These Terms of Service (“Terms”) govern the access and use of the AI Agent Fleet services (the “Services”), provided by amplAIfy Pty Ltd (ACN: 687 339 304) (“amplAIfy,” “we,” “us,” or “our”).

By accessing or using the Services, the entity or organization you represent (“Customer” or “you”) agrees to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

1. Definitions

• AI or Artificial Intelligence: Means any technology, software, system, or process that infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions.
• amplAIfy Background IP: Means the Control Plane and all underlying tools, methodologies, frameworks, software libraries, know-how, synthesized expert knowledge, and any pre-existing components or generic routines used or developed by amplAIfy in providing the Services.
• Authorized Users: Means the employees or contractors of the Customer who are authorized by the Customer to use the Services and for whom a license has been purchased.
• Consequential Loss: Means any losses that cannot reasonably be considered to arise naturally in the ordinary course of things and includes indirect, special, or punitive damages, or any loss of profit, revenue, data, or business opportunities.
• Control Plane: Means amplAIfy’s proprietary operating manuals, protocols, methodologies, and configurations used to deliver the Services.
• Customer Data: Means any data, information, documentation, and other materials inputted by the Customer or its Authorized Users into the Services.
• High-Risk Use: Means any use of the Services or the Outputs where reliance on the Services or its Outputs could result in: (a) death, personal injury, or significant property or environmental damage; or (b) a material adverse impact on the rights, freedoms, or legitimate interests of any individual (including rights of privacy, non-discrimination, and due process).
• Outputs: Means the reports, analyses, and other content generated by the Services based on the Customer Data.

2. Service Deployment and Architecture

2.1. Services. amplAIfy provides a suite of specialized AI agents hosted on the Google Cloud Platform (GCP) utilizing Google Agentspace Enterprise technology.

2.2. Project-per-Customer Model. The Services are deployed within a dedicated Google Cloud Project provisioned specifically for the Customer (the “Customer Project”) to ensure data isolation. amplAIfy manages the configuration and deployment of the Customer Project.

2.3. Architecture. The Services utilize the Control Plane (which is part of amplAIfy Background IP) to process Customer Data. The Customer retains ownership of Customer Data, while amplAIfy retains exclusive ownership of the Control Plane and amplAIfy Background IP.

3. License and Access

3.1. Grant of License. Subject to these Terms and the payment of applicable fees, amplAIfy grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services during the Subscription Term solely for the Customer’s internal business operations (“Permitted Purpose”).

3.2. Restrictions. The Customer shall not:

• (a) Sell, resell, license, sublicense, distribute, or lease the Services;
• (b) Use the Services to store or transmit infringing, libelous, or otherwise unlawful material;
• (c) Attempt to reverse engineer, decompile, hack, or discover the source code or underlying methodologies (including the Control Plane or amplAIfy Background IP) of the Services;
• (d) Access the Services to build a competitive product or service;
• (e) Use the Services or Outputs for any High-Risk Use.

3.3. Subcontracting. amplAIfy may subcontract the performance of any part of the Services. amplAIfy remains responsible for the acts and omissions of its subcontractors.

4. Customer Responsibilities

4.1. Account Management and Cooperation. The Customer is responsible for managing its Authorized Users and maintaining the confidentiality of login credentials. The Customer agrees to cooperate with amplAIfy in all matters relating to the Services and provide necessary information and access in a timely manner.

4.2. Customer Data Warranty. The Customer warrants that it has all necessary rights, consents, and permissions to provide the Customer Data to amplAIfy for use in accordance with these Terms, and that the Customer Data does not infringe the Intellectual Property Rights or privacy rights of any third party.

4.3. Authentication and Access Configuration. The Customer is responsible for performing the necessary administrative actions within their own identity provider environment (e.g., Google Workspace or Microsoft 365) to enable their Authorized Users to authenticate to the Services. This includes cooperating with Amplaify by following provided setup instructions, which may involve actions such as whitelisting the application or configuring an application registration.

5. Fees and Payment

5.1. Subscription Fees. The Customer shall pay all fees specified in the ordering documents.

5.2. Billing and Payment. amplAIfy will invoice the Customer in advance (monthly or annually, as agreed). Payments are due within fourteen (14) days of the invoice date. All fees are quoted and payable in Australian Dollars (AUD) unless otherwise specified.

5.3. Fee Increases. amplAIfy may increase the Fees by notice to the Client, no more than once per calendar year. Such increase will be no higher than the greater of:

• (a) the 12-month change in the consumer price index for Australia as published by the Australian Bureau of Statistics for the quarter immediately preceding the date of the increase; and
• (b) 5%.

5.4. Overdue Charges. If any invoiced amount is not received by the due date, amplAIfy may charge interest on the overdue amount at a rate of 2% above the Reserve Bank of Australia base rate ruling as at the date payment is due, calculated daily until payment is made in full.

5.5. Taxes. Fees are exclusive of GST and other applicable taxes. The Customer is responsible for paying all taxes associated with its purchases.

6. Intellectual Property Rights

6.1. amplAIfy IP. amplAIfy retains all right, title, and interest in and to the Services, the underlying technology, the Control Plane, and all amplAIfy Background IP.

