TERMS OF SERVICE

Last updated January 2025

AGREEMENT TO OUR LEGAL TERMS

We are Quokly ("Company," "we," "us," "our"). We operate the website quokly.com.au (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at [email protected].

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Quokly, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

TABLE OF CONTENTS

1. OUR SERVICES

2. INTELLECTUAL PROPERTY RIGHTS

3. USER REPRESENTATIONS

4. USER REGISTRATION

5. PURCHASES AND PAYMENT

6. SUBSCRIPTIONS

7. PROHIBITED ACTIVITIES

8. USER GENERATED CONTRIBUTIONS

9. CONTRIBUTION LICENSE

10. THIRD-PARTY WEBSITES AND CONTENT

11. SERVICES MANAGEMENT

12. PRIVACY POLICY

13. TERM AND TERMINATION

14. MODIFICATIONS AND INTERRUPTIONS

15. GOVERNING LAW

16. DISPUTE RESOLUTION

17. CORRECTIONS

18. DISCLAIMER

19. LIMITATIONS OF LIABILITY

20. INDEMNIFICATION

21. USER DATA

22. ELECTRONIC COMMUNICATIONS

23. CALIFORNIA USERS AND RESIDENTS

24. MISCELLANEOUS

25. CONTACT US

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services.

AI-Powered Research. Our Services utilise artificial intelligence and large language models to generate research outputs, summaries, and analysis. You acknowledge that AI-generated outputs may contain errors, inaccuracies, or omissions, and you are solely responsible for verifying the accuracy and appropriateness of any outputs before relying on them. The Services are provided as a research aid and do not constitute professional, legal, financial, or medical advice.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Your use of our Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable license to access the Services and download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use or internal business purpose.

Your content and outputs

You retain ownership of any content, data, or prompts you submit to the Services ("Inputs"). Subject to your compliance with these Legal Terms, we assign to you all right, title, and interest in and to the outputs generated by the Services based on your Inputs ("Outputs"). We do not use your Inputs or Outputs to train or improve our models or those of our AI providers without your explicit consent.

Similar outputs. Due to the nature of AI technology, other users may receive outputs that are similar or identical to yours. This does not affect your ownership of Outputs generated specifically for you.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information; (3) you have the legal capacity and agree to comply with these Legal Terms; (4) you are not under the age of 13; (5) you will not access the Services through automated means; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine it is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

We accept the following forms of payment:

  • Visa
  • Mastercard
  • American Express

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. All payments shall be in Australian dollars (AUD) unless otherwise stated.

Refunds. All purchases are final and non-refundable except where required by applicable law, including the Australian Consumer Law. If you believe you are entitled to a refund, please contact us at [email protected].

6. SUBSCRIPTIONS

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order.

Cancellation

You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions, please email us at [email protected].

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile a collection, compilation, database, or directory without written permission from us
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information
  • Circumvent, disable, or otherwise interfere with security-related features of the Services
  • Use any information obtained from the Services in order to harass, abuse, or harm another person
  • Use the Services in a manner inconsistent with any applicable laws or regulations
  • Use the Services to generate content that is illegal, fraudulent, defamatory, obscene, or infringing on the rights of others
  • Attempt to reverse engineer, decompile, or disassemble any part of the Services
  • Use automated scripts, bots, or scrapers to access or interact with the Services except via our official API where permitted
  • Upload or transmit viruses, malware, or other malicious code
  • Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein

8. USER GENERATED CONTRIBUTIONS

The Services do not currently offer users the ability to post, submit, publish, display, or transmit content publicly to other users or third parties. Any content you submit to the Services is used solely to generate Outputs for your account.

By submitting content through the Services, you represent and warrant that: (1) you own or have the necessary rights to use and authorise us to use your content; (2) your content does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity; and (3) your content does not violate any applicable law or regulation.

9. CONTRIBUTION LICENSE

By submitting any content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, transfer, and distribute such content solely as necessary to operate, improve, and provide the Services to you. This license terminates when you delete your account or the applicable content, except to the extent that such content has been incorporated into Outputs or shared with other users in accordance with these Legal Terms.

We do not assert any ownership over your Inputs. You retain full ownership of all your Inputs and any intellectual property rights associated with them.

10. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Services) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services.

We make no warranties or representations about the accuracy or completeness of Third-Party Content. We will not be liable for any loss or damage caused by your reliance on Third-Party Content or Third-Party Websites.

11. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms; (3) refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof; (4) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property.

12. PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised the Services are hosted in Australia and the United States. If you access the Services from any other region with laws or regulations governing personal data collection, use, or disclosure that differ from applicable laws in Australia, then through your continued use of the Services, you are consenting to the transfer of your data to Australia and the United States.

13. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. We reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Legal Terms.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

14. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services.

We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you.

15. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of, or related to, the Services or these Legal Terms shall be instituted exclusively in the courts of New South Wales, Australia.

16. DISPUTE RESOLUTION

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms ("Dispute"), you and we agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding.

Binding Arbitration. If the parties are unable to resolve a Dispute through informal negotiations, the Dispute shall be finally and exclusively resolved by binding arbitration. The arbitration shall be conducted in English in Sydney, New South Wales, Australia, under the Commercial Arbitration Act 2010 (NSW).

Restrictions. The parties agree that any arbitration shall be limited to the Dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

17. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

18. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF.

WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

AI Output Disclaimer. THE OUTPUTS GENERATED BY OUR AI SYSTEMS ARE PROVIDED FOR INFORMATIONAL AND RESEARCH PURPOSES ONLY. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI-GENERATED OUTPUT. YOU SHOULD INDEPENDENTLY VERIFY ALL AI-GENERATED OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE. THE SERVICES DO NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, OR PROFESSIONAL ADVICE.

19. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES.

NOTWITHHING THE FOREGOING, NOTHING IN THESE LEGAL TERMS WILL EXCLUDE OR LIMIT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING THE AUSTRALIAN CONSUMER LAW.

20. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) your breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party; or (5) any overt harmful act toward any other user of the Services.

21. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services.

You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data, except where required by applicable law.

22. ELECTRONIC COMMUNICATIONS

By using the Services, you consent to receive electronic communications from us, including emails, notifications, and other messages sent to your account or email address. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

23. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

California Consumer Privacy Act (CCPA). California residents have certain rights regarding their personal information under the CCPA. For more information about your rights and how to exercise them, please refer to our Privacy Policy.

24. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision.

These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions.

25. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Quokly
Email: [email protected]

These terms are effective as of January 2025 and apply to all users of Quokly.