs to use Customer Content to use, access, process, display, reproduce, communicate, store, and host that Customer Content in connection with the Services; and
Customer Content does not, and use of Customer Content by Enhance Labs, in accordance with the terms of your Customer Agreement will not, infringe the rights of any third party (including any Intellectual Property Rights or duty of confidentiality).

7.3 Third Party Content

The relevant Third Party Service provider (or its respective licensors) retains all Intellectual Property Rights in Third Party Content, including any modifications or improvements.

Intellectual Property Rights in Third Party Content may be licensed to you and your End Users on the applicable Third Party Terms. You must, and must ensure your End Users, only use Third Party Content to obtain the benefit of the Services and in accordance with your Customer Agreement (including the relevant Third Party Terms).

7.4 Reservation of All Other Rights

You acknowledge and agree that, to the extent permitted by law, the only rights granted to you and your End Users in relation to the Services are those expressly specified in your Customer Agreement. All other rights are expressly reserved by Enhance Labs or the relevant licensor.

8. Confidential Information

You must not, and must ensure your End Users do not, use or disclose any Confidential Information except to the extent necessary for you to exercise your rights and perform your obligations under your Customer Agreement, or as otherwise required by law. You must, and must ensure that your End Users:

ensure that any person who receives Confidential Information keeps that information confidential and only uses it to the extent necessary for you to exercise your rights and perform your obligations under your Customer Agreement, or as otherwise required by law; and
where disclosure of any Confidential Information is required by law:
- notify Enhance Labs as soon as possible (to the extent permitted by law);
- consult with Enhance Labs prior to disclosing the Confidential Information; and
- disclose no more Confidential Information than is necessary to comply with law.

9. Privacy and Data Security

9.1 Handling of Personal Information

Enhance Labs will handle Personal Information in accordance with its Privacy Policy.

By entering into your Customer Agreement, you acknowledge and agree that you have read and understand the Privacy Policy, and consent to Enhance Labs handling Personal Information of you, your End Users, your customers or other such persons described in your Content in accordance with the Privacy Policy.

You must ensure that End Users are made aware of the Privacy Policy and consent to the handling of their Personal Information by Enhance Labs as set out in the Privacy Policy.

9.2 Overseas Disclosures of Customer Content

You acknowledge and agree that Customer Content (including Personal Information) may be disclosed to Third Party Service providers (including our third party hosting provider) and who may be located outside of Australia. Details of how Enhance Labs may handle Personal Information outside of Australia are accessible in the Privacy Policy.

If you access the Services outside Australia, you are responsible for compliance with the laws of that jurisdiction, to the extent that they apply. Enhance Labs makes no representations that the Services or any Content complies with the laws of any location outside Australia.

9.3 Security of Customer Content

You acknowledge and agree that the Services are made available to you on a "closed alpha" basis as a Preview Release, and accordingly, subject to Applicable Law and clause 12:

Enhance Labs makes no representations or warranties regarding the security of the Platform (including any Software), the Services, Customer Content, or Output stored, processed, or transmitted through the Platform;
Enhance Labs does not warrant that the Platform (including any Software) or Services will be free from vulnerabilities, security defects, unauthorised access, data breaches, or other security incidents or that the Customer Content or Output will be protected from misuse, interference, and loss; and from unauthorised access, modification, or disclosure; and
use of the Platform (including any Software) and Services is at your own risk, and you are solely responsible for assessing whether the security features and practices of the Platform and Services meet your requirements before uploading any Customer Content or using the Platform in connection with any sensitive, confidential, or personal information.

9.4 Your Obligations

You must, and must ensure that your End Users, comply with applicable Privacy Law and only collect, use, store, transfer, delete, disclose, or otherwise handle Personal Information you receive in connection with the Services in accordance with applicable Privacy Laws.

You are responsible for reading and providing End Users with any applicable notices, or obtaining any consents, as required by applicable Privacy Laws before permitting the disclosure of any Personal Information to Enhance Labs or a Third Party Service provider.

You must immediately notify Enhance Labs on becoming aware of:

a suspected or actual Security Breach;
any suspicious or unauthorised activity related to your account, or the Platform or Services; or
any Harmful Code being introduced into the Platform or Services.

You must co-operate with Enhance Labs and take such reasonable steps directed by Enhance Labs to assist in the investigation, mitigation and remediation of any event specified above, or any other request relating to either party's compliance with Privacy Laws.

