Terms & Conditions

These Grata Intelligence Platform Terms of Service (“Terms of Service”) are entered by and between the Provider (“Provider”) and the Client (“Client”) identified in the Order Form(s) that specifically incorporate these Terms of Service and pursuant to which Provider has made available to Client its software-as-a-service intelligence platform (“Platform”). These Terms of Service govern Client’s access to and use of the Platform and the provision of any related Professional Services, as described in the Order Form(s).

“Authorized User” means an employee, contractor, or other individual whom Client authorizes to access or use the Platform on Client’s behalf and for whom Client has purchased or otherwise obtained an applicable entitlement under an Order Form.

“Client Materials” means data, documents, files, content, and other materials submitted, uploaded, transmitted, connected, or otherwise made available on the Platform by or on behalf of Client or an Authorized User, including through Client-authorized integrations or connected systems.

“Credits” means units used to measure or obtain consumption of certain specified Platform functionality, as further described in Section 7 and the applicable Order Form.

“Documentation” means Provider’s standard written user, technical, or support materials for the Platform that Provider makes available to Client for the purpose of supporting Client’s use of the Platform.

“Order Form” means an ordering document executed by Provider and Client incorporating these Terms of Service and identifying the applicable subscription scope, term, entitlements, and fees.

“Output” means any content, results, actions, or outcomes generated, produced, initiated, or executed by or through the Platform in response to an Authorized User's input, instructions, or configuration, including without limitation: (a) text, code, images, files, or other content generated by the Platform; (b) actions taken by the Platform on behalf of the Authorized User, including interactions with any Third-Party Model Provider applications, systems, or APIs; (c) any data retrieved, modified, transmitted, or deleted as a result of such actions (but subject to the limitations set forth herein with respect to use of Provider Data); and (d) any downstream effects resulting from the Platform’s autonomous or semi-autonomous execution of tasks.

“Platform” means Provider’s integrated software-as-a-service intelligence platform made available to Client under an Order Form, including its data, research, search, analytical, artificial-intelligence, machine-learning, agentic, integration, workflow, and related functionality, together with updates and enhancements made generally available by Provider during the applicable Order Form term.

“Professional Services” means any implementation, configuration, advisory, development, training, or other professional services expressly identified in an Order Form or other statement of work entered into by Provider and Client and incorporating these Terms of Service.

“Provider Data” means the proprietary data, information, content, and other materials owned or licensed by Provider and made available to Client through the Platform.

“Provider Technology” means the Platform, Documentation, Provider Data, and Provider’s software, systems, models, methodologies, tools, processes, know-how, and other technology supplied or made available by Provider, together with modifications, improvements, and derivative works thereof.

“Services” means the Platform subscription, Professional Services, and any other services expressly identified in an Order Form.

“Third-Party Model Provider” means any third-party that provides an artificial-intelligence or machine-learning model used by or made available through the Platform.

“Usage Data” means technical, operational, telemetry, metering, consumption, and usage information reflecting Client’s or its Authorized Users’ access to or use of the Platform.

Subject to these Terms of Service and the applicable Order Form, Provider grants Client during the applicable Order Form term a limited, non-exclusive, non-transferable, and non-sublicensable right for its Authorized Users to access and use the Platform, Documentation, and Provider Data solely for Client’s legitimate internal business purposes and within the subscription scope and entitlements specified in the applicable Order Form.

The parties may enter into one or more Order Forms under these Terms of Service. Each Order Form incorporates these Terms of Service. If an Order Form conflicts with these Terms of Service, the Order Form will control solely with respect to the subject matter expressly addressed in that Order Form.

Provider may modify, update, or enhance the Platform from time to time. Provider will not materially diminish the overall functionality of the Platform purchased by Client during an applicable Order Form term, except to the extent reasonably necessary to address legal, regulatory, security, third-party dependency, or technical requirements.

If an Order Form includes Professional Services, Provider will perform such Professional Services in accordance with the applicable Order Form. Professional Services may be performed by Provider personnel and/or independent contractors engaged by Provider. Provider will remain responsible for the performance of such personnel and/or independent contractors to the same extent as if performed by Provider.

