TERMS OF SERVICE

Last Updated: July 11, 2024

1. INTRODUCTION

These Terms of Service ("Terms") constitute a legally binding agreement between Blue Tensor Pty Ltd (ACN 676 417 404), trading as MateGPT ("Company," "we," "us," or "our"), registered at 105 Clarendon St, Southbank VIC 3006, Australia, and you ("User," "you," or "your") regarding your use of our AI-powered chat and productivity services (the "Services").

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1. Age Requirement:

You must be at least thirteen (13) years of age to use the Services. However, the minimum age may be higher depending on the laws of your jurisdiction (for example, sixteen (16) years in certain European Union countries). If you are below the legal age of majority in your jurisdiction, you must obtain permission from your parent or legal guardian to use the Services.

2.2. Account Registration:

To access certain features of the Services, you must create an account. You agree to:

• (a) Provide accurate, current, and complete information;
• (b) Maintain and promptly update your account information;
• (c) Maintain the security of your account credentials;
• (d) Accept responsibility for all activities that occur under your account; and
• (e) Notify us immediately of any unauthorized use of your account.

2.3. Account Restrictions:

You may not:

• (a) Create multiple accounts for abusive purposes;
• (b) Share your account credentials with any third party;
• (c) Transfer your account to another person without our prior written consent; or
• (d) Use the Services if you have previously been banned.

3. SUBSCRIPTION AND PAYMENT TERMS

3.1. Service Tiers:

We offer three service tiers: Free, Plus, and Pro, each with different features and usage quotas as described on our website.

3.2. Subscription Terms:

• (a) All paid subscriptions automatically renew at the end of each billing cycle unless cancelled;
• (b) By subscribing, you expressly authorize us to charge your payment method for subsequent billing cycles;
• (c) Subscription fees are non-refundable except where required by applicable law;
• (d) For European Union consumers: You must explicitly waive your 14-day right of withdrawal to begin immediate service delivery. We will obtain your consent through a clear affirmative action, such as a checkbox, during the subscription process.

3.3. Subscription Changes:

• (a) Upgrades: Take effect immediately. The initial payment includes:
  • The new plan's full rate
  • Pro-rated difference for the remainder of the current billing cycle
• (b) Downgrades:
  • Take effect at the end of the current billing cycle
  • Unused portion converts to service credits
  • No cash refunds are provided

3.4. Taxes:

• (a) We will collect and remit applicable taxes (VAT, GST, or similar) as required by law;
• (b) You are responsible for any taxes not collected by us.

4. SERVICE USAGE AND LIMITATIONS

4. SERVICE USAGE AND LIMITATIONS

4.1. Acceptable Use:

You agree not to:

• (a) Violate any applicable laws or regulations;
• (b) Infringe upon intellectual property rights;
• (c) Transmit harmful or malicious code;
• (d) Attempt to gain unauthorized access;
• (e) Interfere with the proper functioning of the Services;
• (f) Use the Services for any illegal or unauthorized purpose;
• (g) Use programmatic means to access our API;
• (h) Use automated scripts to interact with our user interface;
• (i) Access the Services from unauthorized countries or regions;
• (j) Register multiple accounts to utilize free quotas;
• (k) Share your account credentials with any third party;
• (l) Upload files to our website for use as a download server.

4.2. Service Modifications:

We reserve the right to:

• (a) Modify or discontinue any feature of the Services;
• (b) Change subscription terms with reasonable notice;
• (c) Impose or modify usage limits;
• (d) Suspend or terminate access for violations of these Terms.

4.3. Security Measures and Consequences:

If we detect any of the prohibited activities listed in Section 4.1, we reserve the right to take appropriate security measures, including but not limited to:

• (a) Terminating your account;
• (b) Cancelling your subscription;
• (c) Restricting your access to certain features or the entire Services;
• (d) Implementing additional security protocols to protect the integrity of our Services.

Any loss or consequences arising from such actions, including but not limited to loss of data, access, or service interruptions, shall be the sole responsibility of the User.

5. DATA PROCESSING AND PRIVACY

5.1. Data Collection and Use:

• (a) We collect and process data as described in our Privacy Policy;
• (b) By using the Services, you consent to our data collection and processing practices;
• (c) You retain ownership of your User Content (as defined below).

