ExitSure
Legal

Terms of Use

These Terms of Use contain defined terms. Unless the context indicates otherwise, the definitions of those terms are set out at the end of these Terms of Use.

This Platform is owned and operated by ExitSure Pty Ltd (ACN 698 912 195) (referred to in these Terms of Use as ‘ExitSure’, ‘we’, ‘our’ or ‘us’).

These Terms of Use (‘Terms’) govern your access and use of this Platform and apply to your purchase or use of any of our Services. By accessing or using this Platform or any of our Services, you agree to be bound by these Terms, which may change from time to time.

Privacy

We take your privacy seriously. Our Privacy Policy explains how we collect, hold, use and disclose personal information.

We handle personal information in accordance with our Privacy Policy and applicable privacy laws. You should review our Privacy Policy before providing personal information through the Platform or Services.

Where required, we may also provide a collection notice or request your consent in relation to a particular collection, use or disclosure of personal information.

Eligibility and authority

If you access or use the Platform or Services on behalf of a company, business or other organisation:

(a) you warrant that you have authority to act on behalf of and bind that organisation to these Terms;

(b) that organisation is responsible for your access to and use of the Platform and Services; and

(c) references to “you” in these Terms include that organisation, unless the context indicates otherwise.

Use of this Platform

You must not:

Intellectual Property

Unless otherwise indicated, we own or are licensed to use all intellectual property (including without limitation copyright, designs, illustrations and artwork, trade marks, logos and domains) subsisting in the materials on this Platform. We authorise you, on a non-exclusive basis, to reproduce, download and print the materials on this Platform for the sole purpose of viewing the content and procuring our Services. You must not otherwise copy, use, display, sell, publish, reproduce or redistribute this Platform or its contents or any of our intellectual property, without our prior written consent.

Third Party Sites

This Platform may contain links to websites, platforms, applications, products or services operated by third parties. Unless expressly stated otherwise, a link does not indicate that we endorse, sponsor or approve the relevant third party or its products, services, content, privacy practices or terms.

We do not control third-party sites or services and, to the maximum extent permitted by law, are not responsible for their availability, security, content or operation. Your use of a third-party site or service is subject to any terms and policies imposed by that third party.

Third Party Providers

We may use Third Party Providers to host, support, operate or provide components of the Platform and Services, including cloud-hosting, data-storage, analytics, payment-processing and artificial-intelligence providers.

We may disclose or make Content available to Third Party Providers:

(a) to the extent reasonably required for them to provide services to us;

(b) to enable us to exercise our rights in relation to Input and Output under these Terms;

(c) in accordance with our Privacy Policy; and

(d) subject to applicable privacy and data-protection laws.

The operation and availability of the Platform or Services may depend on systems and services supplied by Third Party Providers.

We may replace or change a Third Party Provider from time to time, provided that we take reasonable steps to ensure that the change does not materially reduce the functionality, privacy or security protections of the Services.

Nothing in this clause excludes or limits any responsibility that we have under applicable law for the acts or omissions of a Third Party Provider engaged by us.

Third Party Customers and commercial partners

We may disclose, supply, license or otherwise make Input and information derived from Input available to Third Party Customers and commercial partners in accordance with these Terms and our Privacy Policy.

Input about your business will only be disclosed to Third Party Customers and commercial partners in a de-identified and aggregated form. We will not disclose any identifiable personal information, unless we have your prior consent, or where otherwise permitted or required by law.

Third Party Customers and commercial partners may use that information to:

(a) prepare research, analytics, comparisons, reports, insights and benchmarking;

(b) identify business, industry, transaction and market trends;

(c) develop, train, test, validate and improve products, services, technologies and artificial-intelligence systems;

(d) assess, develop or provide products and services that may be relevant to businesses or users;

(e) create aggregated or de-identified datasets and commercial products;

(f) contact or engage with you where you have separately consented to that contact or the contact is otherwise permitted by law; and

(g) undertake any other purpose disclosed through the Platform, our Privacy Policy or an applicable collection notice.

