MOBILE APP TERMS AND CONDITIONS

ABOUT US

We are I LIKE BASIC PTY LTD ABN 54 686 187 566, and in these terms we refer to ourselves (I Like Basic, we, our or us) as we provide our mobile application known as Poppable as described on our Website (Poppable).

And you, are you!

WHAT ARE THESE TERMS ABOUT?

These terms and conditions (Terms) govern your access to Poppable and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://www.poppable.ai/ (Website) or on Poppable itself.

WHAT IF I SUBSCRIBE TO POPPABLE?

Please read these terms and conditions carefully before agreeing to proceed with your Subscription. Your Subscription is for the tiered package as selected by you and agreed between us by means of Poppable (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify Apple or Google via your App Store Account or Google Play Account (as applicable) that you want to cancel your Subscription in accordance with clause 18.

WHAT ELSE SHOULD I KNOW?

If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple's Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Service.

We also strongly recommend that you read our disclaimers below before using or downloading Poppable.

1. READING AND ACCEPTING THESE TERMS

1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
2. By clicking the "Continue" button on Poppable, paying for your Subscription or otherwise continuing to accept the benefit of any part of your Subscription, you agree to be bound by these Terms and our Privacy Policy (linked below), which form a binding contractual agreement between you the person entering into these Terms or the company you represent and are entering into these Terms on behalf of (you or your) and us.
3. We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ELIGIBILITY

1. By accepting these Terms, you represent and warrant that:
   1. you have the legal capacity and authority to enter into a binding contract with us; and
   2. you are authorised to use the payment you provided when purchasing a Subscription (if applicable).
2. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. DISCLAIMERS

3.1 No guarantee of accuracy

1. Poppable utilises advanced algorithms and large language models to provide the Generated Materials. While we strive to ensure the highest level of accuracy, errors may occur due to the inherent limitations of artificial intelligence. Therefore, we do not warrant or guarantee the accuracy, completeness, or reliability of the Generated Materials. You acknowledge and agree that any reliance on Generated Materials is at your own risk.
2. You are strongly encouraged to review and verify the accuracy of Generated Materials independently. I Like Basic shall not be held liable for any errors, refunds, omissions, or damages arising from the use of the Solution or reliance on Generated Materials, including but not limited to financial losses, loss of business opportunities, or reputational damage.
3. By using our Solution, you acknowledge that errors may occur and accept the risk associated with potential inaccuracies. You agree to hold I Like Basic harmless and indemnify I Like Basic from any claims, liabilities, losses, or expenses arising out of or related to the use of the Poppable or reliance on provided content.
4. You acknowledge and agree that due to the inherent functions of generative AI, the Generated Material may include or resemble third-party content, and we do not guarantee that Generated Material will be original or non-infringing. You are solely responsible for ensuring that your use of any Generated Material does not infringe third-party rights or applicable Laws.

3.2 No guarantee of outcome

1. You acknowledge and agree that the generative functionality of Poppable is powered by artificial intelligence, and as such, the output it produces (such as Generated Material) may vary and may not always meet your expectations, intended use, or desired outcomes. Due to the dynamic nature of artificial intelligence, we make no guarantees as to the accuracy, suitability, completeness, or relevance of any Generated Material. To the maximum extent permitted by law, you are not entitled to any refund or compensation solely on the basis that you are dissatisfied with the Generated Material.

3.3 Not professional advice or for professional use

1. Noting the above, while Poppable has been designed with every effort to help you test and design new mobile app ideas and concepts, you acknowledge and agree that:
   1. (not medical or professional advice) any information provided to you as part of or in connection with Poppable is general in nature, may not be suitable for your circumstances and does not constitute medical, financial, legal or any other kind of professional advice;
   2. (not intended for medical, legal or financial purposes) Poppable is a strictly tool to help test and design new mobile app ideas and concepts. Poppable is not intended to be used to diagnose, treat, cure or prevent any medical condition, nor should it be used to provide any professional advice such as legal or financial advice. For example, we do not allow nor intend for Poppable to create AI Chatbots for the use of legal or medical services; and
   3. (compliance with Laws) it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations laws and privacy laws.

