IMPORTANT — PLEASE READ CAREFULLY. These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Aisembl Pty Ltd. By registering for or using the Aisembl platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the platform.

1. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

"Aisembl" / "Platform" means the web-based SaaS collaboration platform operated by Aisembl Pty Ltd, accessible at www.aisembl.com and any associated applications or APIs.

"Aisembl Pty Ltd", "we", "us", "our" means Aisembl Pty Ltd [ACN 697 142 715], a company incorporated in Australia.

"User", "you", "your" means any individual or entity that creates an account on or accesses the Platform, including Business Users and Consumer Users.

"Business User" means a User accessing the Platform for commercial, professional, or organisational purposes.

"Consumer User" means a User accessing the Platform for personal, non-commercial purposes.

"Account" means a registered user account on the Platform.

"Content" means any data, files, documents, text, information, or other materials uploaded, submitted, or otherwise transmitted by a User through the Platform.

"Organisation" means a workspace, team, or entity created or managed on the Platform, to which multiple Users may be invited.

"Subscription" means a paid plan providing access to designated features of the Platform for a specified period.

"Free Plan" means the limited, no-charge tier of access to the Platform offered at Aisembl Pty Ltd's discretion.

"Australian Consumer Law" means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

"Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trademarks, patents, designs, trade secrets, and all other proprietary rights.

2. Acceptance of Terms

By accessing or using the Platform in any way, including browsing, registering an Account, uploading Content, or purchasing a Subscription, you agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference.

If you are using the Platform on behalf of a business, organisation, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, "you" and "your" refers to that entity.

We reserve the right to update these Terms at any time. We will notify you of material changes via the email address associated with your Account or through a notice on the Platform. Continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

3. Eligibility and Account Registration

3.1 Eligibility

To use the Platform, you must:

be at least 18 years of age, or have the consent of a parent or legal guardian;
have the legal capacity to enter into a binding contract;
not be prohibited from using the Platform under applicable Australian law or the laws of your jurisdiction; and
provide accurate and complete registration information.

3.2 Account Security

You are responsible for:

maintaining the confidentiality of your Account credentials;
all activity that occurs under your Account;
notifying us immediately at legal@aisembl.com if you suspect unauthorised access to your Account.

We are not liable for any loss arising from your failure to maintain Account security.

3.3 Accurate Information

You agree to provide accurate, current, and complete information when registering an Account, and to update such information to keep it accurate. We may suspend or terminate Accounts that contain false or misleading information.

4. Plans, Subscriptions, and Payments

4.1 Free Plan

We may offer a Free Plan with limited features at no cost. The Free Plan is subject to usage limits, feature restrictions, and fair use policies as communicated on the Platform. We reserve the right to modify or discontinue the Free Plan at any time with reasonable notice.

4.2 Paid Subscriptions

Paid Subscriptions are billed on a recurring basis (monthly or annually) as selected at the time of purchase. By purchasing a Subscription, you authorise us to charge your nominated payment method on a recurring basis until cancelled.

All fees are stated in Australian Dollars (AUD) and are inclusive of applicable GST unless otherwise stated.

4.3 Cancellation

You may cancel your Subscription at any time through your Account settings. Cancellation takes effect at the end of the current billing cycle. No refunds are provided for partial billing periods except where required by law (including the Australian Consumer Law).

4.4 Price Changes

We reserve the right to change our pricing with at least 30 days' written notice. Price changes take effect at your next billing renewal after the notice period.

4.5 Payment Failures

If a payment fails, we may suspend your access to paid features until payment is successfully processed. We will notify you of payment failures via email.

4.6 Taxes

You are responsible for all applicable taxes, levies, or duties in your jurisdiction beyond Australian GST. Where we are required to collect taxes on your behalf, we will do so.

5. Acceptable Use

5.1 Permitted Use

The Platform is provided for lawful collaboration and productivity purposes. You agree to use the Platform only in accordance with these Terms and all applicable laws.

5.2 Prohibited Conduct

You must not, and must not permit others to:

use the Platform for any unlawful, fraudulent, or deceptive purpose;
upload, store, or transmit any Content that is defamatory, obscene, abusive, harassing, threatening, or that infringes any third party's rights;
upload viruses, malware, or any code designed to disrupt, damage, or gain unauthorised access to any system;
scrape, crawl, or use automated tools to access the Platform in ways that exceed authorised access;
attempt to gain unauthorised access to any part of the Platform, other Accounts, or related systems;
reverse-engineer, decompile, or disassemble any part of the Platform;
resell, sublicense, or commercialise access to the Platform without our prior written consent;
use the Platform in a way that violates any applicable privacy law, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
impersonate any person or entity or misrepresent your affiliation with any person or entity.