Information provided to a Third Party Customer may comprise:

(a) Input;

(b) information derived from Input;

(c) Output; or

(d) aggregated or de-identified information.

Except where required by law or expressly agreed by us, we are not responsible for the independent acts or omissions of a Third Party Customer after information has been lawfully disclosed to that customer.

Scoring System

Our Services use a deterministic scoring system to generate responses, recommendations, summaries and other content based on information you provide.

By accessing or using the Platform or Services, you acknowledge and agree that:

  1. (a)we use a deterministic scoring system to process Input and generate Output;
  2. (b)subject to applicable law and our Privacy Policy, we may collect, store, copy, process, analyse, combine, adapt, disclose and otherwise use Input and Output;
  3. (c)we may use Input and Output to provide, administer, maintain, secure, support and improve the Platform, Services and other products and services;
  4. (d)we may use Input and Output to develop, train, test, validate, evaluate and improve models, algorithms, systems, products and technologies (including artificial-intelligence models);
  5. (e)we may combine Input and Output with information submitted by other users or obtained from other sources;
  6. (f)we may use Input and information derived from Input to create reports, datasets, benchmarking, analytics, insights, products and services;
  7. (g)we may provide, license, disclose or otherwise make Input and information derived from Input available to Third Party Providers, Third Party Customers, commercial partners and other third parties in accordance with these Terms, our Privacy Policy and applicable law;
  8. (h)Output is produced automatically and may not always be accurate, complete or current; and
  9. (i)you are responsible for reviewing and verifying Output before relying on or using it.

Content and outputs

You may provide prompts, text, images, files, audio, data, documents or other information to the Platform or Services (Input).

Our scoring system may generate responses, summaries, recommendations or other content based on Input (Output). Input and Output together are referred to as Content.

You are responsible for:

  1. (a)all Input submitted by or on your behalf;
  2. (b)ensuring that Input is accurate, lawful and appropriate for submission;
  3. (c)ensuring that you have authority to permit us to use and disclose Input in accordance with these Terms; and
  4. (d)your review and use of Output.

You warrant that:

  1. (a)you own the Input or otherwise have all rights, permissions, licences, authorities and consents required to submit it;
  2. (b)you are entitled to grant the rights and licences set out in these Terms;
  3. (c)our use and disclosure of Input in accordance with these Terms will not infringe any person’s intellectual property, privacy, confidentiality, contractual or other rights;
  4. (d)Input does not contain information that you are legally or contractually prohibited from disclosing;
  5. (e)where Input contains personal information about another individual, you have provided all required notices and obtained all required consents to permit the collection, use and disclosure described in these Terms and our Privacy Policy;
  6. (f)Input is not unlawful, harmful, fraudulent, misleading or offensive; and
  7. (g)where you provide Input for an organisation, you are authorised by that organisation to provide the Input and grant the rights set out in these Terms.

Status and use of Input

Except where we expressly agree otherwise in writing, and subject to our Privacy Policy and our obligations under applicable privacy laws:

  1. (a)Input is provided to us on a non-confidential basis;
  2. (b)we do not accept or assume any contractual, equitable, fiduciary or other duty of confidentiality in relation to Input merely because it is submitted through the Platform or Services; and
  3. (c)you must not submit information that you are not authorised to provide to us or permit us to use and disclose under these Terms.
  4. i.You acknowledge that we may collect, store, copy, reproduce, process, analyse, combine, adapt, modify, transform, disclose, distribute, communicate, license, commercialise and otherwise use Input and information derived from Input in a de-identified and aggregated form, for the purposes described in these Terms, and subject to our Privacy Policy.

You must not submit:

  1. (a)information subject to legal professional privilege that you wish to preserve;
  2. (b)information subject to a statutory secrecy obligation;
  3. (c)information received under a contractual or equitable obligation of confidence, unless you are authorised to permit its use and disclosure under these Terms;
  4. (d)sensitive information about another individual, unless the individual has expressly consented and the Platform permits that information to be submitted;
  5. (e)passwords, authentication credentials or security keys;
  6. (f)complete payment-card details;
  7. (g)government identifiers or identity documents, except where expressly requested by us for a stated purpose; or
  8. (h)any information that the Platform states must not be submitted.

