Our Terms of Service (Terms) describe your rights and responsibilities when using our software application known as ‘splose’ (Platform) through our website (Service). If you create an account for a new workspace or create an account for an existing workspace, then these Terms govern your access and use of our Service. These Terms (or, if applicable, your written agreement with us) and any order form(s) together form a binding Contract between you and us. 'splose', 'we', 'us', 'our' refers to SPLOSE PTY LTD (ACN 614 286 636). Please read these Terms and our Privacy Policy carefully before using our Service.

splose reserves the right to revise and update these Terms, the Service or Privacy Policy at any time we wish by making any changes immediately. By using our Service after being notified of a change to these Terms will mean you understand and accept those changes.

1 Privacy Policy

Please review our Privacy Policy for more information on how we collect and use your information relating to the use of our Service. You can access our Privacy Policy at: http://splose.com/privacy-policy.

2 Direct communication

We will send you communication related to Service features, updates, downtime, as well as opportunities to be part of new features and anything else related to the general activity of your account. You may request to be removed from our mailing list if you wish to not receive such communication.

3 Your account

You agree to keep your username and password safe and not share it with others, including those in your workspace. You accept that we are not responsible or liable for the activity that takes place on your account. You agree to take all reasonable efforts to avoid unauthorised access to your account, either with or without your knowledge. You agree to not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or a third party.

4 Accuracy of information

We are not responsible if information made available in the Service is not accurate, complete or current. Information we provide is general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the information we provide is not our responsibility.

5 Payment and Subscription

1. You may subscribe for access to the Service (Subscription) by adding a credit card which is managed by our partner Stripe. All transaction data remains encrypted. Please see Stripe policy for more information.

2. We may agree to invoice you by email where full payment must be received within thirty (30) days from the invoice date.

3. We may change the Subscription fees by giving you 30 days notice. Any changes to the Subscription fees will be uploaded on the pricing page on our website (located at https://www.splose.com) and communicated to you by email.

4. You are billed according to the number of practitioners who may use the Service. You may modify your account usage limits at any time by adding or removing practitioners and members, and by increasing or decreasing storage limits. splose will not take responsibility for any loss you may incur as a result of account and user adjustments. Any changes you make are at your own risk.

5. Any adjustments you make will be billed on a proportional basis until the date of your new plan. Credits will be applied to your account for use immediately, however, refunds are not available for unused credit. Should you find any inconsistencies in your billing information, please contact us and we will work with you to rectify any incorrect billing as soon as possible. splose staff are available 7 days a week for support should you have any issues or questions. SMS can be purchased in addition to your Subscription.

6 Taxes

To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoices designed to enable you to obtain a refund or credit from the relevant revenue authority if such a refund or credit is available.

7 Renewal of your Subscription

Except as otherwise specified in your Subscription, unless you or we cancel your Subscription before the expiration of your current Subscription term, your Subscription will automatically renew for another Subscription term equal to your existing term.

8 Cancellation of your Subscription

If you wish to cancel your account, you must cancel through your account in your Subscription settings. Other means of cancelling are not accepted. All of your uploaded data will be permanently deleted or anonymised 60 days after your account has been cancelled after which your Data will not be recoverable. You are not entitled to a refund if you cancel. Failure to pay when your payments are due can cause your account to be cancelled.

9 Ownership, Licences and Site Access

1. You acknowledge that:

   1. all rights, title and interest in the Intellectual Property, anywhere in the world, belong to us or our licensors;

   2. all rights in relation to the Intellectual Property are licensed (not sold) to you;

   3. you hold no proprietary rights, title or interest in the Intellectual Property, other than the right to use such property in accordance with these Terms; and

   4. nothing contained in these Terms shall be construed as an assignment or transfer of the Intellectual Property to you.