5.3 Enforcement

We reserve the right, at our sole discretion, to investigate and take action regarding any suspected violation of these Terms, including suspension or termination of Accounts, removal of Content, or referral to law enforcement authorities.

6. User Content

6.1 Ownership

You retain full ownership of all Content you upload or submit to the Platform. These Terms do not transfer any Intellectual Property Rights in your Content to us.

6.2 Licence to Aisembl

By uploading Content to the Platform, you grant Aisembl Pty Ltd a limited, worldwide, royalty-free, non-exclusive licence to host, store, process, copy, and transmit your Content solely to the extent necessary to:

provide and operate the Platform;
perform security scanning and technical maintenance;
comply with our legal obligations; and
improve platform performance in an anonymised, aggregated manner.

This licence does not permit us to sell your Content, use it for marketing, or share it with third parties except as described in our Privacy Policy or as required by law.

6.3 Content Responsibility

You are solely responsible for all Content you submit. You represent and warrant that:

you have all rights, licences, and permissions necessary to submit and use the Content on the Platform;
your Content does not infringe any third party's Intellectual Property Rights, privacy rights, or other rights; and
your Content complies with all applicable laws.

6.4 Content Sharing within Organisations

Where you share Content within an Organisation on the Platform, that Content is accessible to other authorised members of that Organisation. You acknowledge and agree that Organisation administrators may have access to, and control over, Content within their Organisation workspace. Aisembl Pty Ltd is not responsible for how Organisation members use Content shared within their Organisation.

6.5 Content Removal

We reserve the right to remove or disable access to any Content that we reasonably believe violates these Terms, any applicable law, or the rights of any third party. We will use reasonable endeavours to notify you of such removal, except where prohibited by law or where we determine that urgent action is required.

7. Privacy and Data Handling

7.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, available at www.aisembl.com/privacy. Our Privacy Policy complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. By using the Platform, you consent to our data practices as described in our Privacy Policy.

7.2 Sensitive Information

The Platform may be used to store files and documents containing personal, sensitive, or business-confidential information. You acknowledge that:

you are responsible for ensuring you have the appropriate rights and consents before uploading personal information about third parties;
you must comply with all applicable privacy laws in connection with your use of the Platform; and
we implement industry-standard technical and organisational security measures to protect your data, but we cannot guarantee absolute security of data transmitted over the internet.

7.3 Data Location

We store and process data in Australia and/or with reputable cloud providers that may operate internationally. Details of our data handling and cross-border disclosure practices are set out in our Privacy Policy.

7.4 Data Retention

We retain your Content and Account data for as long as your Account is active and for a reasonable period thereafter to comply with our legal obligations. Upon Account deletion, we will take reasonable steps to delete your Content within 90 days, except where retention is required by law.

8. Intellectual Property

8.1 Platform Ownership

The Platform, including its software, design, features, interfaces, documentation, and all underlying technology, is owned by or licensed to Aisembl Pty Ltd and is protected by Australian and international Intellectual Property Rights. Nothing in these Terms grants you any right, title, or interest in the Platform except the limited licence to use it as set out herein.

8.2 Licence to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business or personal purposes during the term of your Account or Subscription.

8.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform, you grant us a royalty-free, perpetual, irrevocable licence to use such feedback without restriction or compensation to you.

8.4 Trademarks

"Aisembl" and associated logos and marks are trademarks of Aisembl Pty Ltd. You must not use our trademarks without our prior written consent.

9. Third-Party Services and Integrations

The Platform may integrate with or link to third-party services, tools, or platforms. Your use of any third-party service is governed by that service's own terms and privacy policy. Aisembl Pty Ltd is not responsible for the availability, accuracy, or content of third-party services, and does not endorse them.

We may use third-party service providers (including cloud infrastructure, payment processors, and communication tools) to operate the Platform. These providers are subject to confidentiality obligations and are only permitted to use your data as necessary to provide services to us.

10. Disclaimers and Warranties

10.1 MVP Disclaimer

The Platform is offered as a Minimum Viable Product (MVP) and is provided on an "as is" and "as available" basis. Features may be added, modified, or removed during the MVP phase. We do not warrant that the Platform will be error-free, uninterrupted, or free of bugs or vulnerabilities.

10.2 No Warranty

To the maximum extent permitted by law, Aisembl Pty Ltd excludes all express or implied warranties, representations, or conditions not expressly stated in these Terms, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

10.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law or any other legislation that cannot be lawfully excluded or limited. Where we are permitted to limit our liability, we limit it to the re-supply of the relevant services or the cost of having those services re-supplied, at our election.

