1. OVERVIEW

1.1. These Terms make up the agreement between Cor and you (Terms) and govern your use of and access to Cor’s Software and Services.

1.2. By registering with or using the Software or Services, you accept these Terms and agree to be bound by them. This acceptance forms a legally binding contract between you and Cor. Any person using the Software or Services is bound by the Terms.

1.3. Please read the Terms carefully. If you do not agree to the Terms, you must not use the Software or Services, or cease use immediately.

1.4. Cor may amend these Terms at any time at its discretion and will provide you notice when it does so. Such notice may be provided via email, announcement on Cor’s Website or such other means as reasonably determined by Cor. By continuing to use the Software or Services, you will be deemed to have accepted any revised terms as notified to you. If you do not agree with the updated Terms, you are entitled to terminate this agreement in accordance with clause 14.

1.5. Term

(a) These Terms commence on the Start Date and, unless renewed in accordance with clause 1.5(b) or terminated earlier in accordance with the Terms, expire on the Expiry Date.

(b) These Terms will automatically renew for a period of one calendar month from the end of each Term, unless these Terms are terminated in accordance with the terms prior to the end of the then current term.

2. APPOINTMENT OF COR AND GRANT OF LICENCE

2.1. You appoint Cor to provide the Services from the Start Date for the Term.

2.2. Subject to you complying with these Terms, Cor grants you a worldwide, non-exclusive, non-transferable, non-sublicenceable, revocable (in accordance with the terms of this Agreement) right to access and use the Software for the Term (Licence).

3. INTELLECTUAL PROPERTY

3.1. You acknowledge and agree that the Licence is a licence to use the Software only, and nothing in the Licence or these Terms will be deemed to convey any title or ownership of the Services to you. All Intellectual Property Rights in any Cor IP remain with Cor, including in the Software, or the relevant third-party owners, from whom Cor has licenced relevant Intellectual Property Rights, as the case may be.

3.2. Any Developed IP, to the extent that it does not contain Customer Data, will be solely and exclusively owned by Cor or the relevant third party licensors, as the case may be.

3.3. You acknowledge that:

(a) Cor and the Cor logo are all trademarks or pending trademarks of Cor regardless of whether they are registered or not; and

(b) you are not granted any rights to use, remove or sub-license the use of the trademarks under the Licence or at all.

4. FEES

4.1. In consideration of Cor providing you with the Services and the Licence for the Term, you agree to pay the amount set out in the Pricing Details (Fees).

4.2. The Fees will be automatically charged to the payment method you have nominated to us in writing monthly in advance, or as otherwise set out in the Pricing Details.

4.3. The Fees are exclusive of GST and unless stated otherwise are in Australian Dollars. If GST applies to a taxable supply made under these Terms, you must pay GST on that taxable supply, in addition to any consideration (excluding GST) that is payable for that taxable supply, at the same time and in the same way as you are required to pay the consideration for the taxable supply.

4.4. If you do not pay an amount due under these Terms on or before the date it is due, Cor will be entitled (without prejudice to any other right or remedy available to us under these Terms or at law):

(a) withhold provision of the Software and Services, or suspend your access to any or all of the Software and Services, until payment of the outstanding invoice (including interest) is received by us in full;

(b) charge interest on the outstanding amount at the rate of three per cent (3%) per annum above the base-lending rate of the National Australia Bank; or

(c) terminate this Agreement pursuant to clause 14.

5. DIRECT DEBIT

5.1. You:

(a) authorise direct debit of any payment method provided to us in line with any third-party payment provider’s separate direct debit agreement as applicable;

(b) authorise Cor to charge your bank account or credit card on or after any applicable due dates for Fees, subject to the terms of any third party payment providers separate direct debit agreement as applicable;

(c) must ensure that there are sufficient funds available in your account to allow our payment provider to debit the Fees;

(d) acknowledges and agrees that there may be additional payments required from the payment provider if you miss or fail to make any payment. The terms of any DD agreement are separate and in addition to these Terms.