4. DURATION OF YOUR SUBSCRIPTION

1. Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 18.
2. Subject to clause 4(d), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period unless cancelled by you (Renewal Period).
3. This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if you cancel your Subscription through your applicable app store account at least 24 hours prior to the Renewal Date. If a valid cancellation is received, your subscription will terminate at the end of the current Subscription Period.
4. At least 7 days prior to the expiry of the Renewal Date, you will be notified of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).
5. All payments are processed through Apple App Store or Google Play and are subject to their respective terms.

5. THE SOLUTION

5.1 Scope of your access to Poppable and the Solution

1. We will provide you, to the extent described in your Subscription Tier, Poppable and the Documentation (Solution).
2. Your Subscription includes the benefits and limitations of your Subscription Tier as set out on Poppable, our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
3. While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use Poppable and Documentation, subject to our Fair Use Policy.
4. We may from time to time, in our absolute discretion, release enhancements to Poppable, meaning an upgraded, improved, modified or new versions of Poppable (Enhancements). Any Enhancements to Poppable will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
5. We may change any features of the Solution at any time on notice to you.

5.2 Accounts

1. (Accounts) To use the Solution, you may be required to sign-up, register and receive an account through Poppable (an Account).
2. (Provide Information) As part of the Account registration process and as part of your continued use of Poppable, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
3. You may register for an Account using your Apple or Google Account or any other social media network account noted on the Platform (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account.
4. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
5. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within Poppable and provide you with an Account.

5.3 Support Services

We will provide general support where reasonably necessary to resolve technical issues with Poppable (Support Services). Unless otherwise agreed in writing:

6. we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with Poppable internally and we will not assist with issues that are beyond our reasonable control);
7. we will use our best endeavours to respond to requests for Support Services and you acknowledge that we will not be available 24/7 or respond within a particular time frame;
8. you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your End-Users to access your Generated Material and use Poppable;
9. we do not provide IT managed services (including infrastructure management, user-level support or administration of your internal systems), and we do not guarantee any service levels, response times, resolution times, uptime or availability in connection with Poppable or the Support Services; and
10. you will not have any claim for delay to your access to Poppable due to any failure or delay in Support Services.

5.4 Data Hosting

1. Subject to the inclusions of your Subscription Tier, we will store User Data you upload to Poppable using a third-party hosting service selected by us (Hosting Services), subject to the following terms:
   1. (hosting location) You acknowledge and agree that we may use third-party storage servers and infrastructure providers (including cloud-based services) to host Poppable, and potentially other locations outside Australia.
   2. (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
   3. (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
   4. (backups & disaster recovery) You are responsible for your own data back ups. In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
   5. (your responsibility for data) You are solely responsible for ensuring that:
   1. all User Data uploaded to Poppable is accurate, complete, lawful, and does not infringe any third-party rights;
   2. you maintain independent backups of your User Data outside of Poppable if required for your business continuity or legal obligations; and
   3. you do not use Poppable as your sole repository or system of record for any critical or regulated data.
   6. (no transfer of ownership) Uploading User Data to Poppable does not transfer any ownership of that data to us. We do not claim any rights in your User Data except to the extent necessary to provide the services under these Terms.

