Terms of Use
Terms of Use
#Project Brain — Terms of Use
Effective date: 26 May 2026 Last updated: 26 May 2026 Version: 1.0
These Terms of Use (Terms) form a binding agreement between Project Brain Pty Ltd (ABN: TBC), a company registered in New South Wales, Australia, with its registered office at Suite 302, 13/15 Wentworth Avenue, Sydney NSW 2000 (Project Brain, we, us, our), and the customer entity or individual that accesses or uses the Service (Customer, you, your).
By creating an account, clicking "I agree", accessing the Service, or paying any fee, you accept these Terms and warrant that you have authority to bind the Customer to them. If you do not agree, do not access or use the Service.
#1. Definitions
- Account means a registered Customer account used to access the Service.
- Affiliate means an entity controlled by, controlling, or under common control with a party, where "control" means ownership of more than 50% of the voting interests.
- Authorised User means an employee, contractor, or agent of the Customer who is permitted by the Customer to access the Service under the Customer's Account.
- Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including pricing, security architecture, technical details, business plans, and Customer Data.
- Customer Data means all data, content, files, text, images, documents, and other materials uploaded to, generated within, or processed by the Service by or on behalf of the Customer, including Personal Information processed by us on the Customer's behalf.
- Documentation means the user guides, help articles, and technical documentation we publish for the Service.
- DPA means the Data Processing Addendum entered into between the parties under clause 17.
- Fees means the subscription, usage, and other charges payable under an Order.
- Insolvency Event means any of the following in respect of a party: (i) the appointment of a controller, administrator, receiver, liquidator, or trustee in bankruptcy; (ii) entry into a scheme of arrangement, deed of company arrangement, or composition with creditors; (iii) becoming unable to pay debts as and when they fall due; or (iv) any analogous event in any jurisdiction.
- Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, inventions, and discoveries.
- Order means an order form, online subscription selection, statement of work, or written agreement under which the Customer subscribes to the Service.
- Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes "personal data" as defined under the GDPR and UK GDPR.
- Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth), the Notifiable Data Breaches scheme, and any other applicable data protection or privacy law (including the GDPR and UK GDPR where they apply).
- Service means the Project Brain software-as-a-service platform, including its websites, applications, APIs, integrations, AI features, and any associated software, content, and documentation.
- Sub-processor means a third party engaged by us to process Personal Information on our behalf in providing the Service.
- Subscription Term means the period during which the Customer is licensed to access the Service under an Order.
#2. The Service
#2.1 Grant of access
Subject to your continuous compliance with these Terms and payment of all Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Service for your internal business purposes.
#2.2 Authorised Users
You are responsible for all activity under your Account and the acts and omissions of your Authorised Users as if they were your own. You must ensure each Authorised User keeps credentials secure, does not share credentials, and complies with these Terms.
#2.3 Service evolution
We may add, modify, or remove features of the Service at any time. We will not materially degrade the core functionality of a paid Subscription during its current Subscription Term without providing a comparable alternative or a pro-rata refund for unused, prepaid Fees attributable to the removed functionality.
#2.4 Beta features
Features labelled "beta", "preview", "experimental", or similar are provided "as is" without warranty and may be withdrawn or modified at any time. To the maximum extent permitted by law, our liability for beta features is excluded.
#2.5 APIs and usage limits
Where we make APIs available, you may use them only in accordance with the Documentation and within published rate limits, quotas, and fair-use policies. We may enforce limits technically, throttle excessive traffic, and require you to upgrade your plan if your usage materially exceeds the limits applicable to your tier. Excessive AI feature usage may be metered separately under your Order.
#2.6 Hosting and infrastructure
We host the Service on Amazon Web Services (AWS) in the Sydney region (ap-southeast-2). We may change underlying infrastructure providers from time to time but will not change the primary region for Customer Data storage without at least 60 days' prior written notice to the Customer.
#3. Eligibility and Accounts
#3.1 Eligibility
You must be at least 18 years old and able to form a legally binding contract. The Service is intended for business and professional use, not personal or household use.
#3.2 Accurate information
You must provide accurate, current, and complete information when creating your Account and keep it updated.
#3.3 Security of credentials
You must keep your credentials confidential, use multi-factor authentication where offered, and notify us immediately at security@projectbrain.com.au if you suspect unauthorised access. We are not liable for losses arising from your failure to safeguard credentials.