Any confidentiality, privacy or other restriction applying to Input before it is submitted does not bind us unless:

  1. (a)we have expressly accepted that restriction in writing; or
  2. (b)the restriction applies to us under a law that cannot be excluded by agreement.

Personal information contained in Input

Nothing in these Terms excludes, restricts or modifies our obligations under the Privacy Act 1988 (Cth), the Australian Privacy Principles or any other applicable privacy or data-protection law.

Where Input contains personal information, we may collect, use and disclose that information:

  1. (a)for purposes notified to the relevant individual at or before collection;
  2. (b)with the relevant individual’s consent;
  3. (c)where the individual would reasonably expect the use or disclosure and it is related to the purpose for which the information was collected;
  4. (d)in the case of sensitive information, where the use or disclosure is directly related to the purpose for which it was collected; or
  5. (e)as otherwise required or authorised by law.

Our handling of personal information is further described in our Privacy Policy and any applicable collection notice.

Ownership of Input and Output

You retain any ownership rights you have in your original Input.

You grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to:

  1. (a)host, store, copy, reproduce, process and analyse Input;
  2. (b)combine Input with information obtained from other users, customers or sources;
  3. (c)modify, adapt, translate, arrange, aggregate and create derivative materials from Input;
  4. (d)use Input to provide, operate, maintain, secure, support, test, develop and improve the Platform, Services and other products and services;
  5. (e)use Input to train, test, validate, evaluate and improve artificial-intelligence models, algorithms, systems, products and technologies;
  6. (f)prepare reports, insights, benchmarking, analytics, datasets, products and services based on or incorporating Input; and
  7. (g)exercise any other rights reasonably necessary to undertake the activities described in these Terms.

The licence granted under this clause continues after you cease using the Platform or Services.

To the extent permitted by law, you consent to us exercising the rights granted under this clause without further notice, approval, attribution or payment to you.

You retain ownership of your Input. We do not acquire ownership of your pre-existing intellectual property merely because it is included in Input or used to generate Output.

We retain all right, title and interest in and to:

  1. (a)the Platform, software and underlying technology;
  2. (b)our scoring system, rule library, question weightings, scoring methodology, algorithms, processes, workflows, prompts, methods and methodologies;
  3. (c)our templates, taxonomies, databases, designs and documentation;
  4. (d)any improvements, updates or modifications to those materials; and
  5. (e)any material owned or developed by us independently of your Input,

together referred to as the ExitSure Materials.

We own all right, title and interest in:

  1. (a)the ExitSure Materials;
  2. (b)any aggregation, compilation, dataset, analysis, report, model, methodology, insight or other material created by or for us using or incorporating Input, other than your ownership rights in the original Input itself; and
  3. (c)all improvements, developments and derivative materials created through our exercise of the rights granted under these Terms.

To the extent that any intellectual property rights arise in an Output generated specifically for you, are capable of ownership and are owned by or vest in us, we assign those rights to you upon payment of any applicable fees for the relevant Service.

To the extent that:

  1. (a)an assignment under the preceding paragraph is ineffective;
  2. (b)an Output incorporates any ExitSure Materials; or
  3. (c)we cannot assign a relevant right,

we grant you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, adapt, publish, disclose, communicate, distribute and otherwise exploit the Output for your personal or business purposes.

That licence includes the right to provide the Output to your employees, officers, contractors, accountants, lawyers, financial advisers, insurers, financiers, prospective purchasers and other professional advisers or transaction participants.

You must not use an Output to reproduce, extract, reverse engineer or commercially exploit any underlying ExitSure Materials, software, prompt, process or methodology.

Similar Output

You acknowledge that our scoring system may generate the same or similar content for multiple users.

Output generated for you may not be unique, and another user may independently receive output that is the same as or similar to your Output.

No right granted to you under these Terms gives you ownership of:

  1. (a)another user’s input or output;
  2. (b)ExitSure Materials; or
  3. (c)material independently developed by us or another person without use of your Input.

Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right, remedy or other protection conferred by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.

Where:

  1. (a)we supply Services to you as a consumer within the meaning of the Australian Consumer Law;
  2. (b)the Services are not services of a kind ordinarily acquired for personal, domestic or household use or consumption; and
  3. (c)it is fair and reasonable for us to do so,

our liability for a failure to comply with a consumer guarantee applying to those Services is limited, at our option, to:

  1. (a)supplying the Services again; or
  2. (b)paying the reasonable cost of having the Services supplied again.

The limitation in the preceding paragraph does not apply where:

  1. (a)it would not be fair or reasonable;
  2. (b)you establish that reliance on the limitation would be unfair or unreasonable in the circumstances; or
  3. (c)the limitation is otherwise prohibited by law.

Any other exclusion or limitation of liability in these Terms applies only to the maximum extent permitted by law and is subject to this clause.

Disclaimer - General

The information contained on the Platform and Services is provided in good faith on an "as is" and “as available” basis. To the extent permitted by law, we do not represent or warrant the reliability, accuracy or completeness of the information contained on the Platform or Services. We do not warrant that access to this Platform will be uninterrupted, or that the services and features offered on this Platform will be error-free.

We take reasonable steps to protect the information you transmit through this Platform. However, we cannot guarantee the security of any data transmitted to us online. You are responsible for taking appropriate precautions to protect your systems from viruses, malicious code, or other forms of interference that may damage your computer or data. To the extent permitted by law, we do not accept responsibility for any loss, damage, or interference to your systems that may arise in connection with your use of this Platform.

The access and use of this Platform is at your own risk.

Disclaimer – AI Output

The Platform and Services may use artificial intelligence to generate Output (where AI-assisted features are enabled). Artificial-intelligence systems use probabilistic processes and may produce content that is inaccurate, incomplete, inconsistent, outdated, biased, misleading or inappropriate.

Where artificial intelligence is used to generate Output (i.e. when AI-assisted features are enabled), Output may:

  1. (a)contain factual, logical or computational errors;
  2. (b)omit relevant information;
  3. (c)rely on assumptions that do not apply to your circumstances;
  4. (d)misinterpret Input;
  5. (e)reproduce or resemble information generated for another user;
  6. (f)contain material that requires further professional or factual verification; or
  7. (g)change if the same or similar Input is submitted again.

Notwithstanding whether artificial intelligence is used to generate Output, you must independently review and verify each Output before relying on it, communicating it to another person or using it to make a decision.

General information only

Unless we expressly agree otherwise in writing, the Platform, Services and Output are provided as general information and decision-support tools only.

They are not a substitute for advice from an appropriately qualified professional who has considered all relevant facts and circumstances.

The Platform, Services and Output do not constitute:

  1. (a)legal advice;
  2. (b)taxation advice;
  3. (c)accounting or audit advice;
  4. (d)financial product advice or personal financial advice;
  5. (e)credit assistance or credit advice;
  6. (f)investment advice;
  7. (g)insolvency or restructuring advice;
  8. (h)employment or human-resources advice;
  9. (i)a formal business valuation;
  10. (j)due diligence;
  11. (k)medical, psychological or health advice; or
  12. (l)any other regulated professional service.

Even where an Output takes into account information you have provided, you must not assume that it has considered every matter relevant to your circumstances or that it has been prepared or reviewed by a qualified or licensed professional.

You should obtain appropriate independent legal, taxation, accounting, financial, valuation or other professional advice before acting on an Output where the matter could materially affect your rights, obligations, financial position, business or another person.

Financial products and investments

Unless expressly stated otherwise and provided under an appropriate licence or authorisation, ExitSure does not provide financial product advice or recommend that you acquire, dispose of, vary or retain any financial product.

Nothing on the Platform or in an Output is an invitation, offer, recommendation or endorsement to acquire, dispose of, vary or retain a financial product, investment or credit product.

You must not rely on an Output as the sole or principal basis for making a decision concerning a financial product, investment, superannuation interest, insurance product, loan or other regulated financial arrangement.