6. ACCEPTABLE USE

6.1 Your Material

1. You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.
2. You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

6.2 Your use of Poppable

1. In using Poppable, we have a few rules on the way you can use Poppable. You must comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any End-User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
2. You must not, and must not encourage or permit any End-User, Personnel or any third party to, without our prior written approval:
   1. upload sensitive information or commercial secrets using Poppable;
   2. upload or generate any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using Poppable;
   3. use Poppable for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;
   4. upload any material that is owned or copyrighted by a third party;
   5. make copies of the Documentation or Poppable;
   6. adapt, modify or tamper in any way with Poppable;
   7. remove or alter any copyright, trade mark or other notice on or forming part of Poppable or Documentation;
   8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or Poppable;
   9. use Poppable in a way which infringes the Intellectual Property Rights of any third party;
   10. create derivative works from or translate Poppable or Documentation;
   11. integrate Poppable with third party data or software, or make additions or changes to Poppable, (including by incorporating APIs into Poppable) other than integrating in accordance with any Documentation or instructions provided by us in writing;
   12. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other End-User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with Poppable;
   13. sell, loan, transfer, sub-licence, hire or otherwise dispose of Poppable or Documentation to any third party, other than granting a End-User access as permitted under these Terms;
   14. decompile or reverse engineer Poppable or any part of it, or otherwise attempt to derive its source code;
   15. share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution's security;
   16. use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); or
   17. attempt to circumvent any technological protection mechanism or other security feature of Poppable.
3. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website or Poppable.
4. You acknowledge and agree:
   1. to comply with each of your obligations in these Terms;
   2. to sign up for an Account in order to use the Solution;
   3. that information given to you through Poppable, by us or another End-User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
   4. that we may cancel your Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.2; and
   5. that the Generated Material is your responsibility and that you are solely responsible for creating, maintaining, and enforcing your own terms of service, privacy policies, and any other relevant terms between yourself and your End-Users.

6.3 Compliance with laws

1. You warrant that you will not, by using, receiving or requesting the Solution:
   1. breach any applicable laws, rules or regulations (including any applicable privacy laws); or
   2. infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

6.4 Reporting abuse or security concerns

1. You must report any abuse or security concerns related to Poppable as soon as you become aware of them. Reports should be submitted through the designated in-app reporting tool or emailed to support@ilikebasic.com.
2. Upon receiving a report, we will investigate the matter promptly and take appropriate action as required. You may be required to provide further information or assist in the investigation. Information provided in reports will be handled confidentially, subject to our Privacy Policy and applicable laws. You must comply with all applicable laws when reporting abuse or security concerns.
3. False or misleading reports may result in suspension or termination of your access to Poppable.

7. USER DATA ROLES AND RESPONSIBILITIES

7.1 Our obligations

1. We will establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of User Data. You must not, and ensure that your personnel do not, undertake any action that may have the potential to compromise our ability to comply with this clause.
2. We will notify and keep you notified of our current safety and security procedures and safeguards that are made from time to time.

7.2 Your privacy obligations

1. You must comply with all applicable Laws relating to personal privacy and data protection in connection with the use of Poppable.
2. You are responsible for ensuring that the End-Users' personal information is collected, used, processed, and stored in a lawful and secure manner.
3. You must maintain and keep updated a written privacy policy that complies with the Privacy Act 1988 (Cth) and other relevant privacy legislation, including but not limited to the General Data Protection Regulation (EU) 2016/679 (the "GDPR") and the UK Data Protection Act 2018.
4. If a privacy policy is applicable, the privacy policy must be easily accessible to your End-Users and clearly detail how personal information is collected, handled and disclosed.

7.3 Data Breach

1. While every precaution within I Like Basic's control will be taken to ensure security of the User Data, I Like Basic cannot guarantee that User Data security issues will not arise.
2. You or I Like Basic (as the case may be) will immediately notify the other party after learning of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or Personal Information or other compromise of the security, confidentiality, or integrity of Confidential Information or Personal Information (collectively, Security Breaches).
3. I Like Basic will promptly investigate each potential, actual or suspected Security Breach and assist you and its personnel in connection with any investigation that you may desire to conduct with respect to the Security Breach.
4. I Like Basic will take all steps requested by you to limit, stop or otherwise remedy any potential, actual or suspected Security Breach. You must take all steps necessary to ensure that data integrity is maintained if the IT System crashes, suffers a power surge or is otherwise compromised, including by immediately notifying I Like Basic and following any directions given by I Like Basic.
5. You will be solely responsible for any obligations in relation to any Notifiable Data Breaches and the Office of the Australian Information Commission.