#4. Acceptable Use
You must not, and must ensure your Authorised Users do not:
(a) use the Service in breach of any law, regulation, or third-party right; (b) upload, transmit, or store any content that is unlawful, defamatory, obscene, infringing, harassing, or that contains malware, spyware, viruses, or other harmful code; (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by law and not capable of contractual exclusion; (d) circumvent or attempt to circumvent any access controls, rate limits, security measures, or usage limits; (e) probe, scan, or test the vulnerability of the Service or any related system, except under a written authorisation from us; (f) use the Service to develop, train, evaluate, or benchmark a competing product or service, or to extract its underlying models, weights, prompts, or training data; (g) resell, sublicense, time-share, white-label, or otherwise make the Service available to third parties other than Authorised Users, except as expressly permitted in writing; (h) remove, obscure, or alter any proprietary notices or watermarks; (i) use automated means (bots, scrapers, crawlers, AI agents) to access the Service except through documented APIs and within published rate limits; (j) use the Service to send unsolicited commercial electronic messages in breach of the Spam Act 2003 (Cth) or analogous laws; (k) upload Personal Information of a third party unless you have a lawful basis and have given that person any notice required under Privacy Laws; (l) use AI features to generate content that is unlawful, defamatory, that infringes third-party rights, that depicts child sexual abuse material, or that facilitates harm to persons or property; (m) input prompts or content designed to circumvent the Service's safety, content moderation, or access controls (prompt injection, jailbreaks, or similar techniques); (n) misrepresent AI-generated output as having been produced or verified by us; or (o) use the Service in a manner that could damage, disable, overburden, or impair it or interfere with any other user's enjoyment.
We may investigate suspected breaches and suspend or terminate access without notice where we reasonably believe a breach is occurring.
#5. Customer Data
#5.1 Ownership
As between the parties, you retain all rights, title, and interest in Customer Data. We acquire no rights in Customer Data except as expressly set out in these Terms.
#5.2 Licence to Project Brain
You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process, and create derivative works of Customer Data solely to:
(a) provide, secure, and maintain the Service; (b) prevent or address technical or security issues; (c) comply with legal obligations; (d) develop and improve the Service in a manner that does not identify you or your Authorised Users (including via aggregated, de-identified analytics); and (e) enforce these Terms.
#5.3 Responsibility for Customer Data
You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data and for obtaining all necessary rights and consents to provide Customer Data to us.
#5.4 AI features
Where the Service uses machine learning or generative AI to process Customer Data (for example, for summarisation, search, or content generation), you acknowledge that outputs may be inaccurate or incomplete and must be reviewed before relying on them. We do not use Customer Data to train foundation models for general public use. Any model training is limited to the tenant-scoped purposes described in our Privacy Policy.
#5.5 Backup and export
You are responsible for maintaining your own backups of Customer Data. We provide self-service export tools while your Account is active in industry-standard formats (JSON, CSV, and where applicable PDF), and will use reasonable efforts to provide attachments in their native format. We retain Customer Data for 30 days after termination to allow export, after which we may permanently delete it (see clause 13).
#5.6 Deletion on request
At any time, the Customer may request deletion of specific items of Customer Data or, on termination, complete deletion of all Customer Data from production systems. Deletion from rolling backups occurs in the ordinary course within 35 days. We will, on written request, provide a written certification of deletion within 30 days of completion.
#5.7 Customer indemnity for Customer Data
The Customer warrants that it has all rights, consents, and lawful bases necessary to upload Customer Data to the Service and authorise the processing described in these Terms and the Privacy Policy.
#6. Intellectual Property
#6.1 Project Brain IP
The Service, the Documentation, all software, designs, models, templates, trade marks, logos, and related materials are owned by us or our licensors. Nothing in these Terms transfers any Intellectual Property Rights to you other than the limited licence in clause 2.1.
#6.2 Feedback
If you provide suggestions, comments, ideas, or feedback ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use the Feedback without restriction, including to incorporate it into the Service. We are not required to credit or compensate you.
#6.3 Trade marks
"Project Brain" and our logos are our trade marks. You may not use them without our prior written consent except to factually describe your use of the Service.