Business exit, value and transaction outcomes

Any information, estimate, score, assessment, forecast, scenario, recommendation or indicative value relating to a business, business exit, succession plan, transaction or sale process:

  1. (a)is based on the Input, assumptions and information available at the time;
  2. (b)is indicative only;
  3. (c)is not an independent or formal valuation;
  4. (d)does not represent that a business can or will be sold at a particular price or within a particular period;
  5. (e)does not guarantee that a purchaser, investor, lender or other transaction participant will be available; and
  6. (f)does not guarantee any financial, taxation, legal, operational or commercial outcome.

Actual outcomes may differ materially because of market conditions, buyer requirements, due diligence, business performance, economic circumstances and other factors outside our control.

Decisions affecting individuals

You must not use Output as the sole basis for making a decision that has, or may have, a significant legal, financial, employment, health or other material effect on another individual.

You must apply appropriate human judgement and, where necessary, obtain professional advice and provide the affected person with an appropriate opportunity to review or correct relevant information.

You remain responsible for:

  1. (a)determining whether an Output is accurate and suitable for your intended purpose;
  2. (b)all decisions made and actions taken using or in reliance on an Output; and
  3. (c)complying with all laws, professional obligations and industry requirements applying to your use of the Output.

Nothing in this clause excludes or limits any consumer guarantee or other right that cannot lawfully be excluded.

Limitation of Liability

Nothing in these Terms excludes, restricts or modifies:

  1. (a)any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified;
  2. (b)liability for fraud or fraudulent misrepresentation;
  3. (c)liability for wilful misconduct; or
  4. (d)any other liability that cannot lawfully be excluded or limited.

Subject to the preceding paragraph and to the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss arising out of or in connection with the Platform, Services or these Terms.

To the maximum extent permitted by law, we are not liable for:

  1. (a)loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation;
  2. (b)loss, corruption or unauthorised alteration of data, except to the extent caused by our failure to take reasonable security precautions required by law;
  3. (c)a decision made or action taken by you or another person in reliance on Output;
  4. (d)Input that is inaccurate, incomplete, unlawful or misleading;
  5. (e)your failure to obtain appropriate professional advice;
  6. (f)the acts or omissions of a Third Party Customer after information has been lawfully disclosed to that customer; or
  7. (g)an interruption, delay or failure caused by an event outside our reasonable control.

Our total aggregate liability arising out of or in connection with a paid Service is limited to the total fees paid or payable by you for the affected Service during the 12 months immediately preceding the event giving rise to the claim.

For access to a Platform feature or Service for which you have not paid a fee, our total aggregate liability is limited to $100.

Each limitation and exclusion in this clause applies subject to the Australian Consumer Law clause and only to the extent that it is fair, reasonable and permitted by law.

Service description and outcomes

The features and functions of the Platform and Services are described on the Platform or in any applicable order, proposal or service description.

We do not guarantee that use of the Platform or Services will produce any particular commercial, financial, operational, legal, transaction or personal outcome.

Any examples, case studies, testimonials, illustrations or projections displayed on the Platform are illustrative only and do not guarantee that you will achieve the same or a similar outcome.

Availability and changes to the Platform

We may update, modify, improve, replace or discontinue features of the Platform or Services from time to time.

We will take reasonable steps to ensure that any material change does not substantially reduce the core functionality of a Service that you have already purchased during the applicable service period.

We may temporarily restrict access to the Platform or Services to undertake maintenance, upgrades, security work or emergency repairs.

Where reasonably practicable, we will give advance notice of planned interruptions that are likely to materially affect access to a paid Service.

We do not guarantee that the Platform or Services will be continuously available or free from every delay, interruption or error. This does not affect any non-excludable rights you have under applicable law.

Your systems and internet access

You are responsible for obtaining and maintaining the devices, software, internet connection and other systems necessary to access and use the Platform and Services.

You must take reasonable precautions to protect your devices, systems and data against malware, unauthorised access and other security threats.