10. Fees and Payment

10.1 Fees

In consideration for Enhance Labs' provision of the Platform and Services, you must pay Enhance Labs the Fees set out in the Fee Schedule, available at https://app.enhancelabs.ai/settings/billing, or as otherwise agreed in an Order Form.

The Fees are payable at the frequency and the times set out in the Fee Schedule, unless otherwise specified in your Order Form. You may not set-off or deduct any amount from the Fees payable by you under your Customer Agreement.

10.2 Taxes and Other Charges

Unless specified otherwise, the Fees are exclusive of all taxes, duties, and charges (including GST, and other similar taxes) imposed or levied in Australia or overseas in connection with your Customer Agreement, including any bank fee or other third party charges.

You agree that where any withholding or deduction is required on account of any such taxes, duties, and charges, you will pay Enhance Labs an additional amount equal to the amount withheld or deducted such that Enhance Labs receives and retains the same amount it would have had no withholding or deduction been required.

To the extent that payments to be made under your Customer Agreement are subject to taxes, duties or other charges, the amount of such tax, duty or charge will be shown as a separate item on the relevant invoice and will be added to the Fees. Enhance Labs will submit valid tax invoices to you as required by the Applicable Law for all fees, taxes, duties, and charges payable by you. You agree that all taxes, duties, and charges are payable by you in addition to the Fees upon receipt of a valid tax invoice.

10.3 Changes to Fees

Notwithstanding section 15.3, you acknowledge and agree that Enhance Labs may, in its reasonable discretion, amend the Fees payable for the Services, with such changes not to take effect until the monthly billing cycle subsequent to the month in which the notice period ends. Enhance Labs will provide a minimum of 7 days' written notice, or otherwise by making available an updated Fee Schedule on our Website.

If you elect not to accept the Fee changes, you may cancel your Subscription on prior written notice to us, before the commencement of the next monthly billing cycle, subject to the payment of any outstanding amounts.

11. Disclaimers

11.1 General

You acknowledge and agree that the Services are made available to you on a "closed alpha" basis as a Preview Release. The Platform (including any Software) and the Services will continue to be developed, updated, and modified over time, and to the extent permitted by law:

the Platform and Services are intended for evaluation purposes, and Enhance Labs makes no representations or warranties as to the suitability, reliability, accuracy, or fitness for purpose of the Platform or Services for use in a live or production environment;
Enhance Labs fully disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement;
the Services are provided to you on an "as is" and "as available" basis and Enhance Labs does not warrant the availability of the Services or that the use of the Platform will be uninterrupted or error-free;
the Platform incorporates artificial intelligence features reliant upon data inputs. Due to the nature of artificial intelligence and machine learning mechanisms, the Platform may exhibit bias or performance and output variations taking into account the data inputs provided, and accordingly:
- you acknowledge any Output generated by the Platform is not our opinion, perspective, belief, or a statement which we support or endorse;
- any AI functionality may produce outputs that contain hallucinations, errors, and inaccuracies. It is your sole responsibility to review the Output and consider whether you should rely on and use the Output;
- Enhance Labs disclaims any liability for the Output, including errors or inaccuracies in the Output of the Platform arising from incomplete, inaccurate, or inappropriate data inputs provided by the Customer or End Users; and
- Enhance Labs does not warrant that the Platform will achieve any particular result or outcome, or that it will operate without interruption or error;
the Platform is an assistive technology and is not intended to replace human judgment or industry best practices and should not be:
- relied upon as the sole or primary means of ensuring safety, compliance, or operational decision-making; or
- used with any Personal Information solely for, or in a manner substantially and directly related to, any decisions that could reasonably be expected to significantly affect the rights or interests of an individual;
to the extent permitted by law and without limiting any other part of your Customer Agreement, Enhance Labs is not responsible for any of the following, whether in connection with the Platform, Services or any Third Party Service:
- any delays, interruptions, delivery failures, degradation of data or any other loss or damage resulting from any matter outside of Enhance Labs' reasonable control (including any outage);
- any failures of the Platform, Services or Third Party Service due to:
  - issues with any equipment, software or services used by you or your End Users to access the Services, or the inability of you or your End Users to access or use any necessary equipment, software, or services; or
  - security incidents or breaches impacting your or your End Users' other equipment, software, services, or systems;
- in respect of content:
  - any use of Customer Content by any person who you have permitted to access Customer Content, including their failure to keep Customer Content confidential;
  - Customer Content and any Third Party Content, including the accuracy, suitability, ongoing availability or currency of Customer Content and any Third Party Content accessed or received by you in connection with the Services;
  - verifying or validating any Customer Content or Third Party Content;
  - loss of or inability to access Customer Content or Third Party Content; or
  - your use of any Content obtained as part of the Services outside of the Platform, including use in connection with your or your End Users' equipment, software, services, or systems;
- any failures or Loss caused by your or your End Users' use of a Third Party Service.

Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. You warrant that you have not relied on the availability of any future functionality, roadmap items, or product enhancements in entering into this Agreement.

For clarity, nothing in your Customer Agreement limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law that cannot be limited or excluded.

11.2 Third Party Services

You acknowledge and agree that:

to the extent permitted by law, where a Third Party Service provider makes Third Party Services available to you and your End Users in connection with the Services such Third Party Services are provided on an as-is basis and Enhance Labs disclaims all responsibility for the provision of those Third Party Services; and
Third Party Services (including all Intellectual Property Rights in the Third Party Service and associated Third Party Content) are owned or licensed by the relevant third party licensor of that Third Party Service.

11.3 Australian Consumer Law

Nothing in this Customer Agreement excludes, restricts, or modifies any guarantee, right, or remedy which applies to the supply of Services under this Agreement and which cannot be excluded, restricted, or modified under the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Where any supply by Enhance Labs under this Customer Agreement comprises a supply to a 'consumer' as defined in the Australian Consumer Law, then, to the extent permitted by the Australian Consumer Law, our liability for any failure to comply with a guarantee under the Australian Consumer Law in relation to the supply of services is limited, at our option, to:

the supplying of the services again; or
the payment of the cost of having the services supplied again.

12. Liability and Indemnities

12.1 Limitation of Liability

Enhance Labs' total liability under or in connection with your Customer Agreement including in contract, tort (including negligence), equity, or under statute is limited to the total Fees paid by you in the 3 months prior to the date of the event giving rise to the relevant Claim.

Enhance Labs will not be liable for any consequential loss, or loss not arising naturally according to the usual course of things, loss of profit or savings, loss of goodwill or damage to reputation or loss of data.

12.2 Indemnities

You agree to indemnify Enhance Labs from and against all Loss incurred, suffered, or arising out of or in connection with:

your breach of sections 5 (Content), 8 (Confidential Information), 9 (Privacy and Data Security) or the Acceptable Use Policy;
any Customer Content provided by you or your End Users, including any Claim that:
- any Customer Content is not accurate or complete, or is misleading or fraudulent; or
- any use of the Customer Content breaches Applicable Law;
any Claims arising from your reliance on Output;
any fraud or wilful misconduct committed by you, your personnel, or your End Users;
any Claim by a third party that you, your personnel, or your End Users:
- have misused the Platform, Services, or any Third Party Service; or
- acted fraudulently; and
your or your End Users' use of the Platform, Services, or any Third Party Service in breach of your Customer Agreement or any applicable Third Party Terms.

12.3 Indemnity for IP Claims

You indemnify and hold Enhance Labs harmless against all IP Claims arising out of an act or omission of you or any of your End Users, including in relation to any modification to any part of the Services made by you or any of your End Users, any breach of a third party's or Enhance Labs' Intellectual Property Rights or of any confidentiality rights, or any Customer Content or Output generated using Customer Content.

You must:

notify Enhance Labs in writing as soon as reasonably practicable after you become aware of any IP Claim;
take all reasonable steps to mitigate Loss under or in connection with the IP Claim;
give Enhance Labs or its nominee the option to conduct the defence of any IP Claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that Enhance Labs will consult with you as reasonably required in the conduct of the defence or settlement of any IP Claim to the extent reasonably necessary; and
where requested, provide Enhance Labs with reasonable assistance in conducting the defence of any IP Claim.