#6.4 AI output
As between the parties, the Customer owns the output the Service generates from the Customer's prompts and inputs ("AI Output"), to the extent that ownership is capable of subsisting under applicable law. The Customer acknowledges:
(a) AI Output may not be unique; similar or identical output may be generated for other customers from similar inputs, and we make no claim of exclusivity over patterns, ideas, or non-original elements; (b) AI Output may be inaccurate, incomplete, biased, or infringing; the Customer must review and validate AI Output before relying on it or making it available to third parties; and (c) the Customer is responsible for ensuring its use of AI Output complies with applicable law, including copyright, defamation, consumer protection, and professional regulation.
We make no representation or warranty regarding the existence, scope, or enforceability of any Intellectual Property Rights in AI Output.
#7. Fees and Payment
#7.1 Fees
You will pay all Fees set out in the applicable Order. Unless stated otherwise, Fees are in Australian Dollars and exclusive of GST and other taxes, which you will pay in addition.
#7.2 Billing
Subscription Fees are billed in advance on a monthly or annual cycle as selected at sign-up. Usage-based Fees are billed in arrears. Payment is processed via our payment processor; you authorise recurring charges on the payment method on file.
#7.3 Auto-renewal
Subscriptions automatically renew at the then-current rate for the same term unless cancelled in-product or by written notice at least 7 days before the renewal date. You can disable auto-renewal at any time from the billing page.
#7.4 Price changes
We may change Fees for renewals on at least 30 days' written notice. Changes do not apply to the current Subscription Term.
#7.5 Late payment
If a payment is more than 14 days overdue, we may suspend the Service after written notice. We may charge interest on overdue amounts at the rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily.
#7.6 Refunds
Except where required by law, Fees are non-refundable. We do not provide partial refunds for downgrades, unused portions, or termination by you for convenience. This does not limit your rights under the Australian Consumer Law.
#7.7 Taxes
You are responsible for all sales, use, GST, VAT, withholding, and similar taxes other than taxes on our net income. If withholding is required, you will gross up payments so that we receive the same amount we would have received without the withholding.
#7.8 Disputed invoices
You must notify us of a disputed invoice within 30 days of receipt. Amounts not disputed within that period are deemed accepted.
#8. Pilots and Evaluations
The Service is offered on a paid basis only. We do not offer general free trials.
We may agree in writing to a paid or unpaid pilot, proof-of-concept, or evaluation for a defined scope and period (each, a Pilot). Unless the Pilot agreement says otherwise:
(a) Pilots are provided "as is" without warranty, with no service level commitment; (b) the limitations of liability in clause 15 apply, and our aggregate liability for the Pilot is capped at A$100; (c) Customer Data uploaded during the Pilot remains subject to clause 5 and the Privacy Policy; (d) we may suspend or terminate a Pilot at any time on written notice; and (e) on Pilot expiry, the Customer must either enter a paid Subscription or cease use, and we may delete Customer Data 30 days after expiry unless a paid Subscription has commenced.
#9. Third-Party Services, Integrations, and Sub-processors
#9.1 Customer-authorised integrations
The Service integrates with third-party services (for example, identity providers, storage, communications, accounting, and construction tools). Where you authorise an integration, you authorise us to exchange data with that service as scoped by the OAuth permissions or credentials you grant. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services or their availability. If a third-party service changes, we may change or remove the integration without liability.
#9.2 Sub-processors
We engage Sub-processors to assist in providing the Service. A current list of Sub-processors is available on request. We will:
(a) impose contractual obligations on each Sub-processor that are no less protective than those in these Terms in respect of Customer Data; (b) remain liable for the acts and omissions of Sub-processors as if they were our own; and (c) give the Customer at least 30 days' written notice (which may be via in-product notification or the Sub-processor list page) before engaging a new Sub-processor that materially affects the processing of Customer Data.
#9.3 Objection to new Sub-processors
The Customer may object to a new Sub-processor on reasonable data-protection grounds within 15 days of notification. The parties will discuss the objection in good faith. If we cannot reasonably accommodate the objection, the Customer may terminate the affected Subscription and we will refund any prepaid, unused Fees attributable to the period after termination.
#10. Confidentiality
Each party will:
(a) use the other's Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect it using at least the same standard of care it uses for its own Confidential Information and no less than reasonable care; and (c) not disclose it to third parties except to its personnel and advisors who need to know it and who are bound by confidentiality obligations no less protective than these.