Provider will perform in accordance with the service levels, uptime commitments, and associated remedies, if any, specified in the applicable Order Form or an SLA exhibit incorporated therein. Except as expressly set forth in such an Order Form or SLA exhibit, Provider does not warrant any specific level of Platform availability.

Client is responsible for its Authorized Users’ compliance with these Terms of Service and for all activities occurring through Client’s accounts, except to the extent caused by Provider’s breach of these Terms of Service. Client will maintain the confidentiality and security of account credentials and promptly notify Provider of known or suspected unauthorized access.

Client is solely responsible for determining that it has all rights, permissions, and consents necessary to provide Client Materials to Provider, including through Client-authorized integrations or connected systems, and to permit any processing of such Client Materials as contemplated by these Terms of Service. Client will ensure that Client Materials and Client’s use of the Platform comply with applicable law and do not infringe, misappropriate, or otherwise violate third-party rights.

Client will reasonably cooperate with Provider as necessary to enable Provider to provide the Platform and Services and is responsible for procuring and maintaining the systems, connectivity, credentials, and third-party accounts required for Client to access and use the Platform.

Client and its Authorized Users will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, translate, or otherwise attempt to discover the source code or underlying components of the Platform, except to the extent such restriction is prohibited by applicable law; (b) copy, modify, sell, resell, sublicense, lease, rent, distribute, or commercially exploit the Platform, Documentation, or Provider Data except as expressly permitted by these Terms of Service; (c) use the Platform, Provider Data, or Outputs to develop, train, or improve a product, model, database, or service that competes with Provider or the Platform; (d) use any robot, spider, scraper, harvesting tool, or other automated means to extract, retrieve, copy, or index the Platform or Provider Data except through functionality, APIs, MCP connectors, or other automated access expressly enabled by Provider; (e) make the Platform or Provider Data available to persons who are not Authorized Users except as expressly permitted under Section 5; (f) misrepresent AI-generated Output as human-generated where such representation would be misleading or unlawful; (g) use the Platform or Outputs to support critical infrastructure or safety-critical systems; or (h) use the Platform in a manner that interferes with, disrupts, or circumvents the security, integrity, or operation of the Platform. Client will review Outputs for accuracy, completeness, and fitness for Client’s intended use before relying on or distributing such Outputs.

As between the parties, Provider retains all right, title, and interest in and to Provider Data. Subject to these Terms of Service, Client may access and use any Provider Data made available through the Platform for Client’s legitimate internal business purposes.

Client may incorporate reasonable amounts of Provider Data (and any Outputs incorporating reasonable amounts of Provider Data) into Client’s analyses, models, memoranda, reports, presentations, and other work product created in the ordinary course of Client’s business activities (“Client Work Product”), but Client may not incorporate Provider Data into Client Work Product in bulk or in substantially unmodified form. As between the parties, Client owns all rights, title, and interest in and to Client Work Product. For the avoidance of doubt, any unauthorized incorporation of Provider Data in bulk or substantially unmodified form does not confer any ownership rights on Client with respect to such Provider Data, notwithstanding Client's ownership of the remainder of the Client Work Product. Subject to the limitations in Section 5.3 below, Client may use, distribute, and share Client Work Product with any third party.

Client will not use the Platform, Outputs, or Client Work Product to extract, reproduce, compile, publish, redistribute, commercialize, or create a substitute for the Platform, the Provider Data or any material portion of Provider’s proprietary or licensed database. For clarity, Client’s right to use, distribute, and share Outputs and Client Work Product does not permit Client to separately distribute Provider Data or use such Outputs or Client Work Product as a means of providing third parties with access to Provider Data that would otherwise require access to the Platform. Without limiting the foregoing, Client may not claim ownership of, or redistribute as its own, Provider Data that is copied, exported, extracted, or reproduced substantially unchanged from the Platform, including where such Provider Data appears in an Output or is otherwise incorporated into Client Work Product.