12.4 Our Liability to You

Notwithstanding any other part of your Customer Agreement, to the maximum extent permitted by law, we will not be liable to you, your End Users, or any person that you or your End Users represent for any Loss suffered or incurred in connection with:

any of the circumstances set out in section 11.1;
any delay, Loss, or failure of performance caused or contributed to by a Force Majeure Event;
any act or omission of you, your End Users, or a Third Party Service provider;
any outage, failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records (except to the extent Enhance Labs has failed to comply with section 9, in which case Enhance Labs' liability will be limited in accordance with section 12.1);
the accuracy, suitability, availability, or currency of any information accessed or received by you or your End Users in connection with the Services (including Customer Content, Output, Third Party Content); or
any Loss arising from or in connection with any Preview Release of the Platform, including any changes, updates, modifications or discontinuation of any features, functionality or performance of the Platform, and any failure by you or your End Users to assess whether the security, privacy and operational features of the Platform and Services meet your requirements prior to use;
any Loss arising from or in connection with security vulnerabilities, defects, weaknesses, or incidents in or relating to your applications, software, systems, or Customer Content deployed or run on the Platform, including where such applications, software, systems, or Customer Content are not fundamentally secure prior to deployment, and any resulting security breaches, data loss or other consequences;
your or your End Users' reliance on the Services and any Customer Content or Output.

13. Cancellation and Suspension

13.1 Customer Cancellation of Subscription

Without limiting section 13.2, you may cancel your Subscription at any time during the Subscription Term by providing Enhance Labs with at least 30 days' written notice.

13.2 Cancellation of Subscription by Either Party

Either party may cancel the Subscription immediately with notice in writing to the other party:

if the other party materially breaches the Customer Agreement and such breach is not remedied within 14 days of the breach, or the breach is irremediable; or
if the other party becomes, threatens, or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.

13.3 Restrictions, Suspensions, and Cancellation by Enhance Labs

Enhance Labs may, at any time, restrict, suspend, or cancel your Subscription or access to the Services in whole or in part if:

you fail to pay the applicable Fees in time;
you have breached any provision of your Customer Agreement or Enhance Labs reasonably believes that you will, or you intend to, breach any provision of your Customer Agreement;
Enhance Labs is required to do so by law;
in Enhance Labs' reasonable opinion, it is required to do so in order to comply with any contractual arrangement with, or request from, a Third Party Service provider;
Enhance Labs reasonably believes that it is necessary to maintain the security of the Services or any Content, including where Enhance Labs reasonably believes that there has been unauthorised use of your account; or
in Enhance Labs' reasonable opinion, your conduct impacts Enhance Labs' reputation, or violates the rights of Enhance Labs or any other person.

Except to the extent necessary to comply with law or protect the security of the Services or any Content, Enhance Labs will provide you with written notice before it restricts, suspends or terminates your account or your access to the Services under this section. Nothing in this section limits any other rights or remedies available to Enhance Labs under your Customer Agreement or at law.

Enhance Labs may also restrict, suspend, or cancel your Subscription or your access to the Services (in whole or in part) by providing you with at least 30 days' written notice, if:

Enhance Labs decides to withdraw the Services from the country in which you are resident or from which you use the Services;
your account has been inactive for more than 12 months; or
provision of the Services to you could result in material adverse consequences to Enhance Labs' operations or financial condition.

13.4 Consequences of Cancellation

On cancellation of your Subscription for any reason:

you, and each of your End Users, must cease to use the Services and Enhance Labs' Confidential Information;
your Customer Agreement and licence to use the Platform and Software will terminate; and
unless otherwise specified, you remain liable to pay to Enhance Labs, and Enhance Labs is entitled to recover from you, all Fees that arose before the cancellation that have not been paid.

13.5 Survival

The following provisions will survive any termination or expiry of the Customer Agreement, or the cancellation of your Subscription: sections 4 (Your Responsibilities), 5 (Content), 6 (Third Party Services), 7 (Intellectual Property), 8 (Confidential Information), 9 (Privacy and Data Security), 10 (Fees and Payment), 11 (Disclaimers), 12 (Liability and Indemnities), 13 (Cancellation and Suspension), and 14 (General); and all terms and conditions of the Customer Agreement, which by their nature anticipate survival of any termination or expiration of the Customer Agreement (as applicable).

14. General

14.1 Governing Law and Disputes

Your Customer Agreement and any dispute arising out of it is governed by the laws of the State of Victoria, Australia, and each party submits to the exclusive jurisdiction of the courts of Victoria.

