Terms and Conditions

1.1 These Terms and Conditions, together with our Privacy Policy, apply to your use of our Software.

1.2 By accessing, registering for, or using the Software, you agree to these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for who you use the Software, whether as an Authorised User, Invitee or otherwise.

1.3 If you do not agree with our Terms and Conditions, you will not be able to access, register for, or use the Software.

2.1 In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:

3.1 To access our Software, you must register an account with us on our Site (the Account) by:

• providing a valid email address, your full name and your company name;
• creating a secure password; and
• providing your express consent to these Terms and Conditions and our Privacy Policy.

3.2 You may access your Account via the Site.

3.3 You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.

3.4 You are solely responsible for all activity on your account.

3.5 You warrant and represent that your access to, or use of, our Software is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

3.6 You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Software.

4.1 You determine who may be invited to use the Software (each an Invitee) and the relevant level of access that the Invitee will have as an Authorised User.

4.2 After an Invitee has subscribed to use the Software via the Site, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).

4.3 You are solely responsible for each Authorised Users use of the Software and compliance with these Terms and Conditions.

5.1 These Terms and Conditions commence on the date that you register your details via the Site (whether in connection with a trial to use the Software, as a paying user of the Software, or otherwise).

5.2 Where you register for a trial period, these Terms and Conditions will continue in force for the relevant trial period. Upon expiry of the trial period, these Terms and Conditions will automatically terminate unless you subscribe to the Software and pay the applicable Fees.

5.3 Where you pay the Fees (whether following a trial period or otherwise), these Terms and Conditions will continue in force for the period covered by such payment of Fees. All Fees must be paid in advance of each relevant subscription period.

5.4 At the end of each subscription period, and subject to your payment of the Fees, these Terms and Conditions will continue for the relevant subscription period.

5.5 These Terms and Conditions will automatically terminate if you fail to pay the applicable Fees when due. Following any such termination, you will lose access to the Software until payment is made.

5.6 Upon your payment of Fees for a new subscription period (whether following termination under clause 5.5 or otherwise), these Terms and Conditions will automatically resume and continue in force for the relevant subscription period. You will regain access to the Software from the date of such payment.

5.7 Each payment of Fees (whether initial payment, renewal payment, or payment following termination) constitutes your acceptance of the then-current version of these Terms and Conditions.

6.1 We hope you stay with us for a long time, however if you wish to cancel your access to the Software, you can do so at any time by emailing support@f7i.ai.

6.2 If you decide to cancel, your cancellation will take effect at the end of the subscription period for which you have paid the Fees (or in the case of the trial period, the end of the trial period). Refunds will not be granted unless there is a major failure of the Software.

6.3 You will continue to have access to the Software until the effective date of cancellation.

6.4 No refunds will be provided for any unused portion of your subscription period.

7.1 We may terminate these Terms and Conditions immediately by giving you written notice if:

• you breach any provision of these Terms and Conditions and fail to remedy such breach within 14 days of receiving written notice from us requiring you to do so;
• you breach any provision of these Terms and Conditions where such breach is not capable of remedy;
• you fail to pay any Fees when due;
• you become insolvent, enter into any arrangement with creditors, have a receiver or administrator appointed, or cease to carry on business;
• you engage in any conduct that brings us into disrepute or damages our reputation;
• you attempt to reverse engineer, modify, or create derivative works of the Software in breach of clause 10;
• you provide false or misleading information to us; or
• we determine, in our reasonable discretion, that continued provision of the Software to you would be impractical or commercially unviable.

8.1 Upon termination of these Terms and Conditions for any reason (by us or by you):

• your access to the Software will cease immediately;
• all Authorised User accounts will be deactivated;
• you will no longer be able to access any Customer Data stored on the Software;
• we may, at our discretion, delete Customer Data after a reasonable period following termination (90 days);
• all rights and licences granted to you under these Terms and Conditions will immediately cease;
• you must immediately cease all use of the Software and any materials provided in connection with it;
• your obligation to pay all outstanding Fees accrued up to the termination date will continue; and
• clauses relating to intellectual property, confidentiality, liability, indemnity, governing law and any other provisions which by their nature are intended to survive termination will remain in full force and effect.

8.2 If you require a copy of Customer Data stored on the Software following termination, please email support@f7i.ai and we will endeavour to send you an export within 14 days of your request.