To the extent Provider enables API, MCP, agentic, or other automated access as part of the Platform, Client may use such functionality solely within the scope enabled by Provider and for Client’s internal business purposes. Client is responsible for the security, development, operation, and maintenance of any Client systems that connect to such functionality and will not use such functionality to provide Provider Data or Platform access to unauthorized persons.

Client acknowledges that artificial-intelligence and machine-learning technologies may generate hallucinations, misinformation, incorrect or misleading information, or other errors, and that Outputs may not be unique to Client. Provider does not warrant that any Provider Data or Output will be accurate, complete, or fit for Client’s intended purpose. Client is solely responsible for evaluating Provider Data and Outputs before relying on or distributing them and for any decisions, analyses, Client Work Product, or other actions based on them. Provider Data and Outputs are provided for informational purposes only, do not constitute investment, financial, legal, tax, or other professional advice, and are not a substitute for Client's own independent diligence and judgment.

As between the parties and to the extent permitted by applicable law, Client retains all right, title, and interest in and to Client Materials and owns Outputs generated for Client through the Platform and, subject to the limitations in Sections 5.2 and 5.3 above, may use, distribute, and share such Outputs with any third party. Client’s ownership of Outputs does not transfer to Client any right, title, or interest in Provider Technology, or third-party content incorporated into, reflected in, or used to generate an Output. Provider Data copied, extracted, downloaded, or reproduced substantially unchanged does not become Client-owned merely because it appears in an Output.

Client grants Provider a limited, non-exclusive, worldwide license during the applicable Order Form term to host, use, copy, store, process, transmit, display, and otherwise process Client Materials solely as necessary to provide, operate, secure, support, and maintain the Platform and Services and to perform Provider’s obligations under these Terms of Service.

Provider will not use Client Materials to train shared artificial-intelligence or machine-learning models. Provider may use Usage Data and information derived from Client Materials that has been aggregated and de-identified so that it does not identify Client, any Authorized User, or any individual, to operate, secure, analyse, support, and improve the Platform. Provider may use feedback voluntarily submitted by Client or its Authorized Users to improve Client-specific configurations or functionality, provided that such feedback will not be used to train shared models in a manner that includes Client Confidential Information or Client Materials.

Provider uses Third-Party Model Providers and other third-party services to support the Platform. Provider will maintain contractual or other commercially reasonable arrangements with such Third-Party Model Providers that protect the confidentiality of Client Materials and prohibit use of Client Materials for model training purposes, except where Client affirmatively selects or authorizes a model or service whose disclosed terms provide otherwise. Provider will identify any such exception before Client’s use of the applicable model or service.

Where the Platform is configured to take autonomous or semi-autonomous actions on Client's behalf, including interactions with third-party systems, applications, or accounts ("Agentic Actions"), Client is responsible for configuring appropriate human review, approval, and oversight controls for any Agentic Action that is consequential, irreversible, or involves the transmission of funds, execution of transactions, or communication with third parties, before such Agentic Action is taken. Provider will make available, to the extent technically feasible, functionality to configure permissions, limits, and approval workflows for Agentic Actions and to disable or pause such functionality. Provider will maintain logs of Agentic Actions taken through the Platform for the retention period specified in the Documentation or the applicable Order Form to support Client's own recordkeeping and compliance obligations. The ownership, use, and liability provisions applicable to Outputs under these Terms of Service apply equally to Agentic Actions.

Certain Platform activities consume Credits. Credits may be included with Client’s subscription, purchased in advance, provided on a promotional basis, or, if expressly enabled by Client, incurred on an additional consumption basis and billed in arrears. Different Platform workflows, agents, actions, data sources, or other consumption-based features consume different quantities of Credits. Client’s allocation of Credits, entitlements, and other engagement-specific commercial terms relating to Credits are specified in the applicable Order Form or presented through the Platform as applicable.