6.2. Customer Data. The Customer retains all right, title, and interest in and to all Customer Data.

6.3. Ownership of Outputs. The Customer owns the Outputs generated by the Services, subject to amplAIfy’s underlying intellectual property rights in the amplAIfy Background IP used to generate the Outputs.

6.4. Publicity. The Customer agrees that amplAIfy may use the Customer’s name and logo in its marketing or promotional communications. amplAIfy will provide reasonable advance notice of any detailed use (such as a case study) for the Customer’s review, and the Customer may request reasonable changes within five (5) Business Days of receipt.

7. Confidentiality

Both parties agree to protect the confidentiality of the other party’s Confidential Information, using no less than reasonable care. Confidential Information includes business plans, technical data, Customer Data, and amplAIfy Background IP.

8. Data Privacy and Security

8.1. Security. amplAIfy utilizes the security infrastructure of the Google Cloud Platform. The Project-per-Customer model ensures that Customer Data is logically isolated.

8.2. Compliance. amplAIfy will process Customer Data only as necessary to provide the Services and in accordance with the Customer’s instructions and applicable Data Protection Legislation, including the Privacy Act 1988 (Cth).

8.3. AI Training. Consistent with Google Cloud’s enterprise data privacy commitments, Customer Data submitted to the Services is not used by Google to train the underlying foundational AI models.

9. Use of Artificial Intelligence and Disclaimer of Reliance

9.1. Nature of AI Outputs. The Services use generative AI. The Customer acknowledges that the Outputs are generated by machine learning processes and are probabilistic, and therefore may contain inaccuracies, biases, or errors (sometimes referred to as “hallucinations”).

9.2. Responsibility for Validation and Human Oversight. Outputs are provided as tools to augment human decision-making, not replace it. Human oversight is required. THE CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND VERIFYING THE ACCURACY, LEGALITY, AND APPROPRIATENESS OF THE OUTPUTS BEFORE RELYING ON THEM OR MAKING ANY DECISIONS, particularly concerning employment, hiring, legal, or financial matters.

9.3. Prohibition of High-Risk Use. The Customer expressly acknowledges and agrees that the Services are not designed, intended, or authorized for High-Risk Use, and shall not use the Services for such purposes.

10. Warranties and Disclaimers

10.1. Warranty. amplAIfy warrants that the Services will be performed with due care, skill, and diligence, and in a professional manner.

10.2. Australian Consumer Law. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), may confer rights, guarantees, and remedies on the Customer which cannot be excluded, restricted, or modified. Nothing in these Terms excludes these statutory rights.

10.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND SUBJECT TO SECTION 10.2, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS.” AMPLIFY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AMPLIFY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF THE OUTPUTS GENERATED.

11. Limitation of Liability

11.1. Exclusion of Consequential Loss. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL LOSS ARISING OUT OF OR RELATED TO THESE TERMS.

11.2. Liability Cap. SUBJECT TO SECTION 10.2, IN NO EVENT SHALL AMPLIFY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

12. Indemnification

The Customer agrees to indemnify, defend, and hold harmless amplAIfy against any claims, damages, losses, liabilities, and expenses arising out of or related to (a) the Customer’s use of the Services in violation of these Terms, (b) the Customer Data infringing third-party rights, or (c) the Customer’s use of or reliance on the Outputs, including any High-Risk Use.

13. Term and Termination

13.1. Term. These Terms continue until all subscriptions hereunder have expired or have been terminated.

13.2. Termination for Cause. A party may terminate these Terms for cause upon thirty (30) days written notice of a material breach if such breach remains uncured at the expiration of such period.

13.3. Suspension. amplAIfy may immediately suspend the Customer’s access to the Services if the Customer is in breach of these Terms (including failure to pay Fees) until the breach is remedied.

13.4. Data Retrieval. Upon termination or expiration, amplAIfy will provide the Customer with a reasonable opportunity to retrieve its Customer Data before the Customer Project is decommissioned.

14. Non-Solicitation

The Customer agrees that during the term of this Agreement and for a period of twelve (12) months after termination, it will not, directly or indirectly, solicit, entice, or induce any employee or contractor of amplAIfy to leave their employment or engagement with amplAIfy.

15. Dispute Resolution

15.1. Negotiation. If a dispute arises out of or relates to these Terms, the parties agree to first attempt to resolve the dispute by negotiation in good faith.

15.2. Mediation. If the dispute is not resolved within fourteen (14) days of the commencement of negotiations, the parties will endeavor to settle the dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation.

15.3. Litigation. If the dispute is not resolved through mediation within thirty (30) days of the referral to mediation, either party may initiate legal proceedings.

16. General Provisions

16.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia.

16.2. Entire Agreement. These Terms constitute the entire agreement between the parties and supersede all prior agreements, proposals, or representations, written or oral, concerning its subject matter.

16.3. Modifications. amplAIfy reserves the right to modify these Terms. We will notify the Customer of material changes. Continued use of the Services after such changes shall constitute the Customer’s consent to such changes.

16.4. Contact Information. Questions about the Terms of Service should be sent to us at hello@amplaify.ai