Suspension and termination

We may suspend or restrict your access to all or part of the Platform or Services where we reasonably consider that:

  1. (a)you have materially breached these Terms;
  2. (b)your use creates a material security, legal, regulatory or operational risk;
  3. (c)suspension is necessary to investigate suspected fraud, unlawful conduct or prohibited use;
  4. (d)suspension is necessary to comply with law or a direction from a court, regulator or government authority; or
  5. (e)continued access may materially harm us, another user, a Third Party Provider or another person.

We will ensure that any suspension is reasonable and proportionate in the circumstances.

Where reasonably practicable and lawful, we will notify you of the suspension and give you an opportunity to remedy the relevant issue.

We will restore access within a reasonable time after the reason for suspension has been resolved, unless we are entitled to terminate your access.

We may terminate your access where:

  1. (a)you commit a material breach of these Terms that cannot be remedied;
  2. (b)you fail to remedy a material breach of these Terms within a reasonable period after being notified;
  3. (c)your use is unlawful or fraudulent; or
  4. (d)we permanently discontinue the relevant Service.

If we permanently discontinue a prepaid Service for reasons not caused by your breach, we will provide an appropriate pro-rata refund for the unused portion, subject to applicable law.

Termination does not affect any accrued rights or obligations. Clauses concerning the status and use of Input, intellectual property, liability, indemnities, payment and dispute resolution survive termination to the extent necessary to give them continuing effect.

Feedback

If you provide us with ideas, comments, suggestions or feedback concerning the Platform or Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, adapt and incorporate that feedback into our products and services.

This clause does not expand our rights to use Input beyond the rights otherwise granted under these Terms.

Indemnity

To the maximum extent permitted by law, you indemnify us against any loss, damage, liability, cost or third-party claim to the extent directly caused by:

  1. (a)Input submitted by you that infringes another person’s intellectual property, privacy, confidentiality or other rights;
  2. (b)your unlawful or fraudulent use of the Platform or Services;
  3. (c)your material breach of the prohibited-use provisions in these Terms; or
  4. (d)your wilful misconduct.

Your liability under this indemnity is reduced to the extent that the relevant loss, damage, liability, cost or claim was caused or contributed to by our breach of these Terms, negligence, fraud or wilful misconduct.

We will:

  1. (a)notify you within a reasonable time after becoming aware of a claim for which we seek indemnification;
  2. (b)take reasonable steps to mitigate the relevant loss; and
  3. (c)not settle a third-party claim in a manner that imposes an admission or non-monetary obligation on you without your consent, which must not be unreasonably withheld.

Events outside reasonable control

Neither party is liable for a delay or failure to perform an obligation under these Terms to the extent caused by an event outside that party’s reasonable control, including natural disaster, fire, flood, epidemic, war, civil disturbance, government action, widespread telecommunications failure or a material failure of essential third-party infrastructure.

This clause does not:

  1. (a)excuse an obligation to pay an amount that became due before the event occurred;
  2. (b)exclude a right or remedy under the Australian Consumer Law or another law that cannot be excluded; or
  3. (c)prevent you from exercising any right to cancel a Service where the Service cannot be supplied within the period required by law.

The affected party must take reasonable steps to minimise the effect of the event and resume performance as soon as reasonably practicable.

Electronic communications

You agree that we may communicate with you electronically, including through the Platform or by using the email submitted to us via the Platform.

This clause does not constitute consent to receive direct marketing communications. Direct marketing communications will be managed in accordance with applicable law and our Privacy Policy.

Refunds and consumer remedies

We are not required to provide a refund merely because you change your mind, no longer require the Services, fail to use the Services or do not achieve a particular commercial or personal outcome.

This does not affect any right or remedy that you may have under the Australian Consumer Law or another applicable law.

Our Services come with consumer guarantees that cannot be excluded under the Australian Consumer Law where that law applies to the supply.

If there is a major failure to comply with an applicable consumer guarantee, you may be entitled to:

  1. (a)cancel the affected service contract;
  2. (b)receive a refund for any unused portion of the affected Service or compensation for its reduced value; and
  3. (c)recover compensation for any other reasonably foreseeable loss or damage suffered because of the failure.