The obligations do not apply to information that is (i) publicly available without breach, (ii) already known without confidentiality obligation, (iii) independently developed without use of the other's Confidential Information, or (iv) required to be disclosed by law, a court, or a regulator (in which case the receiving party will, where lawful, give prompt notice and reasonable cooperation to allow the disclosing party to seek a protective order).
Confidentiality obligations survive termination for 5 years, except for trade secrets and Customer Data, which survive for so long as the information remains a trade secret or Customer Data, respectively. Nothing in this clause grants a "residuals" licence: the receiving party must not use Confidential Information retained in unaided memory to compete with the disclosing party.
#11. Security
#11.1 Our security commitments
We implement and maintain industry-standard administrative, physical, and technical safeguards designed to protect Customer Data, including:
(a) encryption in transit (TLS 1.2+) and at rest (AES-256 or equivalent); (b) role-based access controls and least-privilege principles for personnel; (c) logging, monitoring, and incident detection; (d) regular vulnerability scanning and patching; (e) secure software development practices including code review; (f) third-party penetration testing; and (g) personnel background checks, training, and confidentiality obligations.
#11.2 Data residency
Customer Data, including indexed data and data used for AI processing, is hosted in Australia (Sydney region) on Amazon Web Services (AWS), unless we expressly agree otherwise in writing.
#11.3 Security incidents
We will notify the Customer's primary contact without undue delay if we become aware of a confirmed security incident affecting their Customer Data and, where required, comply with the Privacy Act 1988 (Cth) Notifiable Data Breaches scheme.
#11.4 Customer responsibilities
You are responsible for: configuring your Account securely, enabling available security features (MFA, SSO, IP allow-listing), managing user access, and promptly disabling former users.
#11.5 Audit and assurance
We will, on reasonable written request and no more than once per 12-month period (unless required by a regulator or following a material security incident affecting the Customer's data), provide the Customer with:
(a) a summary of our current security practices; (b) the most recent executive summary of any independent security assessment (such as a SOC 2 report, ISO 27001 certificate, or penetration test summary), subject to confidentiality; and (c) reasonable responses to a security questionnaire.
Physical audits of our facilities are not permitted; AWS data-centre controls are addressed by AWS's own third-party attestations.
#11.6 Insurance
We maintain, with reputable insurers, insurance appropriate to the size and nature of our business, including cyber liability, professional indemnity, and public liability insurance. Certificates of currency are available on reasonable written request, subject to confidentiality.
#12. Service Levels and Support
#12.1 Availability target
We target 99.5% monthly uptime for the production Service, excluding scheduled maintenance and force majeure events. For paid plans, see your Order for any agreed Service Level Agreement (SLA) and service credits.
#12.2 Support
Standard email support is available to all paid Customers during Australian business hours (AEST/AEDT, 9am–5pm Monday–Friday excluding NSW public holidays). Enterprise plans may include additional channels.
#12.3 Maintenance
We will use reasonable efforts to schedule planned maintenance outside Australian business hours and to notify in advance.
#13. Term, Suspension, and Termination
#13.1 Term
These Terms apply from the date you first accept them until terminated under this clause. Each Subscription Term continues for the period stated in the Order and renews per clause 7.3.
#13.2 Termination for convenience
You may cancel your Subscription at any time through in-product controls or by written notice. Cancellation takes effect at the end of the current paid period; no refunds are payable except as required by law.
#13.3 Termination for cause
Either party may terminate immediately by written notice if the other:
(a) commits a material breach not remedied within 14 days of written notice (or that is not capable of remedy); (b) becomes insolvent, has a controller, administrator, or liquidator appointed, enters a scheme of arrangement, or otherwise has any analogous event occur; or (c) ceases to carry on business.
We may also terminate immediately if you fail to pay Fees that remain overdue more than 30 days after notice.
#13.4 Suspension
We may suspend access (in whole or in part) immediately if:
(a) we reasonably suspect a breach of clause 4 (Acceptable Use); (b) required by law or by a regulator; (c) necessary to prevent material harm to us, the Service, or other customers; or (d) Fees are overdue per clause 7.5.
We will lift suspension when the cause is resolved.
#13.5 Effect of termination
On termination:
(a) all access rights cease; (b) you must pay all outstanding Fees up to the termination date; (c) you may export Customer Data for 30 days after termination using self-service tools (or, for Enterprise plans, with our reasonable assistance); (d) after 30 days, we may permanently delete Customer Data, subject to retention required by law or our legitimate need to retain backups for a limited period; and (e) clauses that by their nature should survive (including 1, 4, 5.5, 5.6, 6, 7 (for unpaid amounts), 10, 14, 15, 16, 17, 18, 19, 20) will survive.