2. We grant you a limited, royalty-free, non-exclusive, non-transferrable, non-sublicensable, revocable, licence to use the Intellectual Property to access our Platform or the Service during the term of the Subscription. You acknowledge and understand that you are solely responsible for your use of the Intellectual Property, the Platform and the Service in this regard (including any other party’s use of your account).

3. splose does not own the data you upload into our Service (your Data). You grant us a royalty-free, non-exclusive, non-transferrable, non-sublicensable, revocable licence to store and add your Data to our backups in accordance with these Terms and our Privacy Policy.

4. You acknowledge and understand that all rights, title and interest in any Feedback shall irrevocably vest in and be the sole and exclusive property of splose on and from the provision of that Feedback to us. You further acknowledge and understand that all Feedback will be treated as non-confidential and will not be deemed to be Personal Information (as defined in the Privacy Act 1988 (Cth)) unless you indicate otherwise, and we shall be able to use and exploit the Feedback at our sole and exclusive discretion (including in sales and marketing activities, and for other commercial purposes).

5. You warrant and represent that, you hold all rights, title and interest in the Feedback, and your communication to us (and our use) of the Feedback does not (and will not) violate or infringe the rights of any other parties.

6. You irrevocably and unconditionally consent to (and warrant that your employees, agents, and contractors irrevocably and unconditionally consent to) all uses, acts or omissions by or on behalf of splose, its assigns, licensees, or successors in title or any of its authorised persons of, or in relation to, the Feedback, including any uses, acts or omissions which would otherwise breach any of your (and/or your employees’, agents’, or contractors’) moral rights (as defined in Part IX of the Copyright Act 1968 (Cth)).

7. You undertake and agree that you will not (and will not allow any person using your account to), without our prior written consent:

   1. rent, lease, sublicence, loan, sell or use for commercial purposes, the Intellectual Property, Platform and/or Service;

   2. modify, adapt, translate, reverse-engineer, decompile, disassemble, or make derivative uses of, the Intellectual Property, Platform and/or Service;

   3. copy, imitate, mirror, reproduce, distribute, disseminate, publish, download, display, perform, post or transmit any Intellectual Property in any form or by any means;

   4. use the Intellectual Property, Platform and/or Service in a way that may (or does) damage, disable, overburden, interfere with, or adversely affect the functionality of the Intellectual Property, Platform and/or Service (including by imposing an unreasonably large load on our systems or wilfully tampering with the security of the Service or with other customer accounts);

   5. use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Platform, or collect any information from the Platform or Service;

   6. use the Intellectual Property, Platform and/or Service in a way that may (or does) bring our business, the Platform or Service into disrepute;

   7. use the Intellectual Property unlawfully, in an inappropriate way or in a manner inconsistent with these Terms;

   8. infringe our rights (or the rights of any third parties) in relation to the Intellectual Property;

   9. bypass or avoid our security features or measures which have been implemented on the Platform or in connection with the Service (or attempt to do the same); and

   10. apply to register, or challenge the validity of, the Intellectual Property.

8. In these Terms:

9. Feedback means any notes, messages, ideas, comments, concepts, feedback, suggestions, recommendations, or any other like content (in any form whatsoever) which you provide to us through our Platform, Service, in email or chat correspondence, or through any other means whatsoever, which relate to the functionality, operations or features of the Service, and any intellectual property rights associated with, or subsisting within, the same; and

10. Intellectual Property means all present and future industrial and intellectual property rights relating to the Platform, Template Feature, Template Feature Terms, Service and/or us, including, without limitation:

    1. inventions, patents, copyright, trade business, company or domain names, rights in relation to registered designs, registered and unregistered trade marks, source code, know how, trade secrets and the right to have confidential information kept confidential, and any and all other rights to intellectual property which may subsist anywhere in the world; and

    2. any application for or right to apply for registration of any of those rights.

10 OpenAI and artificial intelligence

10.1 Acknowledgment of Reliance

By accessing and using our Services, you acknowledge and agree that certain features and functionalities of the Services (AI Features) are powered by (and utilise) technologies provided by OpenAI LLC TN32080278065 (OpenAI).