9.1 You will pay us the Fees to access and use the Software in accordance with these Terms and Conditions.

9.2 The Fees are exclusive of taxes and, unless stated otherwise, are in US Dollars.

9.3 Fees will not be changed retrospectively, however all Fees displayed on or via the Site or Software are subject to change without notice. If you do not agree to these changes, you may terminate these Terms and Conditions in accordance with Clause 6. Any adjustments to Fees will be conducted in a commercially reasonable manner.

9.4 You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

9.5 If payment of the Fees is not received by any due date, as specified to you via the Software or on the Site. In that case, we will be entitled (without prejudice to any other right or remedy available to us under these Terms and Conditions or at law) to:

• withhold provision of the Software, or suspend your access to any or all of the Software, until we receive payment of the outstanding amount in full; and
• terminate these Terms and Conditions pursuant to clause 7.

9.6 Payment processing services for access to, and use of the, the Software, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which Stripe may modify from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.

9.7 You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.

9.8 If you initiate a chargeback by contacting your bank or credit card company to dispute or reverse any payable fees to us, we may terminate or suspend your access to, and/or use of, the Software. We reserve the right to challenge any chargeback.

10.1 You will not:

• modify the Software or merge any aspect of the Software with another programme other than as expressly provided under these Terms and Conditions (this clause does not apply to the use of integration APIs expressly authorised by us or provided by us through the Software);
• record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software;
• licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software;
• engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
• access, store, distribute or transmit:
  • viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
  • material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
  • material that facilitates illegal activity; or
  • material that abuses or causes damage or injury to any person or property;
• provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
• share any features of the Software that are not publicly available with any unauthorised third party; and
• engage in any conduct on the Software that is in breach of these Terms and Conditions (or any agreements mentioned therein).

10.2 All rights granted to you under these Terms and Conditions must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.

10.3 Any breach of this clause 10 constitutes a material breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software, and/or take further actions against you for breach of these Terms and Conditions.

10.4 Any unique customisation of the Software may incur additional Fees and be subject to separate terms and conditions.

11.1 You acknowledge that our ability to be able to provide the Software to you without delay or interruption is dependent on your full and timely cooperation. You will:

• cooperate with and assist us in the supply of the Software;
• promptly provide us with full and accurate information, data and explanations as and when required;
• comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms and Conditions;
• ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
• comply with all reasonable directions and guidelines from us as advised from time to time.

11.2 You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Software, to you. You can find a full list of third-party integrations available through the Software here.

11.3 It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.

11.4 You agree and acknowledge that you are authorised to use the Software and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, the Software or the Site, from time-to-time.

12.1 All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection with your use of the Software is owned, and will remain owned, by us or our licensors (Provider IP). Using the Software does not transfer any ownership or rights, title or interest in and to the Provider IP.

12.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the Developed IP).

12.3 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Software and/or the Provider IP.

12.4 You retain ownership rights to data and content that you provide to us, whether by uploading to the Software, connecting via any third-party applications or otherwise (Customer Data). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purposes contemplated by these Terms and Conditions. For the avoidance of doubt this includes using AI to improve our Software as described in clause 15.

12.5 If you enable any third-party applications in conjunction with the Software, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.

12.6 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from online materials. Please note that changes to printed materials may not be possible, but we will make reasonable efforts to accommodate your request in any future printed materials.

14.1 THE SOFTWARE USES AI AND MACHINE LEARNING TO GENERATE MAINTENANCE RECOMMENDATIONS, WORK ORDERS, AND OTHER RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT:

• ALL AI-GENERATED RECOMMENDATIONS, ANALYSES, AND CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR MAINTENANCE DECISIONS;
• YOU MUST CONDUCT YOUR OWN INDEPENDENT ANALYSIS AND VERIFICATION BEFORE IMPLEMENTING ANY RECOMMENDATIONS GENERATED BY THE SOFTWARE;
• WE ARE NOT LIABLE FOR ANY DAMAGE, FAILURES, COSTS, OR CONSEQUENCES ARISING FROM YOUR RELIANCE ON OR IMPLEMENTATION OF AI-GENERATED RECOMMENDATIONS, INCLUDING BUT NOT LIMITED TO EQUIPMENT FAILURES, DOWNTIME, OR SAFETY INCIDENTS;
• THE ACCURACY AND SUITABILITY OF AI-GENERATED CONTENT MAY VARY AND IS DEPENDENT ON THE QUALITY AND COMPLETENESS OF DATA INPUTS; AND
• YOU RETAIN FULL RESPONSIBILITY FOR ALL MAINTENANCE DECISIONS AND ACTIONS TAKEN IN RELATION TO YOUR EQUIPMENT AND OPERATIONS.