8. PROVIDING YOUR OWN CONTENT ON POPPABLE

8.1 Warranties around uploaded material

1. By creating, uploading or posting any information, Material or other content in connection with Poppable (Uploaded Material), you represent and warrant that, and must ensure that all End-Users, where applicable, make equivalent representations and warranties:
   1. you are authorised to provide the Uploaded Material (including by being authorised to provide any services that you represent you provide);
   2. the Uploaded Material is accurate and true at the time it is provided;
   3. any Uploaded Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
   4. the Uploaded Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
   5. the Uploaded Material is free from any material that may harm our reputation or that of associated or interested parties;
   6. the Uploaded Material is not "passing off" of any product or service and does not constitute unfair competition;
   7. the Uploaded Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
   8. the Uploaded Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
   9. the Uploaded Material does not breach or infringe any applicable Laws.

8.2 Licence

1. You grant to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Uploaded Material in order for us to use, exploit or otherwise enjoy the benefit of such Uploaded Material and continue providing the Solution.
2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Uploaded Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights.
3. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third-party claim that Uploaded Material infringes any third party's Intellectual Property Rights.

8.3 Removal

1. Poppable acts as a passive conduit for the online distribution of Uploaded Material and has no obligation to screen Uploaded Material. However, we may, in our absolute discretion, review and remove any Uploaded Material from the Solution at any time without giving any explanation or justification for removing the Uploaded Material, including but not limited to, if we determine that the Uploaded Material involves any illicit material, infringes a third party's Intellectual Property Rights, or is reasonably likely to.
2. You agree that you are responsible for keeping and maintaining records of Uploaded Material.

8.4 Infringing content on Poppable

1. If you become aware of Uploaded Material, or other Material, on Poppable that does not comply with this clause 8.1, or is reasonably likely to, please contact us immediately on the 'Contact Us' section of our Website or through the Contact Us feature on Poppable.
2. If you submit a complaint under clause 8.4(a):
   1. you warrant that the substance of the complaint is accurate, true and involves relevant infringement;
   2. you acknowledge and agree that groundless threats of legal proceedings, including in relation to copyright infringement, may be prohibited under applicable law (for example, Australia's Copyright Act 1968, or equivalent laws wherever you are located); and
   3. you agree to indemnify us in relation to any loss or damage that may arise in relation to your complaint, including in relation to any third-party claim that the complaint contains a groundless threat.

9. GENERATING YOUR OWN CONTENT ON POPPABLE

9.1 Warranties around Generated Material

1. By generating, prompting, or otherwise obtaining any Material through Poppable's functionality (Generated Material), you represent and warrant that:
   1. you will not prompt or attempt to generate any content that is unlawful, misleading, deceptive, defamatory, discriminatory, offensive, explicit, or otherwise inappropriate;
   2. you will not use the generative AI functionality to generate, disseminate, or rely upon content that constitutes medical, legal, financial, or tax advice, or that is intended to serve as professional advice of any kind;
   3. you will not use Generated Material to impersonate others, or to create deceptive, fraudulent, or misleading representations of products, services, individuals, or organisations;
   4. you understand and acknowledge that the Generated Material is created by an artificial intelligence system based on user prompts and may be inaccurate, outdated, or misleading, and you are solely responsible for reviewing, verifying, and relying upon any such Generated Material;
   5. you will not use, publish, or rely on any Generated Material that infringes any third party's Intellectual Property Rights, including copyright, trademarks, moral rights, confidential information, or any other proprietary rights;
   6. you will not use the generative AI functionality in any way that may compromise the integrity, security, or availability of the Solution, or use prompts that could reasonably be expected to do so; and
   7. the Generated Material and your use of it will not breach any applicable Laws or regulations.