Provider will make applicable Credit consumption rates available to Client through the Platform, an applicable rate card, the Order Form, or other notice. Additional consumption will be charged at the applicable rate published in the Platform or Provider’s then-current rate card and will be invoiced monthly in arrears, unless otherwise provided in an Order Form or agreed by Provider. Provider may update Credit consumption rates upon thirty (30) days’ prior notice.

Included or prepaid Credits will be applied against eligible consumption before any additional consumption charges apply, unless otherwise specified in the applicable Order Form. Credits are units of consumption only, have no cash value, are not legal tender or stored value, and may not be sold, transferred, assigned, sublicensed, or redeemed for cash except as expressly permitted by Provider.

Client will not incur charges for additional consumption unless such additional consumption has been selected in the applicable Order Form, enabled by the Client through the Platform, or otherwise through written authorization accepted by Provider; provided, however, that Client understands that certain Platform features and functionality will be unavailable once Client has utilized all available Credits and has not enabled additional consumption.

To the extent made available through the Platform, Client may establish account, team, user, or other consumption limits or controls. Client is responsible for maintaining its selected settings. Provider may provide consumption notifications or alerts as a convenience, but failure to receive an alert will not relieve Client of charges validly incurred within Client’s authorized settings.

Provider’s records will be used to calculate Credit consumption and related consumption charges. Client may dispute such charges in good faith by notifying Provider within thirty (30) days after the applicable invoice and providing reasonable supporting detail. The parties will cooperate in good faith to investigate and resolve the dispute.

Client will pay the subscription, prepaid Credit, Professional Services, additional consumption charges, and other fees specified in the applicable Order Form or otherwise affirmatively authorized in accordance with these Terms of Service. Except as expressly stated in an Order Form, fees are non-cancelable and non-refundable.

Provider will invoice Client in accordance with the applicable Order Form. Unless otherwise specified in an Order Form, fixed subscription and prepaid fees will be invoiced annually in advance and additional consumption charges will be invoiced monthly in arrears. Undisputed invoices are due within thirty (30) days after receipt.

Undisputed amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid.

Fees are exclusive of applicable sales, use, value-added, withholding, and similar transaction taxes, excluding taxes based on Provider’s net income. Client is responsible for applicable taxes unless Client provides a valid exemption certificate.

Provider may increase fixed subscription fees at renewal provided that Provider gives Client at least 30 days’ prior notice of any such proposed increase.

Credits may be priced or valued for purchase or additional consumption at the applicable Credit-to-dollar rates in effect at the time of the applicable purchase or additional consumption. Provider will publish the rates for Credits at http://www.grata.com/rate-card. Provider may update such rates from time to time, and any such change will be reflected at the foregoing location.

“Confidential Information” means non-public information disclosed by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including Client Materials, non-public Provider Technology, security information, business plans, pricing, and trade secrets. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is publicly available through no breach of these Terms of Service; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is received lawfully from a third party without confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party will use Confidential Information only to perform or exercise rights under these Terms of Service and will protect it using at least reasonable care. The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisors, auditors, and regulators who have a need to know and are subject to confidentiality obligations or professional duties. If disclosure is required by law, the Receiving Party will, to the extent legally permitted, provide prompt notice and reasonable cooperation to permit the Disclosing Party to seek protective treatment. These confidentiality obligations survive for three (3) years after expiration or termination, except trade secrets remain protected while they qualify as trade secrets.

Each party will comply with applicable privacy and data-protection laws in connection with its performance under these Terms of Service. Provider will maintain reasonable administrative, technical, and physical safeguards designed to protect Client Confidential Information against unauthorized access, use, disclosure, alteration, or destruction, which are described in more detail at https://grata.com/legal/information-security-safeguards. Provider’s template data processing addendum is available at https://grata.com/legal/data-processing-addendum and, when executed by the parties, will govern Provider’s processing of personal data on Client’s behalf to the extent applicable. Upon Client’s reasonable written request and subject to appropriate confidentiality restrictions, Provider will make available its then-current independent security audit report or other reasonable security documentation customarily provided to similarly situated clients.