15.1 You understand and agree that we may use Customer Data to train and improve our Software. This includes but is not limited to:

• maintenance data,
• equipment performance metrics;
• failure patterns;
• work order histories; and
• operational data.

15.2 You may opt out of having your Customer Data used by emailing support@f7i.ai.

17.1 Notwithstanding clause 16, nothing in these Terms and Conditions is intended to exclude, restrict or modify any consumer guarantees or other rights which you may have under Australian Consumer Law (see legislation) or other applicable consumer protection laws (in Australia or otherwise) which cannot be excluded, restricted or modified by agreement.

18.1 YOU AGREE TO INDEMNIFY AND HOLD US, OUR RELATED BODIES CORPORATE AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS (COLLECTIVELY, THE INDEMNIFIED) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, PROCEEDINGS, LIABILITIES, LOSSES, DAMAGES, EXPENSES AND COSTS THAT MAY BE BROUGHT AGAINST THE INDEMNIFIED OR WHICH THE INDEMNIFIED MUST PAY, SUSTAIN OR INCUR AS A DIRECT OR INDIRECT RESULT OF OR ARISING OUT OF:

• BREACH BY YOU OF ANY OF YOUR OBLIGATIONS UNDER THESE TERMS AND CONDITIONS;
• LOSS OF, OR DAMAGE TO, ANY PROPERTY BELONGING TO YOU OR ANY THIRD PARTY OR ANY PERSONAL INJURY OR DEATH ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS;
• BREACH OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR
• BREACH BY YOU OF ANY LAW (INCLUDING PRIVACY LAWS).

19.1 Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms and Conditions, save for such use or disclosure necessary and required to perform their respective obligations under these Terms and Conditions. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.

19.2 In making disclosure to persons as permitted under this clause 19, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.

19.3 Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.

19.4 Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

20.1 You must, in connection with these Terms and Conditions:

• ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
• at all times comply with your obligations under applicable Privacy Laws; and
• take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.

20.2 We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

21.1 We may, at our absolute discretion, provide you support in relation to your use of the Software or the Site.

21.2 You may access our Frequently Asked Questions via the following links:

• For Predict: https://www.f7i.ai/products/predict.
• For Prevent: https://f7i.ai/products/prevent.

21.3 If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us by email at tim@f7i.ai. We will endeavour to respond to support requests within 48 hours during Business Days, however this cannot be guaranteed.

22.1 If you would like to raise a complaint in relation to our Software, please email jp@f7i.ai.

23.1 There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Software as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Software.

24.1 Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may from time to time notify the other in accordance with this clause).

24.2 A notice given under clause 24.1 will be deemed to have been delivered 24 hours after the email is sent.

25.1 Variations to these Terms and Conditions will only be effective if in writing and signed by authorised representatives of both parties.

25.2 The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination or expiry of these Terms and Conditions.

25.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

25.4 If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date.

25.5 The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law or equity. Each party may exercise any of its rights and remedies under these Terms and Conditions or at law or in equity independently, separately or concurrently.

25.6 Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.

25.7 These Terms and Conditions, and the relationship between the parties contemplated by it, is not intended to be exclusive.

25.8 If any provision of these Terms and Conditions is held invalid or unenforceable, such provision will be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms and Conditions will continue in full force and effect.

25.9 THESE TERMS AND CONDITIONS IS GOVERNED BY THE LAWS OF NEW SOUTH WALES, AUSTRALIA AND THE PARTIES SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS EXERCISING JURISDICTION THERE.

25.10 These Terms and Conditions may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.

25.11 These Terms and Conditions constitutes the entire agreement between the parties in respect of the subject matter of these Terms and Conditions and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms and Conditions.

26.1 The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination of these Terms and Conditions.

26.2 Without limitation, the following clauses will survive termination: clause 5 (Term), clause 8 (Effect of Termination), clause 12 (Intellectual Property), clause 16 (Liability and Exclusions), clause 18 (Indemnity), clause 19 (Confidentiality), clause 24 (Notices), and clause 25 (General).