To the extent a dispute arises under your Customer Agreement:

either party may provide the other party with notice of the dispute, setting out reasonable particulars of the dispute (Dispute Notice); and
within 30 days of the other party's receipt of the Dispute Notice, each party's representatives must meet at least once to attempt to resolve the dispute in good faith.

If the dispute cannot be resolved within that 30-day period, a party may commence legal proceedings with respect to the dispute. For clarity, a party must not commence legal proceedings in respect of a dispute unless they have complied with these requirements.

14.2 Force Majeure

A party does not breach this agreement and is not liable to the other party for a delay or failure to perform an obligation to the extent it results from a Force Majeure Event.

The party affected by the Force Majeure Event must notify the other party of the Force Majeure Event as soon as reasonably practicable and must take all reasonable steps to limit the effects of the Force Majeure Event.

14.3 Changes to Your Customer Agreement

Subject to the provisions below, Enhance Labs may modify your Customer Agreement (in whole or in part) at any time by publishing the relevant amended document(s) on our Website. Your continued access to or use of the Services after such posting, constitutes your continued consent to be bound by your Customer Agreement as amended.

If the proposed modification is likely to result in a material detriment to your rights under your Customer Agreement:

Enhance Labs will provide you with at least 7 days' written notice of the relevant change (unless it is not practicable to do so, in which case, Enhance Labs will give you as much notice as reasonably practicable); and
within 7 days of receiving our notice, you may cancel your Subscription and terminate your Customer Agreement without penalty by notice in writing to Enhance Labs and any termination shall take effect at the next billing date.

Enhance Labs will exercise commercially reasonable endeavours to notify you of modifications to the Services or Platform that are not likely to result in a material detriment to your rights under your Customer Agreement by publishing release notes, or similar notifications on our Website, within the Platform, or through any other reasonable means of communication.

Changes to the Fees payable are to be conducted in accordance with section 10.3. Enhance Labs may also change its Privacy Policy from time to time, and will publish an updated version on our Website.

14.4 Notices

Enhance Labs may send notices to your email address or your address as set out in your account. You must send notices to Enhance Labs at engineering@enhancelabs.ai.

14.5 Assignment and Subcontracting

Enhance Labs may subcontract its rights and obligations under your Customer Agreement (in whole or in part) and may assign or novate its rights under your Customer Agreement at any time, including in connection with a sale of its business or assets, merger, or consolidation.

You may not assign or novate any of your rights under your Customer Agreement without Enhance Labs' prior written consent (not to be unreasonably withheld).

14.6 Entire Agreement

To the maximum extent permitted by law, your Customer Agreement contains the entire agreement between you and Enhance Labs about its subject matter. Any previous understanding, agreement, representation, or warranty relating to that subject matter is replaced by your Customer Agreement and has no further effect.

14.7 Severability

If any part of your Customer Agreement is found to be void or unenforceable by a court of competent jurisdiction, that part will be severed from your Customer Agreement, and the rest of your Customer Agreement will not be affected.

14.8 Order of Precedence

In the event of conflict or inconsistency between the documents comprising your Customer Agreement, such conflict or inconsistency shall be resolved in accordance with the following order of precedence:

any Special Terms in an Order Form;
the remainder of your Order Form;
the Schedules;
the General Terms; and
any other document incorporated by reference in your Customer Agreement.

14.9 Interpretation

In your Customer Agreement, the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this Agreement do not limit what else is included and must be construed as if they are followed by the words 'without limitation'.

15. Definitions

In addition to any terms defined in-text, the following definitions apply to your Customer Agreement:

Applicable Laws means any statute, ordinance, code, or other law including regulations under them and any code of practice, membership rules or standards issued by relevant regulators or industry bodies, whether or not having the force of law, applicable to this Customer Agreement, the Confidential Information, the Services, the provision of the Services or any other obligations performed under this agreement.

Business Day means 9 am to 5 pm, Monday to Friday, excluding any public holidays in Victoria, Australia.

Claim means any debt, cause of action, liability, claim, proceeding, suit, or demand of any nature howsoever arising and whether present or future, or whether at law, in equity, under statute or otherwise.

Commencement Date means the date specified in your Order Form.