10.2 OpenAI Terms and Conditions

1. You warrant and represent that, by accessing and using the AI Features, which you may opt into on our Platform from time to time (and for avoidance of doubt, are under no obligation to access and use), you will comply with the terms and policies set forth by OpenAI related to the use of their technology, which are available at: https://openai.com/policies (OpenAI Policies). You acknowledge that any breach of OpenAI's Policies by you may impact the continued provision of AI-Features within our Services to you.

2. You acknowledge and agree that:

   1. any data, recordings, content, or information uploaded to the AI Features (Inputs) may be dealt with in accordance with the OpenAI Policies; and

   2. any sensitive or confidential Inputs that are submitted via or utilised in connection with the AI Features, including personal information, is done at your own risk and splose shall not be liable for any misuse of such Inputs.

3. By using the AI Features, you will receive outputs generated and returned by the AI Features based on the Input (Output) (Input and Output are collectively referred to as Content). You are solely responsible for ensuring that the Content complies with any applicable laws, these Terms, and specifically the AUP requirements set forth in clause 10.5 below.

10.3 Release

To the fullest extent permitted by applicable law, you hereby release us and our affiliates, directors, officers, employees, and agents from any and all claims, liabilities, losses, damages, expenses, or costs (including legal fees) arising from or related to the use of the AI Features within our Services. This release of liability includes but is not limited to claims resulting from inaccuracies, errors, or unforeseen outcomes produced by the AI Features.

10.4 Risks

You acknowledge and agree that:

1. the AI Features integrated into our Servies are provided on an ‘as is’ and ‘as available’ basis, and therefore, the accuracy, effectiveness, and availability of these AI Features are dependent on the capabilities of OpenAI's technologies (and not those of splose);

2. we make no representations or warranties, express or implied, regarding the accuracy, reliability, suitability, or completeness of these AI Features, and you use them at your own discretion and risk;

3. we will not be liable for any indirect, incidental, special or consequential loss of profits, goodwill, use, or data or other losses resulting from your use of the AI Features; and

4. the aggregate liability under these terms shall not exceed the total amount paid by you for the Service.

10.5 Acceptable Use Policy (AUP)

You represent and warrant that you will not (and will not authorise anyone to) use the AI Features to:

1. generate content that expresses or promotes hate, harassment, or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal information, contains malware, unsolicited bulk content, ransomware, viruses, or other software;

2. generate any advice, including, but not limited to, financial, legal, health or other professional advice, and/or provide the same to others without a qualified person reviewing the information;

3. infringe, misappropriate or violate any third party rights;

4. develop any models, including, but not limited to, foundation or large-scale models, that may compete with us, our business and/or OpenAI; and/or

5. breach any laws, rules or regulations that are applicable to you or us.

11 Content you may submit to us

1. From time to time, the Platform and Service may make available online chat facilities, comment areas, and other similar communications facilities (Platform Content Facilities).

2. You acknowledge and understand that:

   1. any words, images, videos, sounds, recordings, music, posts, notes, messages, ideas, suggestions, or other material of any kind which you submit to us while accessing the Platform, the Platform Content Facilities or the Service (Platform Content), must not harass, slander, malign, libel, defame, threaten, or otherwise violate any rights of any third-parties and must not include any misleading, deceiving, fraudulent, profanity, obscene, indecent, vulgar, pornographic, defamatory, offensive or unlawful material;

   2. any Platform Content must not be self-promotional, must not contain spam or unwanted commercial content intended to drive traffic to third party websites and must not include unlawful acts such as phishing or spoofing;

   3. any Platform Content must not include, malware, worms or viruses or other harmful, disruptive or destructive files or code, script or other software;