#14. Warranties
#14.1 Mutual warranties
Each party warrants that it has full authority to enter into these Terms and that doing so does not breach any other agreement or law.
#14.2 Project Brain warranties
We warrant that:
(a) we will provide the Service with reasonable care and skill; (b) the Service will substantially conform to the Documentation; and (c) we will not knowingly introduce malicious code into the Service.
#14.3 Disclaimers
To the maximum extent permitted by law, and subject to clause 14.4, the Service is provided "as is" and "as available". We disclaim all other warranties, conditions, representations, and guarantees, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and uninterrupted or error-free operation.
#14.4 Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable law that cannot lawfully be excluded, restricted, or modified (Non-Excludable Rights). Any provision that purports to exclude or limit a Non-Excludable Right is read down to the minimum extent necessary to be lawful. Where our liability for breach of a non-excludable consumer guarantee for services can lawfully be limited, our liability is limited at our option to:
(a) supplying the Service again; or (b) paying the cost of having the Service supplied again.
This clause does not apply to services that are of a kind ordinarily acquired for personal, domestic, or household use or consumption.
#15. Limitation of Liability
#15.1 Indirect loss excluded
Subject to clause 14.4, to the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special, incidental, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, or business opportunity, however arising, whether in contract, tort (including negligence), under statute, or otherwise, even if the party has been advised of the possibility of such damages.
#15.2 Liability cap
Subject to clauses 14.4 and 15.3, each party's total aggregate liability arising out of or in connection with these Terms (whether in contract, tort, under statute, or otherwise) in any 12-month period is limited to the total Fees paid by the Customer to us in the 12 months immediately preceding the first event giving rise to the liability.
#15.3 Uncapped items
The caps and exclusions in clauses 15.1 and 15.2 do not apply to:
(a) the Customer's payment obligations under clause 7; (b) either party's indemnity obligations under clause 16; (c) breach of clause 4 (Acceptable Use); (d) infringement of the other party's Intellectual Property Rights; (e) breach of clause 10 (Confidentiality), to the extent involving wilful misconduct; or (f) liability that cannot lawfully be excluded or limited.
#15.4 Allocation of risk
Each party acknowledges that the Fees reflect the allocation of risk in this clause and that the limits and exclusions are essential to the basis of the bargain.
#15.5 Limitation of actions
To the maximum extent permitted by law, neither party may commence any proceeding arising out of or in connection with these Terms more than 12 months after the cause of action first accrued. This does not apply to claims for payment of Fees or for breach of clauses 4, 6, or 10.
#15.6 Mitigation
Each party must take reasonable steps to mitigate any loss it suffers.
#15.7 No double recovery
A party may not recover under more than one cause of action for the same loss.
#16. Indemnities
#16.1 By Project Brain (IP indemnity)
We will defend the Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's Australian copyright, patent, registered design, or trade mark, and will pay any damages finally awarded or agreed in settlement. If such a claim is made or in our reasonable opinion is likely to be made, we may at our option:
(a) procure a right for the Customer to continue using the Service; (b) modify or replace the Service so that it is non-infringing while substantially preserving functionality; or (c) terminate the affected Subscription and refund any prepaid, unused Fees.
We have no obligation for claims arising from: (i) modifications not made by us; (ii) combination with non-Project Brain products; (iii) Customer Data, the Customer's prompts, or other inputs; (iv) AI Output (which is governed by clause 6.4 and the Customer's review obligation); (v) use in breach of these Terms; or (vi) the Customer's continued use after we have notified them to stop.
#16.2 By the Customer
The Customer will indemnify us against all losses, damages, costs (including reasonable legal costs), and liabilities arising from:
(a) Customer Data, including any claim that Customer Data infringes a third party's rights or breaches law; (b) the Customer's breach of clause 4 (Acceptable Use); or (c) the Customer's breach of applicable privacy or data protection law.
#16.3 Indemnity procedure
The indemnified party must: (i) promptly notify the indemnifying party of the claim; (ii) give the indemnifying party sole control of the defence and settlement (provided no settlement admits liability or imposes a non-monetary obligation on the indemnified party without consent, not to be unreasonably withheld); and (iii) reasonably cooperate.