9.2 Licence to Generated Material

1. You grant to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Generated Material in order for us to continue providing the Solution to you.
2. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third-party claim that Generated Material infringes any third party's Intellectual Property Rights or otherwise breaches any applicable Law.

9.3 Review and Removal

1. We do not proactively monitor Generated Material but we reserve the right, in our sole discretion, to review and remove or restrict access to any Generated Material at any time, including if we determine (or reasonably suspect) that it:
   1. breaches these terms,
   2. infringes third party Intellectual Property Rights, or
   3. is unlawful, misleading, harmful, or otherwise inappropriate.
2. You agree that you are solely responsible for any decisions made, actions taken, or reliance placed on the Generated Material, and for keeping appropriate backups or records of any such Material as required.

10. FEE AND PAYMENT

10.1 Free subscription tier

1. We offer a basic and free Subscription Tier (Free Subscription Tier). No payments will be due during the Subscription Period for a Free Subscription Tier.

10.2 Premium subscription tier

1. If you have selected a Premium Subscription Tier, you must pay subscription fees to us in the amounts specified on Poppable for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).
2. All applicable Subscription Fees must be paid in advance and are non-refundable for change of mind.
3. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter (Billing Cycle).

10.3 Subscription credits

1. Subject to your Subscription Tier, you will receive a monthly allocation of credits, which can be used to access the generative functionality of Poppable, including the creation, editing, or modification of Generated Materials (Credits).
2. Credits are allocated at the beginning of each Billing Cycle and will automatically roll over from one Billing Cycle to the next, provided your Subscription remains active and the Subscription Tier remains the same tier. There is no maximum limit on the number of Credits that may accumulate, unless otherwise specified on Poppable or agreed in writing.
3. If you downgrade from a Premium Subscription Tier to the Free Subscription Tier, any unused Credits from your Premium Subscription Tier will be suspended and become inaccessible at the end of the relevant Billing Cycle. You will not be entitled to any refund or compensation in respect of unused Credits.
4. If you subsequently upgrade back to the Premium Subscription Tier, any unused Credits that were suspended under clause 10.3(c) will be restored to your account, provided that the upgrade occurs within 6 months of the downgrade.
5. Credits are personal to your account and cannot be transferred, assigned, resold or exchanged for cash or any other value.
6. If you exhaust your allocated Credits during a Billing Cycle, you may purchase additional Credits through the functionality available in Poppable only if you have selected a Premium Subscription Tier. Any additional Credits purchased will be charged at the rates specified in Poppable or on Poppable at the time of purchase and will be immediately available for use upon successful payment.

10.4 Automatic recurring billing

Subject to clauses 10.5 and 10.6:

7. Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 10.
8. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
9. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

10.5 Grace period

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 5 Business Days from the date of that renewal to cancel your Subscription by contacting the Apple App Store or Google Play (as the case may be) (Grace Period). If you cancel your Subscription within the Grace Period, please contact the Apple App Store or Google Play (as the case may be) to request a refund for any recurring fees charged to you during the Grace Period, less any used Credits.

10.6 Changes to Subscription Fees

1. We may, from time to time, change our Subscription Fees and provide you with 10 Business Days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 10.5 will apply.

10.7 Late payments

1. We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 10.

10.8 GST

1. Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

10.9 Card surcharges

1. We reserve the right to charge credit card and/or platform surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express), or through an Online Payment Partner.

10.10 Online Payment Partner

1. We may use third-party online payment partner, currently Apple Pay and Google Pay (Online Payment Partner) to collect Subscription Fees.
2. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge agree that:
   4. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found:
      1. here for Apple Pay; and
      2. here for Google Pay.
   5. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner's platform or any error or mistake in processing your payment; and
   6. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
3. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 18 will apply.