5.2. Cor reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

6. USE OF THE SERVICES

6.1. You must not, and you agree to procure that anyone who uses the Software or the Services must not:

(a) use the Software or Services in any way that could damage the reputation of Cor or the goodwill or other rights associated with the Software or Services;

(b) permit any person to link to any page containing any part of the Software or Services (including via a hyperlink or RSS feed) without Cor’s written consent;

(c) reproduce, make error corrections to or otherwise modify or adapt the Software or Services, or create any derivative works based upon them;

(d) de-compile, disassemble or otherwise reverse engineer the Software or Services or otherwise attempt to derive the source code or directly or indirectly allow, cause or permit any third party to do so;

(e) modify or remove any copyright or proprietary notices contained in the Software or Services;

(f) develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Software or otherwise copy data from the Software;

(g) override any security feature or bypass or circumvent any access controls or use limits of the Software;

(h) upload anything to the Software that contains Viruses or any other harmful code;

(i) use bots or other automated methods to access the Software;

(j) monitor the Software’s availability, performance or functionality for any competitive purpose;

(k) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Software;

(l) overlay or otherwise modify the Software or its appearance or interfaces; or

(m) interfere with the operation of, or place an unreasonable load on, the Software.

7. ACCEPTANCE AND RISK

7.1. You are deemed to have accepted the Services on the Start Date.

7.2. Subject to clause 12, all risk associated with your use of the Services passes to you on the Start Date.

8. INTEGRATION, MAINTENANCE, SUPPORT AND UPGRADES

8.1. If Cor upgrades the Software (Upgrade), you will be given access to the Upgrade based on your plan or tier level set out in the Pricing Details. Cor will provide with you with support for your use of the Upgrade via email. You agree and understand that charges may apply for additional support with notice to you, at Cor’s discretion.

8.2. Cor makes no guarantee that any integration of the Software into your systems, including any Third Party Services will be successful. Any failure in this regard, whether caused or contributed to by Cor or a third party, will not be the responsibility of Cor or a breach of these Terms. You release Cor from any claims for losses arising in connection with the failure of any integration of the Software into your systems, including any Third Party Services.

8.3. Cor may conduct maintenance and repair of the Services at any time and will aim to do so at times that cause minimum impact to you, however Cor makes no representations or guarantees in this regard.

8.4. Except for the warranties set out in clause 11 and the services set out in this clause 8, Cor will not provide any other maintenance or support services for the Services or the Software under these Terms.

9. THIRD PARTY SERVICES AND TERMS

9.1. You acknowledge and agree that the Services may be:

(a) reliant on the availability, access to and operation of Third Party Services; and

(b) subject to third party Terms (Third Party Terms) as updated from time to time.

9.2. Your failure to maintain any required Third Party Services may delay or inhibit performance of the Software and Service, and Cor accepts no responsibility for any loss in this regard.

9.3. You are solely responsible for ensuring the proper integration between any Third Party Services and the Software. Cor may be available to assist with troubleshooting enquiries but will in no circumstances be responsible for integration.

9.4. Cor will not be liable for any delay, loss or damage, including any data loss or consequential loss arising from any error of data or transmission, suffered by you in connection with any Third Party Services or Third Party Terms. Cor’s liability is excluded and limited in accordance with clause 12.

9.5. You agree to comply with any and all terms of any third party service provider that you engage in connection with your use of the Services, and warrant to us that your use of the Services will not infringe on the rights of any third party service provider.

10. CUSTOMER DATA

10.1. You retain ownership of all Customer Data and are responsible for ensuring that all Customer Data is removed from the Software upon termination of these Terms.

10.2. Though our Software is powered by artificial intelligence large language models from OpenAI, L.L.C., and Anthropic, PBC, Cor won’t use the Customer Data to develop, improve, or train any generalised AI and/or ML models.

10.3. You grant to Cor a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Customer Data to the extent reasonably required to provide the Services for the duration of the Term.