This clause states each party's sole and exclusive remedy for third-party intellectual property infringement claims.
#17. Privacy and Order of Precedence
#17.1 Privacy
Our collection, use, disclosure, and storage of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Where we process Personal Information on the Customer's behalf, the parties will comply with the DPA, which forms part of these Terms when executed.
#17.2 Order of precedence
If there is any inconsistency between documents, the order of precedence is:
(a) the executed DPA (in respect of Personal Information processing only); (b) the Order; (c) these Terms; (d) the Privacy Policy; and (e) the Documentation.
A more specific provision prevails over a more general one. Pre-printed terms on a Customer purchase order or similar document are of no effect.
#18. Governing Law and Disputes
#18.1 Governing law
These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
#18.2 Jurisdiction
Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them. This does not prevent either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.
#18.3 Dispute resolution
Before commencing court proceedings (other than for urgent relief), the parties must:
(a) give written notice of the dispute setting out its nature; (b) have senior representatives meet within 14 days to negotiate in good faith; and (c) if unresolved within a further 14 days, refer the dispute to mediation administered by the Resolution Institute under its Mediation Rules.
Each party bears its own costs and pays half the mediator's costs.
#19. Notices
Notices to us must be sent to legal@projectbrain.com.au or by post to Suite 302, 13/15 Wentworth Avenue, Sydney NSW 2000. Notices to you will be sent to the email address on your Account. Notices are deemed received: (a) on sending by email (if no bounce is received within 24 hours); or (b) on the second business day after posting within Australia.
#20. General
#20.1 Modifications
We may modify these Terms by giving at least 30 days' prior notice via in-product notification or email. Continued use of the Service after the effective date constitutes acceptance. If a modification materially reduces your rights, you may terminate by written notice before the effective date and receive a pro-rata refund of prepaid, unused Fees.
#20.2 Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.
#20.3 No waiver
Failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing.
#20.4 Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will continue in full force.
#20.5 Force majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, embargo, fire, flood, pandemic, government action, internet or telecommunications failures, or third-party cloud provider outages, provided the affected party uses reasonable efforts to mitigate.
#20.6 Relationship
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
#20.7 Third-party rights
No person who is not a party to these Terms has any right to enforce any of its provisions.
#20.8 Entire agreement
These Terms (together with the Privacy Policy, any Order, and any Data Processing Addendum) constitute the entire agreement between the parties about its subject matter and supersede all prior agreements, representations, and understandings. Any pre-printed terms on a Customer purchase order or similar document are of no effect.
#20.9 Counterparts and electronic signature
These Terms may be executed in counterparts and by electronic signature, each of which is an original and together constitute one instrument.
#20.10 Export and sanctions
You represent that you (and any party for whom you act) are not subject to Australian, US, UN, EU, or UK sanctions, are not located in a sanctioned jurisdiction, and will not use the Service in breach of export control laws.
#20.11 Anti-bribery and modern slavery
Each party will comply with all applicable anti-bribery, anti-corruption, and modern slavery laws (including the Modern Slavery Act 2018 (Cth)).
#20.12 Publicity
We will not identify the Customer as a customer in any external marketing material (including our website, press releases, and case studies) without the Customer's prior written consent (email is sufficient). Once consent is given, the Customer may revoke it at any time on 30 days' written notice to legal@projectbrain.com.au.
#20.13 Non-solicitation
During the Subscription Term and for 12 months after, neither party will, without the other's prior written consent, directly solicit for employment any of the other party's personnel with whom it has had material contact in connection with these Terms. General advertising and unsolicited applications by personnel are not a breach.
#20.14 Set-off
We may set off any amounts owed by the Customer against amounts we owe the Customer. The Customer may not set off, withhold, or deduct any amount without our prior written consent.
#20.15 Interpretation
Headings are for convenience only. Singular includes plural and vice versa. "Including" and "such as" are not limiting. References to legislation include amendments and successors. A reference to A$ is to Australian Dollars.
#20.16 Costs
Each party bears its own costs of negotiating, preparing, and executing these Terms.
#Contact
Project Brain Pty Ltd ABN: TBC Suite 302, 13/15 Wentworth Avenue Sydney NSW 2000 Australia
Legal: legal@projectbrain.com.au Security: security@projectbrain.com.au Support: support@projectbrain.com.au