10.4 Pilot release and data preservation

The Platform is currently being offered as a pilot / beta release to a small group of users. You acknowledge that during this pilot period:

Features may change. Functionality may be added, modified, removed, or temporarily unavailable without notice while we iterate on the product.
Service interruptions may occur. We do not warrant any particular level of uptime, performance, or response time. Scheduled and unscheduled outages are expected.
Your Content may not be preserved. While we will use reasonable endeavours to retain Content you enter, we make no guarantee that Content will be migrated, retained, or recoverable in the event of a platform change, schema migration, data reset, or recovery scenario. You are responsible for retaining your own copies of any Content you consider important.
Support is best-effort. Support is provided on a reasonable-endeavours basis for pilot users; response times are not guaranteed.

This clause does not limit any rights you have under the Australian Consumer Law (see §10.3).

11. Limitation of Liability

To the maximum extent permitted by applicable law, Aisembl Pty Ltd and its directors, officers, employees, agents, and partners shall not be liable for any:

indirect, incidental, special, consequential, or punitive damages;
loss of profits, revenue, data, goodwill, or business opportunities;
loss or corruption of Content;
costs of procurement of substitute services; or
any damages arising from unauthorised access to or alteration of your transmissions or Content,

even if Aisembl Pty Ltd has been advised of the possibility of such damages.

Our total aggregate liability to you for all claims arising under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of:

the amounts paid by you to us in the 12 months immediately preceding the event giving rise to the claim; or
AUD $100.

These limitations apply whether or not Aisembl Pty Ltd has been advised of the possibility of such liability and notwithstanding any failure of essential purpose of any limited remedy.

12. Indemnification

You agree to indemnify, defend, and hold harmless Aisembl Pty Ltd and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with:

your use of or access to the Platform;
your Content;
your breach of these Terms;
your violation of any applicable law or the rights of any third party; or
your use of the Platform in a manner not expressly authorised by these Terms.

13. Term and Termination

13.1 Term

These Terms commence on the date you first access or use the Platform and continue until your Account is terminated.

13.2 Termination by You

You may terminate your Account at any time by following the Account deletion process within the Platform settings or by contacting us at legal@aisembl.com. Termination does not entitle you to a refund of prepaid fees except as required by law.

13.3 Termination by Us

We may suspend or terminate your Account and access to the Platform immediately, without prior notice, if:

you breach these Terms in a material way;
we are required to do so by law or a government authority;
your Account is inactive for an extended period (we will attempt to notify you before doing so); or
we discontinue the Platform or a relevant feature.

13.4 Effect of Termination

Upon termination, your right to access and use the Platform ceases immediately. We will handle your data following termination in accordance with our Privacy Policy. Provisions of these Terms that by their nature should survive termination shall survive, including Sections 6, 7, 8, 11, 12, and 15.

14. Organisations and Business Users

Where you create or administer an Organisation on the Platform, you are responsible for:

managing access rights and permissions for all members of your Organisation;
ensuring all members of your Organisation comply with these Terms;
any Content uploaded or actions taken by members of your Organisation; and
maintaining appropriate data handling practices within your Organisation.

Aisembl Pty Ltd reserves the right to limit the number of members or storage capacity within an Organisation, subject to your Subscription plan.

Business Users acknowledge that their use of the Platform may be subject to additional enterprise or custom agreements negotiated separately with Aisembl Pty Ltd.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of Western Australia, Australia, without regard to conflict of law principles. You submit to the non-exclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia.

15.2 Dispute Resolution

Before commencing any legal proceedings, you agree to contact us at legal@aisembl.com to attempt to resolve any dispute informally. We will endeavour to respond within 14 business days.

If a dispute is not resolved informally within 30 days, either party may refer the matter to the relevant court or tribunal. For Consumer Users, nothing in this clause prevents you from accessing relevant consumer protection bodies, including the Australian Competition and Consumer Commission (ACCC) or relevant state fair trading offices.

15.3 Class Action Waiver

To the maximum extent permitted by law, disputes arising under these Terms shall be resolved on an individual basis only. You waive any right to bring or participate in any class action, collective, or representative proceeding.

16. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any additional terms specific to particular features or services, constitute the entire agreement between you and Aisembl Pty Ltd regarding the Platform.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.

Waiver. No waiver by either party of any breach of these Terms shall constitute a waiver of any subsequent breach. Failure to enforce any right under these Terms does not constitute a waiver of that right.

Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of assets.

Force Majeure. Aisembl Pty Ltd is not liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond our reasonable control, including acts of God, natural disasters, cyberattacks, or government actions.

Notices. All legal notices to Aisembl Pty Ltd should be sent to legal@aisembl.com. We may give you notices via email, in-platform notification, or by updating these Terms.

Language. These Terms are written in English. Any translation is provided for convenience only, and the English version prevails in the event of any conflict.

17. Contact Us

If you have any questions about these Terms, please contact us at:

Aisembl Pty Ltd
Email: legal@aisembl.com
Website: www.aisembl.com

We will endeavour to respond to all enquiries within 5 business days.

This is a legal document. Seek independent legal advice if required.