Confidential Information means confidential, non-public, or proprietary information exchanged between the parties including information relating to the business, technology, or other affairs of the disclosing party, and Customer Content, but does not include information which is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the disclosing party; or which the recipient party can prove was already lawfully known to it at the time of disclosure by the disclosing party; independently developed by the recipient party without reference to the Confidential Information of the disclosing party; or acquired by the recipient party from a source other than the disclosing party or any of its representatives where such source is entitled to disclose it on a non-confidential basis.

Customer Agreement has the meaning given in the preamble to this document.

Customer Content means content (including Personal Information) uploaded by you or your End Users on the Platform, or otherwise provided by you or your End Users to Enhance Labs or Third Party Service providers (as applicable) in direct connection with the Services.

Dispute Notice has the meaning given in section 14.1.

Emergency Maintenance means unscheduled maintenance conducted on the Platform from time to time.

End User means an individual that you authorise to access or use the Services under your Subscription.

Enhance Labs Content means any Content that is accessible by you through the Platform or that is otherwise provided to you by Enhance Labs (including any user interfaces, guidance documents or other Platform components), but excluding Customer Content and Third Party Content.

Enhance Labs Policies means all user guides and policies available on our Website or otherwise made available to you by Enhance Labs from time to time, including the Privacy Policy.

Fee means the fees charged by Enhance Labs to you in accordance with your Customer Agreement including the Subscription Fees and any other fees as set out in the Fee Schedule.

Fee Schedule means the webpage on our website (https://enhancelabs.ai/) that contains the pricing details applicable to the Services, as amended from time to time and incorporated into your Customer Agreement by reference.

Force Majeure Event means any event beyond a party's reasonable control, including floods, earthquakes, storms, tornadoes, tsunamis, landslides, fires, explosions, acts of government, pandemics, epidemics, quarantine, war, acts of terrorism, riots, insurrections, industrial actions or disputes, outages, and other similar events.

General Terms means sections 1 to 14 of this document.

Harmful Code means any computer program or virus or other code that is harmful, destructive, damaging or disabling or which assists in or enables theft, alteration, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data.

Intellectual Property Rights means any and all existing and future intellectual and industrial property rights throughout the world, whether conferred by statute, common law or equity, including rights in relation to copyright, trademarks, designs, circuit layouts, plant varieties, business and domain names, trade secrets, patent rights and rights to require that know-how be kept confidential (including the right to apply for registration of any such rights) and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

IP Claim means a Claim by a third party that your or your End User's use of the Platform, or any Customer Content or Output, infringes a third party's Intellectual Property Rights.

Loss means any liabilities, costs, expenses, loss, or damage (including legal fees on a full indemnity basis).

Order Form means an ordering document (in the form prescribed by us from time to time) that is entered into between you and Enhance Labs specifying the applicable Services to be provided by us and any Subscription that you have purchased.

Personal Information means any 'personal information' (as that term is defined in the Privacy Act 1988 (Cth)), which is collected, stored, handled or disclosed in connection with your Customer Agreement.

Platform means the Enhance Labs AI platform, integration and interfaces made available by Enhance Labs for use in the development, prototyping and modifications of websites and web applications, including the Software and any related documentation supplied by us.

Preview Release means any services or functionality that is made available by Enhance Labs to try at its option which is clearly designated as alpha, beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

Privacy Laws means any Applicable Law regarding the processing, privacy, and use of Personal Information, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and any other binding privacy codes or requirements applicable to you, Enhance Labs, or the Services.

Privacy Policy means our privacy policy available on the Website (as amended by Enhance Labs from time to time).

Scheduled Maintenance means scheduled maintenance services conducted on the Platform from time to time.

Security Breach means an actual or suspected misuse, interference, loss, unauthorised access, modification or disclosure of the Platform or the Customer Content.

Services means the services provided by Enhance Labs to you under your Customer Agreement, which may include access to and use of the Platform, including the ability to upload, edit and modify Customer Content through Third Party Services, engage in other forms of digital collaboration; and any other products or services made available on the Platform by Enhance Labs from time to time.

Software means Enhance Labs' proprietary software for installation on end-user devices, including all modules, features, APIs, user interfaces, documentation and updates made generally available to customers, as described in the Order Form and including any updates, enhancements, or modifications and any related documentation supplied by us.

Special Terms means any special terms set out in your Order Form.

Subscription means a subscription to use the Services in accordance with the details set out in your Order Form.

Subscription Fee means the subscription fees specified in the Fee Schedule or as otherwise agreed in an Order Form.