5.2. User Content:

• (a) "User Content" means any content you upload, transmit, or create through the Services;
• (b) You grant us a worldwide, non-exclusive, royalty-free license to host, store, and process User Content solely for providing the Services;
• (c) Unless you explicitly authorize us, we do not use User Content for AI model training. If the Company intends to use User Content for AI training purposes, we will notify you in advance and obtain your explicit consent;
• (d) We maintain appropriate security measures to protect User Content.

5.3. Data Export and Deletion:

• (a) You may export your data within fifteen (15) business days of request;
• (b) Upon account termination:
  • Chat data will be deleted immediately;
  • Uploaded attachments will be deleted within thirty (30) days;
  • Backup copies may be retained as required by law. We ensure that all data processing activities comply with applicable data protection regulations.

6. INTELLECTUAL PROPERTY

6.1. Ownership:

• (a) The Services, including all software, designs, and content (excluding User Content), are owned by the Company;
• (b) You retain ownership of User Content;
• (c) Our trademarks and brand features are protected by law.

6.2. License Grant:

• (a) We grant you a limited, non-exclusive, non-transferable license to use the Services;
• (b) You may not:
  • Reverse engineer the Services
  • Copy or create derivative works
  • Remove proprietary notices
  • Resell or sublicense the Services

7. DISCLAIMER AND LIMITATIONS OF LIABILITY

7.1. Service Disclaimer:

• (a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE";
• (b) WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
• (c) AI-generated content may contain inaccuracies or errors;
• (d) Users are solely responsible for decisions made based on the Services.

7.2. Limitation of Liability:

• (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:
  • INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
  • LOST PROFITS OR DATA
  • BUSINESS INTERRUPTION
• (b) OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. TERMINATION AND SUSPENSION

8.1. Termination by User:

• (a) You may terminate your account at any time;
• (b) No refunds for current billing cycle;
• (c) Access continues until the end of paid period.

8.2. Termination by Company:

• (a) We may terminate or suspend your account for:
  • Violation of these Terms
  • Fraudulent or illegal activities
  • Non-payment
• (b) We may terminate the Services with reasonable notice.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. Governing Law:

• (a) These Terms are governed by the laws of Victoria, Australia;
• (b) The United Nations Convention on Contracts for the International Sale of Goods does not apply;
• (c) If you are located outside of Australia, these Terms will be interpreted and enforced in accordance with the laws of your jurisdiction, ensuring compliance with local legal requirements.

9.2. Dispute Resolution:

• (a) Parties shall attempt to resolve disputes informally;
• (b) Any legal proceedings shall be brought exclusively in the courts of Victoria, Australia;
• (c) You waive any objection to venue and jurisdiction in Victoria, Australia.

10. GENERAL PROVISIONS

10.1. Entire Agreement:

These Terms constitute the entire agreement between you and the Company regarding the Services.

10.2. Severability:

If any provision is found unenforceable, the remaining provisions remain in effect.

10.3. No Waiver:

Failure to enforce any right or provision does not constitute a waiver.

10.4. Indemnification:

You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• (a) Your use of and access to the Services;
• (b) Your violation of these Terms;
• (b) Your violation of any third-party rights, including without limitation any intellectual property, privacy, or other rights.

10.5. Assignment:

• (a) We may assign these Terms without restriction;
• (b) You may not assign your rights without our written consent.

10.6. Contact Information:

For questions about these Terms, please contact us at:

• Email: [email protected]
• Address: Blue Tensor Pty Ltd, 105 Clarendon St, Southbank VIC 3006, Australia

10.7. Changes to Terms:

• (a) We may modify these Terms at any time;
• (b) Continued use after changes constitutes acceptance;
• (c) Material changes will be notified in advance through appropriate means, such as email or a prominent notice on our website, to ensure that you are aware of the modifications.

10.8. Force Majeure:

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, government actions, network failures, or other similar events. If a force majeure event occurs, the affected party shall promptly notify the other party and use reasonable efforts to resume performance as soon as possible. If the force majeure event continues for an extended period, either party may terminate these Terms upon written notice.

10.9. Survival:

Sections 6 (Intellectual Property), 7 (Disclaimer and Limitation of Liability), 9 (Governing Law and Dispute Resolution), 10.4 (Indemnification), 10.8 (Force Majeure), and any other provisions that should reasonably survive, shall survive termination.