Provider will notify Client without undue delay, and in no event later than 48 hours after Provider becomes aware of confirmed unauthorized access to or acquisition of Client Materials or Client Confidential Information that compromises the security, confidentiality, or integrity of such information (a "Security Incident"). Provider will provide reasonably available information regarding the nature and scope of the Security Incident and the remedial actions taken or planned and will reasonably cooperate with Client's investigation and any legally required notifications.

As between the parties, Provider owns and retains all right, title, and interest in and to Provider Technology, including all intellectual property rights therein. Except for the limited rights expressly granted under these Terms of Service, no rights are granted to Client by implication, estoppel, or otherwise. Client retains all rights in Client Materials and has the rights in Outputs described in Section 6.2 and Client Work Product described in Section 5.2.

Client may provide suggestions, ideas, or other feedback regarding the Platform. Provider may use feedback that does not include Client Confidential Information or Client Materials to improve the Platform without restriction or obligation to Client. Client-specific feedback may be used as described in Section 6.4.

Neither party may use the other party’s name, logo, or trademarks in publicity or marketing materials without prior written consent.

Provider warrants that it will perform Professional Services in a professional and workmanlike manner. Client’s exclusive remedy for breach of that warranty is re-performance of the affected Professional Services or, if Provider cannot reasonably re-perform them, refund of fees paid for the affected Professional Services.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, PROVIDER DATA, OUTPUTS, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. PROVIDER DOES NOT WARRANT THAT PROVIDER DATA OR OUTPUTS ARE COMPLETE, CURRENT, OR ERROR-FREE OR THAT THEY WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.

Provider will defend and indemnify Client against third-party claims alleging that Client’s authorized use of the Platform or Provider Data infringes or misappropriates a U.S. patent, copyright, trademark, or trade secret, subject to customary exclusions. Provider will additionally defend and indemnify Client against third-party claims alleging that Provider's collection, licensing, aggregation, or provision of Provider Data through the Platform violates applicable privacy or data-protection law, subject to the same conditions and exclusions set forth in this Section 13. Client will defend and indemnify Provider against third-party claims arising from Client Materials, Client’s unlawful use of the Platform, or Client’s breach of the use restrictions.

Indemnification will be conditioned on prompt notice of the claim (except to the extent delay materially prejudices the indemnifying party), reasonable cooperation at the indemnifying party’s expense, and the indemnifying party’s control of the defence and settlement. The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATING TO THE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER FORM AND/OR THESE TERMS OF SERVICE WILL NOT EXCEED THE FEES PAID AND PAYABLE TO PROVIDER UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations in Sections 14.1 and 14.2 will not apply to a party’s fraud or wilful misconduct, a party's indemnification obligations under Section 13, or the Receiving Party's breach of Section 9 (Confidentiality); provided, however, that, except with respect to a party's fraud or wilful misconduct, each party's aggregate liability arising from breach of Section 9 (Confidentiality) will not exceed three (3) times the fees paid and payable to Provider under the applicable Order Form(s) during the twelve (12) months preceding the event giving rise to liability.

Each Order Form will have the initial term specified therein. Unless otherwise specified in the Order Form, the Order Form will automatically renew for successive one-year renewal terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Provider may suspend Client’s access to the Platform if: (a) Client’s undisputed fees are materially overdue after notice and a reasonable opportunity to cure; (b) Provider reasonably believes Client’s use creates a material security risk or materially violates Sections 4 or 5; or (c) suspension is reasonably necessary to comply with law or a binding governmental order. Where practicable, Provider will provide prior notice and will limit the suspension to the scope and duration reasonably necessary to address the issue.

Either party may terminate an Order Form if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice. Either party may terminate immediately upon the other party’s insolvency, bankruptcy, dissolution, or cessation of business, subject to applicable law.

Provider may terminate an Order Form if Provider permanently discontinues the Platform or loses rights necessary to provide a material component of the Platform, in which case Provider will refund prepaid fees allocable to the terminated portion of the remaining term.