Subscription Term has the meaning given in section 1.

Supervisory Authority means any local, national, or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board, or other body responsible for administering Applicable Laws.

Third Party Content means any Content (including Personal Information) that is made available on the Platform, or accessible via the Platform, as part of a Third Party Service.

Third Party Service means a service (including software) that is provided by a party (other than Enhance Labs) that may interoperate with, integrate into, or is ancillary or related to the Services.

Third Party Terms means the relevant terms for a Third Party Service referenced on the Website (as amended from time to time by the relevant Third Party Service provider).

Usage Data means any data or information collected or processed as a consequence of the provision of the Services and which has been combined, aggregated, or adapted to such a degree that it: cannot be identified, including by reverse engineering, as originating, or deriving from a specific individual or Customer; is not capable of use substantially as a substitute for Customer Content; and is not Customer Content or Personal Information or derived from either of those things.

Website means the website available at https://enhancelabs.ai/ or such other online service made available by Enhance Labs from time to time.

Acceptable Use Policy

AUP 1. Compliance with Enhance Labs Policies

You are responsible for ensuring that you and your End Users are familiar with all applicable Enhance Labs Policies.

When accessing or using the Platform or Services, you must ensure that you and your End Users comply with all applicable Enhance Labs Policies at all times during your Subscription Term.

AUP 2. Accountability and Responsibility

You and your End Users are accountable for your actions and must take responsibility for any consequences resulting from your conduct on the Platform (including any use of the Software).

If an End User is no longer employed by an organisation, or no longer holds the qualifications, credentials or role type required to continue using the Platform (including any Software), access should be removed.

Enhance Labs, from time to time, will conduct checks on you and your End Users' credentials to ensure they are current and active. If no longer valid, Enhance Labs will inform you of the relevant remediation steps.

AUP 3. Prohibited Use

You must not, and must ensure that your End Users do not, use the Services, or otherwise permit any other person to use the Platform (including any Software) or Services:

to modify, adapt, translate, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of any portion of the Platform (including any Software) or Services;
to remove any branding on any portion of the Platform (including any Software) or Services (as applicable);
to develop a competitive product or service, or copy any features, functions, interfaces or graphics of the Platform (including any Software) or Services;
to post, upload or transmit any Customer Content which:
- infringes, violates, or misappropriates the rights of any third party, including any Intellectual Property Rights or duty of confidentiality;
- is offensive, defamatory, obscene, unlawful, vulgar, threatening, abusive, violent, harassing, malicious or harmful to any person or entity, invasive of another's privacy, or constitutes a breach of a person's legal rights;
- could harm, disable, destroy, or interfere with:
  - the Platform (including any Software), Services, or any Third Party Service; or
  - any servers, networks or systems used by the Services or a Third Party Service provider, including posting, uploading, or transmitting any Customer Content or Output that contains Harmful Code; or
- is detrimental to or in violation of Enhance Labs' or a third party's systems or network security, or in violation of Enhance Labs Policies;
in a manner that:
- is false, fraudulent, misleading, or deceptive (including by impersonating any other person, or falsely stating or otherwise misrepresenting your affiliation with any person or entity);
- interferes with the standard operation of the Platform (including any Software) or Services, or the use of the Platform (including any Software) or Services by other users;
- violates, or would cause Enhance Labs to violate, any Applicable Law (including any laws or regulations applicable to privacy, surveillance, anti-spam, online safety or export controls); or
- violates your Customer Agreement or is inconsistent with the Privacy Policy; or
to engage in cryptocurrency mining, blockchain validation, or any other distributed computing operations.

You must not, and must ensure that your End Users do not, or otherwise permit any other person to:

copy the Software or any documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purposes of backup or operational security;
translate, attach, rent, loan, re-sell for profit, redistribute, sub-lease, or create derivative works of the Software or any part of the Software except as provided for in your Customer Agreement;
alter, remove or obscure any copyright notices or logos of Enhance Labs as they appear in or on the Platform (including any Software or any documentation).

You must not, and must ensure End Users do not, use any robot, spider, scraper, or other automated or manual means to access the Platform (including any Software) or Services or copy any Customer Content or Output, unless expressly permitted to do so in your Order Form.

Without limiting any other provision of your Customer Agreement, you must, and must ensure your End Users, use the Platform (including any Software) and Services in accordance with Applicable Law.