If the failure is not a major failure, you may be entitled to require us to rectify the failure within a reasonable time.

If we fail to rectify the failure within a reasonable time, you may have the right to:

  1. (a)cancel the affected service contract and obtain a refund for any unused portion; or
  2. (b)have the failure rectified by another person and recover the reasonable cost from us,

to the extent provided by the Australian Consumer Law.

Any refund will be processed using the original payment method unless we agree otherwise or another method is required by law.

General

Additional service terms

A particular Service may be subject to an order form, proposal, service description or additional terms that you accept.

To the extent of an inconsistency:

  1. (a)the applicable order form, proposal or additional service terms prevail in relation to that Service; and
  2. (b)these Terms otherwise continue to apply.

Changes to these Terms

We may amend these Terms from time to time.

Changes that do not materially prejudice existing users may take effect when the updated Terms are published on the Platform.

If a change materially and adversely affects your existing use of a paid Service, we will give you reasonable prior notice by email or by another reasonable method.

Where reasonably required having regard to the nature of the change, you may cancel the affected paid Service before the change takes effect without incurring charges for a period after cancellation.

The version date displayed at the end of these Terms indicates when they were last updated.

Assignment

You must not assign or transfer your rights or obligations under these Terms without our prior written consent, which must not be unreasonably withheld.

We may assign or transfer our rights or obligations:

  1. (a)to a related body corporate;
  2. (b)as part of a merger, restructure or sale of all or a substantial part of our business or assets; or
  3. (c)to another person who acquires or operates the Platform or Services,

provided that the assignment does not materially reduce your rights under these Terms.

No waiver

A failure or delay by a party to exercise a right does not operate as a waiver of that right.

A waiver is effective only if it is in writing and applies only to the particular circumstance for which it is given.

Severability

If any provision of these Terms is invalid, illegal or unenforceable, that provision will be read down to the minimum extent necessary to make it valid and enforceable.

If it cannot be read down, it will be severed and the remaining provisions will continue in effect.

Entire agreement

These Terms, together with any additional service terms accepted by you, constitute the agreement between you and us concerning your use of the Platform and Services.

Nothing in this clause excludes liability for fraud or misleading or deceptive conduct or limits any right that cannot lawfully be excluded.

Our Privacy Policy describes how we handle personal information and should be read with these Terms.

Relationship

Nothing in these Terms creates a partnership, joint venture, employment, fiduciary or agency relationship between you and us.

Neither party has authority to bind the other except as expressly stated in these Terms.

Governing law and jurisdiction

These Terms are governed by the laws of Victoria, Australia.

Subject to any right you may have to commence proceedings in another jurisdiction under applicable consumer law, you and ExitSure submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

Complaints and enquiries

If you have any queries or complaints about our Platform or these Terms, please contact us at:

Attention: Privacy Officer, ExitSure Pty Ltd

Email: contact@exitsure.com.au

Please include your name, email address and/or telephone number and include as much detail as possible in relation to your enquiry/complaint.

Definitions

Content means Input and Output.

ExitSure Materials means the materials, systems and intellectual property described under the heading “Ownership of Input and Output”, including the Platform, software, technology, methodologies, processes, prompts, templates and documentation.

Input means any prompt, text, image, file, audio, data, document or other information submitted to the Platform or Services by or on behalf of a user.

Output means content generated through the Platform in response to Input.

Platform means the ExitSure website, software, applications and interfaces through which users access the Services.

Services means the assessment, scoring and rule-based insight services, made available by ExitSure through the Platform.

Third Party Customer means a customer, licensee, commercial partner, research partner or other person to whom ExitSure provides, licenses, discloses or otherwise makes Input or information derived from Input available.

Third Party Provider means a third party that provides technology, software, artificial-intelligence, hosting, storage, analytics, payment-processing, security, support or other services used in connection with the Platform or Services.

You means the individual accessing or using the Platform, or Services and, where that individual acts for a company, business or other organisation, includes that organisation.

Version number: Version 1

Version date: 28/10/2026

Read the Privacy Policy