10.4. You are solely responsible for the legality, reliability, integrity and accuracy and quality of Customer Data.

10.5. You must take your own precautions to ensure that the processes which you employ for accessing the Services does not expose you or Customer Data to the risk of data loss, hacking, malware, ransomware, Viruses, malicious computer code or other forms of interference.

11. LIMITED WARRANTY

11.1. General disclaimer

(a) The Services are inherently complex and may not be completely free of errors. You acknowledge and agree that you have relied on your own skill and judgement in engaging the Services in the use and result you intend to obtain from them.

(b) To the extent allowed by law, Cor does not warrant to you that the functions contained in the Services will meet your requirements or that the operations of the Services will be uninterrupted or error free or that all errors will be corrected. You are advised to verify and to make backup copies of all work performed in connection with the Services.

11.2. Australian consumer law guarantees

(a) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law. Cor’s Software and Services may come with guarantees that cannot be excluded under the Australian Consumer Law.

(b) If you are entitled to claim under Australian Consumer Law, for major failures with the Services, you are entitled to terminate these Terms, and obtain a refund for any unused portion of the Fees paid (or to compensation for the reduced value of the Services).

(c) You are also entitled to a refund or replacement for major failures with goods.

(d) If a failure in Cor’s Software or Services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for goods and to terminate the Terms in relation to Cor’s provision of Services.

(e) You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Cor Software or Services.

11.3. You continually warrant and represent to Cor that you have the authority enter into a binding agreement with Cor and any body corporate that you represent in relation to entering into these Terms.

12. INDEMNITY AND LIMITATION OF LIABILITY

12.1. Limitation of Liability

(a) To the extent permitted by applicable law, Cor is not liable for:

(i) any Loss suffered by any party as a result of you relying on the Software to make recommendations or provide advice outside of the scope of the Software technical specifications;

(ii) any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Services.

(b) To the maximum extent permitted by applicable law, the maximum aggregate liability of Cor to you in respect of loss or damage sustained by you under or in connection with these Terms is limited to the total fees paid to Cor by you under these Terms, except to the extent that such Loss arises directly from fraud.

(c) Cor will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by Cor, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

12.2. Indemnity

(a) You indemnify and agree to hold harmless Cor for any Loss incurred by Cor, its associates, officers, employees and related entities:

(i) for any unauthorised or fraudulent use of your Cor account;

(ii) arising out of any third party claim relating to a breach of any third party Intellectual Property Rights as a result of yours or your authorised personnel’s use of the Services;

(iii) arising out of your failure to comply with the Third Party Terms, including where such failure contributes to any claim made by a third party service provider against Cor for breach of the Third Party Terms such as a violation of content standards; or

(iv) where such Loss was caused or contributed to by you or your officers’, employees’ or agents’:

A. breach of these Terms; or

B. negligent, fraudulent or criminal act or omission.

13. CONFIDENTIALITY

13.1. You acknowledge and agree that the Software is confidential to and valuable property of Cor. You undertake to and undertake to procure that your employees and any other persons having access to the Software will treat it as confidential and keep secret all information including ideas and concepts contained in or embodied in the Software or the Services.

13.2. You warrant that your employees and any other persons having access to the Software will:

(a) be advised that the Software is confidential and subject to limitations and obligations set out in these Terms; and

(b) comply with the limitations and obligations set out in these Terms as if those persons were you under these Terms.

13.3. The obligations as to confidentiality will remain in force and effect despite termination of the Licence.

14. TERMINATION

14.1. Either party may terminate this agreement immediately:

(a) if the other party commits a material breach of these Terms and fails to remedy that breach within seven (7) days’ notice requiring it to do so; or

(b) if the other party becomes incapable of continuing by reason of death, bankruptcy or insolvency (as defined by the Corporations Act 2001 (Cth)).

14.2. Cor may terminate this agreement immediately if you use the Software or the Services for any purpose other than the Permitted Use.