   4. you grant us an unlimited, non-exclusive, transferrable, worldwide, sublicensable, perpetual, irrevocable, royalty-free licence to use, copy, modify, transmit, sell, create derivative works from, distribute, in whole or in part, at any time, and in any manner, for any commercial and/or non-commercial purpose whatsoever, the Platform Content;

   5. we are free to use any ideas, concepts, know-how, or techniques relating to the Platform Content for any commercial and/or non-commercial purposes;

   6. we have no obligation to monitor the Platform Content Facilities or the Platform Content (nor are we responsible for the form of the Platform Content);

   7. we reserve the right, at all times, and in our sole and absolute discretion, to edit, refuse to post or to remove any information or materials, in whole or in part relating to the Platform Content or the Platform Content Facilities, or to disclose any information deemed by us necessary to satisfy any applicable law, regulation, legal process or governmental request;

   8. communications to or with the Platform Content Facilities are not private communications, therefore others may read your communications without your knowledge. You should always use caution when providing any personal information about yourself and other persons, including children;

   9. we do not control or endorse the Platform Content, and we specifically disclaim any liability with regard to same (together with any actions resulting from your engagement with the Platform Content Facilities);

   10. the moderators, forum managers or hosts of the Platform Content Facilities (if any), are not authorised company spokespersons, and their views do not necessarily reflect our views; and

   11. any communication or material you transmit to the Platform by electronic mail or otherwise, including any data, questions, comments and suggestions, are and will be treated as, non-confidential and non-proprietary, except where otherwise stated in the Privacy Policy.

3. You warrant and represent that:
   1. if you provide any personal information (whether relating to you or others) to splose in any manner, including, but not limited to, through the Platform, the Platform Content Facilities or the Service:

      1. you have obtained the express prior written consent of the person to which that personal information relates (Data Subject) to be used by splose (and, if applicable OpenAI) in accordance with splose’s Privacy Policy and OpenAI’s Policies; and

      2. you will procure the Data Subject to be bound by, and comply with, these Terms, splose’s Privacy Policy and OpenAI Policies.

   2. you hold all rights, title and interest in the Platform Content;

   3. you have the right to make the Platform Content available on the Platform Content Facilities;

   4. your submission of the Platform Content to us does not (and will not) violate or infringe the rights of any third-parties; and

   5. our use of the Platform Content:

      1. does not violate these Terms; and

      2. will not violate or infringe the rights of any third-parties.

12 Template Feature – Service Agreements

1. splose may provide you with the ability to (as part of the Service) create template service agreements from time to time (Template Feature), using certain template terms and conditions as provided by splose (Template Feature Terms).

2. By using the Template Feature and/or the Template Feature Terms, you acknowledge and agree that:

   1. splose is not a legal service provider;

   2. the Template Feature and the scope of our services relating to the Template Feature, are confined exclusively to the population of documents through the Service;

   3. the Template Feature Terms are general in nature only and have not been tailored to meet your individual needs;

   4. you must not rely on the Template Feature Terms or any material associated with the Template Feature as legal or other professional advice;

   5. you must review the Template Feature Terms to ensure they meet your individual needs;

   6. you must obtain your own independent legal and other professional advice before using the Template Feature and/or the Template Feature Terms; and

   7. splose provides no warranties or guarantees in relation to the Template Feature and/or Template Feature Terms.

13 Termination

Unless otherwise stated in these Terms:

1. either party may terminate the Subscription if the other party breaches these Terms and does not remedy that breach within 7 days of receiving notice of the breach; and

2. we may immediately terminate your Subscription and/or restrict your use of and access to the Service if you breach a material term of these Terms which is not capable of remedy.

14 Platform and Service updates

Although we try to make the Platform and Service available all the time, we may be required to perform unscheduled maintenance on our Service which may require a period of downtime. Where possible, we attempt to minimise any such downtime and as our commitment to being transparent, we display the real-time status of the Service on our status page. Where planned maintenance is being undertaken, we will attempt to give you as much notice as possible, however due to the nature of software, cannot guarantee it. If unexpected outages occur, we make no guarantee as to the recovery time. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Service. You are responsible for maintaining copies of any data you enter into our Service using our data export feature.