Upon expiration or termination of all Order Forms: (a) Client’s right to access and use the Platform will cease; (b) Client will pay all accrued and undisputed amounts due; and (c) each party will return or destroy the other party’s Confidential Information as required by Section 9, subject to ordinary backup, archival, legal, and regulatory retention requirements. Client may continue to use and distribute Outputs and Client Work Product created before expiration or termination, subject to the continuing restrictions in Sections 5, 6, and 11 applicable to Provider Data and Provider Technology incorporated therein. Client may retain Provider Data lawfully incorporated into Client Work Product or Outputs before expiration or termination, but may not retain bulk exports, replicated datasets, or other standalone collections of Provider Data unless expressly authorized in an Order Form.

During the term of any Order Form and for one (1) year thereafter, Provider will maintain commercial general liability insurance, technology errors and omissions and cyber liability insurance covering data breaches and network security failures, and other applicable and customary insurance coverages, with commercially reasonable limits. Upon Client's written request, Provider will provide a certificate of insurance evidencing the foregoing coverage.

To the extent Schedule 2 of the Australian Competition and Consumer Act 2010 (Cth) (“ACL”) applies to the Client, the Platform comes with consumer guarantees that cannot be excluded under the ACL. In the event of a major failure with the Platform, the Client may be entitled to cancel the applicable Order Form and receive a refund for the unused portion of the Order Form, or to compensation for the reduced value of the Platform, together with compensation for any other reasonably foreseeable loss or damage. If a failure does not amount to a major failure, the Client may be entitled to have the failure rectified within a reasonable time and, if the failure is not rectified, to cancel the applicable Order Form and receive a refund for the unused portion of the Order Form.

Nothing in these Terms of Service limits, excludes, or modifies any rights or remedies available to the Client under the ACL to the extent that doing so would be unlawful. To the extent permitted by law, where Provider is liable for a breach of a consumer guarantee under the ACL in respect of the Platform, Provider’s liability is limited to, at Provider’s option: (a) supplying the Platform again; or (b) paying the cost of having the Platform supplied again.

The parties are independent contractors. Nothing in an Order Form or these Terms of Service creates a partnership, joint venture, fiduciary, employment, or agency relationship.

Client may not assign an Order Form without Provider’s prior written consent, which Provider will not unreasonably withhold, condition or delay. Provider may assign these Terms of Service in connection with a merger, reorganization, sale, or disposition of the business relating to the Platform.

Provider may use third-party service providers and subcontractors to perform its obligations under these Terms of Service, provided that Provider remains responsible for their performance to the same extent as if performed by Provider, subject to the limitations of these Terms of Service.

Notices under an Order Form or these Terms of Service will be in writing and delivered to the addresses or email contacts set forth in the applicable Order Form or otherwise designated in writing. Notices are effective upon confirmed receipt.

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, excluding Client’s payment obligations, provided the affected party uses commercially reasonable efforts to mitigate the impact.

Each party will comply with applicable export-control and economic-sanctions laws in connection with its performance under these Terms of Service.

Each party agrees that disputes arising out of or relating to these Terms of Service will be brought only on an individual, non-class, non-collective, and non-representative basis.

These Terms of Service and any Order Form(s) will be governed by and construed in accordance with the laws of New South Wales and the parties shall submit to the non-exclusive jurisdiction of the courts located in New South Wales.

All Order Forms and these Terms of Service constitute the entire agreement between the parties concerning their subject matter and supersede prior or contemporaneous proposals, representations, and agreements concerning that subject matter. Any conflicting or additional terms in a purchase order or similar Client document are void unless expressly accepted in a writing signed by both parties. No amendment to an Order Form or these Terms of Service is effective unless in writing and signed by authorized representatives of both parties.

No waiver is effective unless in writing, and no failure or delay in exercising a right operates as a waiver. If any provision is held to be unenforceable, the remaining provisions remain in effect, and the invalid provision will be enforced to the maximum extent permitted by law.

Provisions that by their nature should survive expiration or termination will survive, including provisions concerning accrued payment obligations, confidentiality, ownership, use restrictions applicable to retained materials, indemnification, limitations of liability, and general terms.

Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.