11. INTELLECTUAL PROPERTY AND DATA

11.1 No transfer of ownership

1. Neither party will, under this agreement, acquire Intellectual Property Rights in the User Data or I Like Basic's Materials, specifically I Like Basic's source code (as applicable) and each party will retain its ownership of any Intellectual Property Rights in such Materials.

11.2 I Like Basic Materials and Developed Materials

1. I Like Basic grants you a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use the I Like Basic's Materials and Developed Materials, not constituting Generated Materials, to the extent required for you to use, enjoy the benefit of or exploit the Solution as contemplated by these terms.

11.3 User data and generated materials

1. Intellectual Property Rights in Generated Materials are immediately assigned to and vest in you as those rights are created.
2. However, you grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the User Data and Generated Materials to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.
3. We reserve the right to remove any User Data or Generated Material at any time, for any reason, including where we deem User Data or Generated Material to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
4. You are responsible for ensuring that:
1. you share User Data only with intended recipients; and
2. all User Data is appropriate and not in contravention of these Terms.
5. You:
   1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
   2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

12. THIRD PARTY SOFTWARE & TERMS

12.1 Third Party Terms

1. If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms), including:
   1. Apple App Store;
   2. Google Play;
2. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
3. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Solution to you and clause 18 will apply.

12.2 Third Party Application Integrations

1. You acknowledge and agree that issues can arise when data is uploaded to software, transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between Poppable and other software programs will be free from errors, defects or delay.
2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Generated Material if you integrate it with third party software, or change or augment the Generated Material, including by making additions or changes to the Generated Material code, or by incorporating APIs into the Generated Material.
3. If you add third party software or software code to Poppable or your Generated Material, or integrate Poppable or your Generated Material with third party software (User Application Changes), then:
   1. you acknowledge and agree that User Application Changes can have adverse effects on your Generated Material;
   2. you will indemnify us in relation to any loss or damage that arises in connection with the User Application Changes;
   3. we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Application Change;
   4. we may require you to change or remove User Application Changes, at our discretion, and if we do so, you must act promptly;
   5. we may suspend your access to the Solution until you have changed or removed User Application Change; and/or
   6. we may change or remove any User Application Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Application Change.

12.3 Importing and exporting limitations on Poppable

1. You acknowledge and agree that Poppable may offer functionality that allows you to import materials (such as Uploaded Material or third-party content) into Poppable or export Generated Material or other content from Poppable to external platforms, software, or services (Third Party Systems). However, we do not guarantee that Poppable or Generated Material will be compatible with any particular file format, system, platform, or third-party software.
2. We do not warrant that any imported Material or Uploaded Material will be readable, functional, compatible, or secure once uploaded to Poppable, nor that any Generated Material or other content exported from Poppable will be usable, functional, or compatible with any Third Party System.
3. You are solely responsible for verifying the suitability, legality, and compatibility of any imported Material or exported Generated Material, and for ensuring that your use of Third Party Systems complies with applicable laws and the relevant third-party terms.
4. To the extent permitted by law, we will not be liable for any loss or damage arising out of or in connection with:
   1. the import of any material into Poppable;
   2. the export of any material (including Generated Material) from Poppable;
   3. the incompatibility, corruption, or inaccessibility of any such material; or
   4. the failure of any Third Party System to properly receive, process, or display any such material.

13. NOTICE REGARDING APPLE

1. If you are accessing Poppable from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:
   1. these Terms are between you and Poppable and not with Apple. Apple is not responsible for Poppable or any content available on Poppable;
   2. Apple has no obligation whatsoever to furnish any maintenance and support services for Poppable;
   3. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to Poppable, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Poppable's responsibility;
   4. Apple is not responsible for addressing any claims by you or any third party relating to Poppable, including, but not limited to:
      1. product liability claims;
      2. any claim that Poppable fails to conform to any applicable legal or regulatory requirement; and
      3. claims arising under consumer protection, privacy, or similar legislation;
   5. in the event of any third party claim that Poppable or your use of Poppable infringes any third party's intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
   6. that you represent and warrant that:
      1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and
      2. you are not listed on any U.S. Government list of prohibited or restricted parties;
   7. you must comply with applicable third party terms of agreement when using Poppable; and
   8. Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