14.3. You and Cor may terminate this agreement by providing at least 15 days written notice prior to the expiry of the then Term. If the Terms are terminated under this clause, the termination will take effect on expiry of the then Term.

14.4. Upon termination of this agreement for any reason:

(a) your access to the Services will cease and you must not use the Services;

(b) you must pay Cor any Fees outstanding for Services delivered up to and including the date of termination. If any Fees have been paid in advance, such fees will be refunded to you prorated up to the date of termination;

(c) each party must return to the other party or destroy all property and Confidential Information of the other party in its possession or control; and

(d) you may lose access to content created using the Services.

15. GENERAL

15.1. Any variations to these terms will be agreed by the parties in writing.

15.2. Nothing in these Terms creates any partnership, joint venture, employment or similar relationship between you and us.

15.3. Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these Terms will survive and be enforceable after such termination or expiry.

15.4. If any provision of these Terms is invalid, the parties agree that the invalidity will not affect the validity of the remaining portions of the Terms.

15.5. These Terms will be governed by the laws of the Victoria, Australia and you irrevocably submit to the jurisdiction of the Courts of that jurisdiction.

15.6. Force Majeure

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 16.5(a)(i), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

16. DEFINITIONS

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of State fair trading legislation.

Cor means Corellian Systems Pty Ltd (ACN 676 657 364).

Cor Agent means the software agents deployed within the Software.

Cor IP means all materials owned or licensed by Cor that is not Developed IP and any Intellectual Property Rights attaching to those materials, including the Software.

Customer Data means files, data, materials or any other information, including attached Intellectual Property Rights, which is:

(a) uploaded or inserted to the Software by you;

(b) supplied by you to Cor under or in connection with these Terms; or

(c) is gathered by the Software.

Expiry Date means, in the absence of a renewal in accordance with clause 1.5(b) at the end of the then current calendar month.

Developed IP means any materials produced by Cor in the course of providing the Software or Services, including reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the you or others, and any Intellectual Property Rights attaching to those materials. Developed IP does not include Customer Data.

Force Majeure means any act or event caused by any factor that is not within the reasonable control of the Affected Party, including without limitation, act of God; war; national emergency; cyber-attack including any malware; explosion; damage to telecommunications infrastructure or internet services.

Initial Term means the initial term of these Terms as described in clause 1.5(a).

Intellectual Property Rights means all intellectual property rights (whether created before, on or after the date of this Agreement and whether registered or unregistered) in respect of copyright, any patents, trademarks, logos, designs, software, domain names, business or trade name, together with marketing concepts and designs, product knowledge, training systems and materials, protection of confidential information, circuit layouts, inventions, know-how, product or business concepts, details of product development, and any other identifiable result of intellectual endeavour, whether arising under statute or otherwise or any similar industrial property right or any right to, or Platform for registration of, any of them.

Loss includes any loss, damage, liability or obligation, compensation, fine, penalty, charge, payment, cost or expense (including any legal cost and expense on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, actual, consequential or contingent and including any loss of profits, loss of revenue and loss of opportunity.

OpenAI’s Data Processing Addendum means the data processing addendum of OpenAI, LLC, as amended from time to time ( https://openai.com/policies/data-processing-addendum).

Anthropic's Data Processing Addendum means the data processing addendum of Anthropic, PBS, as amended from time to time (https://www.anthropic.com/legal/commercial-terms).

Permitted Use means to use the Software to perform, automate and enhance business processes.

Pricing Details means any written documentation provided by Cor to you detailing the fees payable by You to access the Services.

Services means access to the Software for the Permitted Use, including installation and integration.

Software means the software programs described on the Cor website or otherwise described to you, owned, developed and operated by Cor.

Start Date means the date that the Software is integrated with your system.

Term means the Initial Term and any further term.

Third Party Services means Third party providers, platforms and systems, third party software that may be integrated with the Software.

Virus means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

You means the entity or individual(s) who use the Services.

Website means https://www.getcor.io/