15 Indemnity

You agree to defend, indemnify and hold harmless splose, our officers, directors, employees, agents, subcontractors, licensors, and suppliers, from and against all claims, actions, demands, liabilities and settlements arising in connection with your use of our Platform and/or Service or your breach of any of these Terms.

16 Limitation of Liability

1. You acknowledge and understand that:

   1. the Platform and Service is provided on an “as is”, “as available” basis;

   2. the Platform and Service have not been developed to meet your individual requirements, and it is therefore your responsibility to ensure that they meet your requirements and/or needs;

   3. the use of this Platform and/or the Service is entirely at your own risk;

   4. we assume no duty of care to you or any other party who relies on anything provided for by us through the Platform and Service;

   5. we cannot guarantee that our security procedures will be error-free, that transmissions of your Data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third-party service providers;

   6. we rely on all warranties and undertakings provided by you under these Terms;

   7. the Service may be subject to delays and errors as a result of transferring data over communication networks; and

   8. we are not obliged to confirm or check the accuracy, legitimacy or efficacy of the personal information or other materials you provide to us in connection with your use of the Platform and/or Service.

2. Except to the extent that liability may not lawfully be excluded, we will not be under any liability to you (or any of your officers, agents or employees, if any) for:

   1. any loss of profit or anticipated profit, loss of data, loss of use, damage to goodwill, or loss due to delay, or any direct or indirect loss or damage (including, without limitation, consequential loss or damage) however caused (including, without limitation, due to breach of contract, negligence or breach of statute) which may be suffered or incurred by you or which may arise from or in connection with your use of this Platform or the Service, or your use of or reliance upon any of the information or the Intellectual Property provided through the Platform or Service, or otherwise provided by us to you; or

   2. any losses, costs, expenses and damages (including legal costs and disbursements) sustained or incurred, whether directly or indirectly or consequentially or in any other way, arising in connection with:

      1. death, personal injury or property damage resulting directly or indirectly from your use of the Platform or the Service; and/or

      2. any failure or delay due to matters beyond our reasonable control.

3. Where the law implies a warranty into these Terms, which may not be lawfully excluded, our liability for breach of such a warranty shall be limited to, in the case of the Service, the total amount paid by you to us for the Service.

4. You agree that the Platform is provided free of charge. We shall not be liable to you or any person for any loss or damage of any kind which may arise from the use of the Platform. We may from time to time, publish links to other third-party websites on the Platform. Contents, hyperlinks or information held on other sites is not our responsibility. We shall not be held liable for any information held on websites which may have links to or from the Platform, and which are not maintained and controlled by us. We do not endorse any material on those websites and do not provide any warranty, or assume any responsibility regarding the quality, accuracy, source, merchantability, fitness for purpose or any other aspect of material on those websites, nor do we warrant that material on other websites does not infringe the intellectual property rights of any other person. Our aggregate liability to you for any other losses resulting from use of the Platform is limited to the nominal amount of $AUD1.

17 Applicable Law

These Terms and any separate agreements whereby we provide you with the Service will be governed by and construed under the laws of South Australia.

18 Variation

These Terms can only be amended or varied by splose, at its own discretion, and may not be amended or varied in any other manner.

19 Assignment

splose may assign or transfer its rights or obligations under these Terms at its own discretion. You are unable to assign or transfer any of your rights in these Terms without our prior written permission.

20 Severance

If any part of these Terms is prohibited, invalid, or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these Terms or effecting the validity or enforceability of that provision in any other jurisdiction.

21 Contact us

If you have any questions, please feel free to contact us at:
Address: Ground floor, 153 Flinders Street, Adelaide SA 5000
Email: hello@splose.com