14. CONFIDENTIALITY

1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.
2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

15. PRIVACY

1. We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://www.poppable.ai/privacy.html.
2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

16. LIABILITY

16.1 Warranties and limitations

1. (Warranties) We warrant that:
   1. during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
   2. to our knowledge, the use of Poppable in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
2. (Errors) We will use reasonable commercial efforts to correct any errors, bugs or defects in Poppable which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
   1. result from the interaction of Poppable with any other solution or computer hardware, software or services not approved in writing by us;
   2. result from any misuse of Poppable; or
   3. result from the use of Poppable by you other than in accordance with these Terms or the Documentation.
3. (Service Limitations) While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
   1. the Solution may have errors or defects;
   2. the Solution may not be accessible at times;
   3. messages sent through the Solution may not be delivered promptly, or delivered at all;
   4. information you receive or supply through the Solution may not be secure or confidential; or
   5. any information provided through the Solution may not be accurate or true.
4. (No Warranties for Service Levels or Managed Services) You acknowledge and agree that:
   1. Poppable is provided as a standardised subscription offering as a mobile application;
   2. we do not provide any IT managed services, custom support, or guaranteed service levels, unless expressly agreed in writing; and
   3. we make no warranties or representations regarding the availability, uptime, performance, responsiveness or error resolution timeframes of Poppable.
5. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
6. (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

16.2 Liability

1. To the maximum extent permitted by law and subject to clause 16.2(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 3 months preceding the date of the event giving rise to the relevant liability.
2. Clause 16.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of clauses 6, 7, 9, 11, 12, 14 and 15.

16.3 Consequential Loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

3. in relation to a party's liability for fraud, personal injury, death or loss or damage to tangible property; or
4. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

17. UPGRADE AND DOWNGRADES

1. You may choose to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
   1. take reasonable steps to promptly provide you with access to the new Subscription Tier; and
   2. upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.
2. If you choose to downgrade your Subscription, you will then be automatically downgraded to a Free Subscription Tier at the end of your current Billing Cycle and the terms of clauses 10.3 and 17(a) will apply, unless we notify you otherwise.
3. If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

18. CANCELLATION

18.1 Cancellation at any time

Either party may cancel or terminate your Subscription for convenience by providing 10 Business Days' notice to the other party.

18.2 Cancellation for breach

1. Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
2. A "Breach" of these Terms means:
   1. a party (Notifying Party) considers the other party (or any of its Personnel or End-Users) is in breach of these Terms and notifies the other party;
   2. the other party is given 10 Business Days to rectify the breach; and
   3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

18.3 Effect of cancellation

Upon cancellation of this agreement:

3. you will no longer have access to Poppable, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
4. unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
5. each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

19. DISPUTE RESOLUTION

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

20. FORCE MAJEURE

1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
3. Subject to compliance with clause 20(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
4. For the purposes of this agreement, a 'Force Majeure Event' means any:
   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   2. strikes or other industrial action outside of the control of us;
   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

21. NOTICES

1. A notice or other communication to a party under these Terms must be:
   1. in writing and in English; and
   2. delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
   2. when replied to by the other party,

   whichever is earlier.

22. GENERAL

22.1 Governing law and jurisdiction

1. This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

22.2 Waiver

1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

22.3 Severance

1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

22.4 Joint and several liability

1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

22.5 Assignment

1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

22.6 Entire agreement

1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

22.7 Interpretation

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (currency) a reference to $; or "dollar" is to Australian currency;
3. (gender) words indicating a gender includes the corresponding words of any other gender;
4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
5. (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
6. (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
10. (includes) the word "includes" and similar words in any form is not a word of limitation; and
11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS