Terms of Service

These Terms of Service form an agreement (this "Agreement") between Slothware Pty Ltd trading as QuackChat ("QuackChat", "we", "us", "our") and the corporation, LLC, partnership, sole proprietorship, or other business entity accepting this Agreement ("Customer", "you", "your"). Each is a "Party" and together they are the "Parties."

This Agreement governs your use of our products, services (including support services), and websites (together, the "Services").

Acceptance of Terms

You accept these Terms when you click to accept them during registration for the Services or when making payment.

By accepting these Terms, you confirm that you have read and understood them, agree to be bound by them, and, if you are accepting them on behalf of a business, that you have authority to bind that business.

If you do not agree to these Terms, you must not access or use the Services.

Effective Date

This Agreement starts on the date you accept these Terms (the "Effective Date").

Right to Update Terms & Notice

QuackChat may review and update these Terms by posting an updated version on our website. The updated version takes effect on the date it is published.

If we make significant changes that materially affect your rights, we will give you advance notice through our available communication channels. If you continue to use the Services after the notice period, you accept the updated Terms.

The following capitalized terms have the meanings set out below.

• "Account" means the account Customer creates to access and use the Services.
• "Agreement" means this Terms of Service agreement, including all schedules, policies, and other documents incorporated by reference.
• "Applicable Price Index" means the central bank base rate in Australia.
• "Authorized Representative" means a person with authority to make decisions and take actions on behalf of QuackChat under this Agreement.
• "Authorized Users" means Customer's employees, contractors, and other people Customer authorizes to use the Services on Customer's behalf.
• "Users" means any person who accesses or uses the Services through Customer's Account, whether or not Customer authorized that access.
• "Beta Services" means services, features, or functionality made available to Customer at no extra charge or clearly identified as pre-release, beta, limited release, developer preview, non-production, or similar.
• "Confidential Information" means non-public information disclosed by one Party to the other under this Agreement, subject to the inclusions and exclusions in the Confidential Information section.
• "Consumer Law Rights" means any rights, warranties, guarantees, or remedies that cannot be excluded, restricted, or modified under applicable consumer protection laws.
• "Customer Data" means all data, information, and content uploaded, submitted, or otherwise provided to the Services by Customer or Authorized Users, including any Personal Data contained in that material.
• "Derived Data" means anonymous, aggregated statistics compiled from Customer Data that do not identify Customer, any Authorized Users, or Customer's clients.
• "Documentation" means QuackChat's user guides, manuals, and other technical documentation for the Services, as updated from time to time.
• "Excluded Claims" means: (a) Customer's material breach of Customer Responsibilities and Restrictions; and (b) Customer's indemnification obligations under this Agreement. The liability cap in this Agreement does not apply to Excluded Claims.
• "Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements to the Services provided by Customer or Users.
• "Output" means the results, responses, and content generated by the Services.
• "Personal Information" or "Personal Data" means information or an opinion, whether true or not and whether recorded in material form or not, about an individual who is identified or reasonably identifiable.
• "Privacy and Security Laws" means all applicable laws, regulations, and industry standards relating to privacy, data protection, and information security in the context of this Agreement.
• "Services" means QuackChat's software products, services (including support services), and websites.
• "Subscription" means Customer's selected service plan or package, including the features, usage limits, and service levels available to Customer.
• "Subscription Order" means the document or electronic record that sets out Customer's selected Subscription features, usage limits, fees, billing terms, and service specifications, including any statements of work or addendums.
• "Subscription Fees" means the fees payable by Customer for the Services under a Subscription.
• "Subscription Period" means the billing and service period for a Subscription (for example, monthly, quarterly, or yearly), as stated in the Subscription Order.
• "Term" means the period during which this Agreement remains in effect, starting on the Effective Date and continuing until it is terminated under this Agreement.
• "Third Party LLMs" means third-party large language models and artificial intelligence ("AI") services that QuackChat integrates with or accesses to provide the Services.

Service Provision and Access

Starting on the Effective Date, QuackChat will make the Services available to Customer, subject to the usage limits in the applicable Subscription and the terms of this Agreement.

Subject to this Agreement, QuackChat grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the Services. Customer may allow the number of Authorized Users specified in the Subscription to use the Services solely for Customer's internal business purposes.

Support Services

QuackChat will provide standard maintenance and support for the Services as described in the Documentation at no extra charge beyond the Subscription Fees. Enhanced support may be available for additional fees under QuackChat's current support policies.

Service Commitment and Maintenance

QuackChat will use commercially reasonable efforts to maintain high service availability. However, QuackChat does not guarantee that the Services will operate without interruption or error.

The Services may be unavailable from time to time, including because of planned or emergency maintenance.

For planned maintenance, QuackChat will give reasonable advance notice and will try to schedule maintenance during off-peak hours.

The Services may interact with or depend on third-party products or services, such as cloud hosting providers. To the fullest extent permitted by law, QuackChat is not liable for disruptions or downtime caused by those third parties.

Feature Updates

QuackChat may update, modify, remove, or discontinue features of the Services from time to time.

Third Party Integration

Customer may request integration with third-party software or services. QuackChat may, in its sole discretion, provide integration capabilities, but QuackChat does not control, endorse, or support third-party services.

QuackChat's obligations under this Agreement do not extend to third-party services unless QuackChat specifically agrees otherwise in writing.

Account Registration

To access the Services, Customer must register for an Account and select a Subscription. As part of that process, Customer may be asked to provide certain information, including Customer's name, email address, mobile number, password, business entity, and nominated administrator.

Authorized Users

Customer may invite Authorized Users to access the Services under Customer's Account. Each Authorized User must have a unique login linked to Customer's Account.

Customer is responsible for ensuring all Authorized Users comply with these Terms and may change user access and permissions at any time through the Account settings. User limits are set out in Customer's Subscription.

Subscription Order

Customer's Subscription Order will set out the Subscription's features, limitations, fees, and billing terms. Customer will be charged recurring Subscription Fees based on the selected billing cycle, whether monthly, quarterly, semi-annually, or annually.

QuackChat may change Subscription Fees or billing cycles from time to time by giving reasonable notice.

Payment Terms

Customer will be billed for Subscription Fees due at the start of each billing cycle. Available payment methods will be set out in the Services.

If Customer chooses to pay through one of our third-party payment processors, Customer may need to accept that processor's terms and conditions and any additional processing fees, where applicable. Any such fees will be shown in the Services.

Customer must not pay, or try to pay, any Subscription Fees by fraudulent or unlawful means.

If Customer pays by debit or credit card, Customer must be the authorized cardholder. If Customer pays by direct debit, then by providing bank account details, Customer authorizes our nominated third-party payment processor to debit that bank account in line with Customer's chosen Subscription, and Customer confirms that it is either the account holder or an authorized signatory on that account.

Upgrades and Downgrades

Customer may upgrade or downgrade its Subscription at any time through its Account, including to add or remove Authorized Users.

Any upgrade takes effect immediately, and Customer will be charged the difference between the current Subscription and the new Subscription on a pro-rata basis.

Any downgrade takes effect at the start of the next billing cycle.

Subscription Period and Renewal

Customer's Subscription Order continues for the applicable Subscription Period. At the end of each Subscription Period, if Customer has paid all Subscription Fees owing, the Subscription Order will automatically renew for the same length as the previous Subscription Period.

Each renewed period is also a Subscription Period.

Foreign Currency and Taxes

Currency conversion and any applicable taxes, including GST, will be calculated at the time of payment. Customer is responsible for all applicable taxes and conversion fees.

Refund Policy

QuackChat will refund money paid for the Services only if QuackChat is unable to continue providing the Services, or if an Authorized Representative of QuackChat decides, in its absolute discretion, that a refund is reasonable in the circumstances.

Suspension for Late Payments

If Subscription Fees are not paid on time, or if Customer's credit or debit card provider makes a chargeback, QuackChat may immediately suspend Customer's access to the Services.

Customer may also be charged interest on overdue amounts at a rate equal to the Applicable Price Index cash rate, as updated from time to time, plus 2% per annum, calculated daily and compounding monthly.

Actions for Non-Payment

If amounts remain unpaid for 30 days after the due date, QuackChat may recover the debt from Customer without further notice.

If QuackChat starts debt recovery action, Customer acknowledges and agrees that it will be liable for all debt collection costs, including legal costs on an indemnity basis, collection agency costs, and any other related expenses or disbursements.

QuackChat Intellectual Property Rights

QuackChat retains all right, title, and interest in the Services, including all intellectual property rights in:

• the software used to provide the Services; and
• all graphics, user interfaces, logos, and trademarks used in the Services.

This Agreement gives Customer only the limited rights needed to use the Services as authorized. Customer acknowledges that the Services are protected by copyright and other intellectual property laws.

License to Use Services

During the Term, QuackChat grants Customer and its Authorized Users a non-exclusive, non-transferable right to use the Services in accordance with this Agreement and the Subscription terms. This right may be suspended or revoked under this Agreement.

Documentation

Customer may reproduce and use the Documentation only as reasonably necessary to support its Authorized Users in using the Services.

Assignment and Transfer

Customer may not assign or transfer this Agreement, or any rights under it, without QuackChat's prior written consent, including to an affiliate or in connection with a merger, acquisition, reorganization, or other change of corporate control.

QuackChat will not unreasonably withhold consent. Any assignee must agree in writing to be bound by this Agreement.

License of Customer Data to QuackChat

During the Term, Customer grants QuackChat a non-exclusive, worldwide, royalty-free right to host, use, copy, transmit, and display Customer Data as reasonably necessary to provide the Services and related insights, recommendations, and analysis to optimize Customer's use of the Services.

QuackChat does not acquire ownership of Customer Data.

Derived Data

QuackChat may create anonymous, aggregated statistics from Customer Data, provided that information does not identify Customer, its Users, or Customer's end clients ("Derived Data").

QuackChat owns all rights in Derived Data and in any resulting products or services that incorporate it.

Feedback

QuackChat appreciates feedback, comments, ideas, proposals, and suggestions for improving the Services (together, "Feedback").

Customer grants QuackChat a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, and incorporate that Feedback without restriction and without compensation to Customer. Feedback will not be treated as confidential.

Marketing and Promotion

Customer grants QuackChat the right to use Customer's name and logo in marketing materials, on its website, and on social media, unless Customer opts out by written notice.

Customer Compliance Obligations

Customer agrees to comply with this Agreement and all QuackChat policies and guidelines made available through the Services.

Customer must also comply with all applicable laws in its use of the Services, including privacy and security laws.

Account Responsibilities

While Customer maintains an Account, Customer agrees to:

• keep Account information current, accurate, and complete;
• keep usernames and passwords secure and confidential and protect them from misuse;
• promptly notify QuackChat of any suspected unauthorized access to Customer's Account or related logins, and take reasonable steps to prevent further breaches; and
• ensure that only Authorized Users access the Services through Customer's Account and immediately revoke access for any person who is no longer authorized.

User Oversight

Customer is solely responsible and liable for:

• ensuring that all Users are Authorized Users and are properly authorized to access the Services;
• all User conduct and activities, including any breach of this Agreement, whether or not Customer authorized that conduct; and
• all use of the Services through Customer's Account, whether authorized or unauthorized.

Customer acknowledges that QuackChat has no obligation to verify whether any User is an Authorized User, and Customer bears all risk of unauthorized access through its Account.

Customer Restrictions

Customer must not, and must ensure that Authorized Users do not:

• decompile, disassemble, or reverse engineer the Services;
• lease, sublicense, resell, or transfer rights to the Services to any third party;
• copy the Services or create derivative works from them;
• use the Services for service bureau, outsourcing, reselling, sublicensing, shared login, or time-sharing purposes;
• share passwords or login details with third parties, or allow more than one person to use a single User account;
• disclose non-public Services features or content to third parties;
• engage in conduct that may damage QuackChat's reputation;
• scrape or extract data from the Services, including through automated software, bots, or crawlers;
• introduce viruses or other malicious code into the Services;
• circumvent or disable Services security features;
• interfere with the operation of the Services or with other Users' access;
• access data, servers, or accounts they are not authorized to access;
• use the Services in a way that violates law, infringes rights, or creates legal liability; or
• otherwise breach this Agreement.

Suspected Misuse

If QuackChat suspects that Customer or its Authorized Users have breached this Agreement, QuackChat may immediately suspend Customer's access to the Services without prior notice, in addition to any other remedies available to it.

Processing of Customer Data

Customer authorizes QuackChat to process Customer Data as required to provide the Services and the features included in any Subscription, including to generate Output.

QuackChat will not share Customer Data with other customers or third parties except as provided in this Agreement.

Customer understands and consents to QuackChat's internal data processing as follows:

• QuackChat processes Customer Data only as reasonably necessary to provide the Services and carry out activities specifically requested by Users, such as processing feedback to improve features or address performance issues;
• QuackChat collects non-identifying analytics data, such as usage metrics and statistical information, to improve the Services and diagnose issues; and
• QuackChat may process Customer Data to improve current and future Service features and provide Customer-specific personalization, including to calibrate its internal AI systems.

Customer Responsibilities with Data

Customer will only submit Personal Data and Customer Data through the Services in compliance with applicable Privacy and Security Laws.

Customer is solely responsible for:

• ensuring that all Personal Data and Customer Data is accurate, lawful, and properly obtained, including by giving any required notices and obtaining any necessary consents; and
• the integrity and security of Customer Data on Customer's own systems, networks, and devices.

QuackChat is not responsible for the accuracy of Personal Data or Customer Data uploaded by Customer, or for Customer's use of or reliance on any Output.

Customer will indemnify QuackChat against any claims, damages, or fines arising from Customer's failure to obtain proper legal grounds for Personal Data, or from Customer's violation of Privacy and Security Laws.

Data Confidentiality and Use

QuackChat treats Customer Data as Confidential Information and will not disclose it except to subprocessors, employees, and authorized contractors as reasonably necessary to provide the Services.

QuackChat will limit access to Customer Data to personnel, contractors, and subprocessors who reasonably need that access to provide the Services.

Security Safeguards

QuackChat maintains reasonable administrative, technical, and physical safeguards to protect Customer Data, including Personal Data.

Security Incident Response

QuackChat will notify Customer after becoming aware of a Personal Data breach affecting Customer's Personal Data, in accordance with applicable Privacy and Security Laws.

That notice will include available details about the nature of the breach, the likely consequences, and the measures taken or proposed by QuackChat to address the breach and mitigate possible adverse effects.

If complete information is not immediately available, QuackChat may provide details in stages without undue delay.

Customer agrees that it will not make any public statement, admission of liability, press release, or report concerning a Personal Data breach that identifies QuackChat without QuackChat's prior written approval, except where legally required. Where disclosure is legally required, Customer will give QuackChat reasonable prior notice and limit the disclosure to the minimum required by law.

Privacy Policy

QuackChat's Privacy Policy is incorporated into this Agreement by reference and governs how Personal Data is collected, used, stored, shared, protected, and what privacy rights apply.

Customer acknowledges that QuackChat may update the Privacy Policy from time to time.

For clarity, the processing of Customer Data uploaded to the Services is governed by this Agreement, not the Privacy Policy.

Scope of Confidential Information

For this section, the "Discloser" is the Party disclosing Confidential Information and the "Recipient" is the Party receiving it.

Confidential Information includes:

• information marked or identified as confidential by the Discloser at the time of disclosure;
• Documentation, whether or not it is marked confidential;
• non-public, sensitive information that the Discloser should reasonably consider a trade secret or otherwise confidential; and
• Customer Data.

Confidential Information does not include information that:

• was in the Recipient's possession before disclosure;
• is independently developed by the Recipient without using or referring to the Confidential Information;
• becomes publicly known through no breach of this Agreement by the Recipient;
• is approved in writing by the Discloser for release by the Recipient; or
• is Feedback provided by Customer.

Non-Disclosure Obligations

The Recipient may use Confidential Information only for the specific purpose agreed by the Discloser at the time of disclosure (the "Permitted Purpose").

The Recipient must:

• not disclose Confidential Information to employees or contractors unless they need access for the Permitted Purpose and understand their confidentiality obligations; and
• not disclose Confidential Information to any third party without the Discloser's prior written consent.

The Recipient must protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar kind and importance, and never less than reasonable care.

The Recipient must promptly notify the Discloser of any unauthorized use or disclosure of Confidential Information.

Compelled Disclosure

Despite the non-disclosure obligations above, the Recipient may disclose Confidential Information where required by applicable law or a proper legal or governmental authority.

In that case, the Recipient will promptly notify the Discloser of the legal demand and reasonably cooperate, at the Discloser's expense, with the Discloser's efforts to seek a protective order or otherwise contest the required disclosure.

Termination and Return

The non-disclosure obligations continue for as long as the information remains confidential or protected as a trade secret under applicable law, including after this Agreement ends.

On termination, the Recipient must, on request, return or destroy all Confidential Information in its possession or control.

Equitable Relief

The Recipient acknowledges that:

• no adequate remedy at law may exist for a breach of the confidentiality obligations;
• damages may be difficult to determine; and
• such a breach may cause irreparable harm to the Discloser.

The Discloser may therefore seek injunctive relief for that breach.

The Recipient waives any objection to the seeking of that injunctive relief. This clause does not limit either Party's right to seek injunctive relief for other breaches.

Retention of Rights

This Agreement does not transfer ownership of Confidential Information or grant any license in it. The Discloser retains all right, title, and interest in its Confidential Information.

Warranties

QuackChat warrants to Customer that:

• the Services will operate in substantial conformity with the applicable Documentation during the Term;
• QuackChat will not materially decrease the functionality or overall security of the Services during the Term; and
• QuackChat will use commercially reasonable efforts to ensure that the Services, when and as provided by QuackChat, are free of viruses, malware, and similar malicious code.

General Disclaimers

Except for the warranties above, Customer accepts the Services "as is" and QuackChat gives no other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

Without limiting the above:

• QuackChat does not warrant that the Services will produce accurate or relevant content for Customer, or that the Services will operate without interruption or error;
• although QuackChat maintains reasonable data security measures, QuackChat cannot guarantee that the Services are secure from hacking or other unauthorized intrusion, or that Customer Data will remain private or secure if such hacking or intrusion occurs;
• QuackChat does not warrant that Outputs will be satisfactory to Customer;
• QuackChat has no control over the operation of the Third Party LLMs it accesses as part of its processing activities, the Outputs they generate, or the continued availability of those Third Party LLMs; and
• all integration partner products provided through the Services as additional product features are provided "as is" and "as available." QuackChat does not control their availability or operation and disclaims responsibility and liability for Customer's decision to use them. For clarity, the loss of availability or functionality of any integration partner product, including the deactivation of any related APIs by QuackChat, does not entitle Customer to a refund of Subscription Fees paid or payable.

Artificial Intelligence Disclaimer

Customer acknowledges that the Services include AI software, and that the AI models:

• may produce unpredictable or inconsistent Outputs; and
• are provided by third-party software providers, not by QuackChat, which only integrates those AI models into the Services.

Customer agrees that Customer and its Authorized Users will implement:

• manual review and oversight of all AI Outputs before relying on them;
• due diligence processes for AI Outputs, recognizing that Outputs are starting points and may require Customer's own creative input to become finished products; and
• technical safeguards to limit the use of AI Outputs and mitigate risks arising from unpredictable or inaccurate results.

Because AI law is evolving, QuackChat gives no warranties and does not guarantee that:

• Customer can trademark or claim copyright ownership in AI Outputs in any jurisdiction; or
• AI Outputs will not infringe third-party intellectual property rights.

Disputes

Neither QuackChat nor Customer may start court proceedings for any dispute, controversy, or claim arising from this Agreement, including any question about its existence, validity, or termination, unless the Parties first meet in good faith to try to resolve the dispute.

This does not prevent either Party from seeking urgent injunctive or equitable relief from a court.

If the dispute remains unresolved after the initial meeting:

• where Customer is resident or incorporated in Australia, the matter will be referred to mediation administered by the Australian Disputes Centre under the Australian Disputes Centre Guidelines for Commercial Mediation; or
• where Customer is not resident or incorporated in Australia, the matter will be referred to arbitration administered by the Australian Centre for International Commercial Arbitration, conducted in Sydney, Australia, in English, under the ACICA Arbitration Rules.

Confidentiality

All communications relating to negotiations under this dispute resolution clause are confidential and, where possible, must be treated as "without prejudice" communications under the applicable rules of evidence.

Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding, or claim arising from this Agreement will be governed, interpreted, and construed under the laws of New South Wales, Australia, without regard to conflict of law principles.

The validity of this governing law clause is not contested.

This Agreement binds the Parties and their successors and permitted assigns.

Injunctive Relief

Customer acknowledges that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying, or disclosure of technical information or materials relating to the Services, may cause irreparable harm to QuackChat.

In that case, QuackChat is entitled to equitable relief without posting bond or other security, including preliminary and permanent injunctive relief.

Limitation of Liability

Except for Excluded Claims, each Party's total liability arising from or relating to this Agreement will not exceed the cumulative Subscription Fees paid by Customer during the 12 months before the act, omission, or event giving rise to the liability.

Customer understands and agrees that QuackChat, its affiliates, employees, agents, contributors, and licensors will not be liable to Customer for any direct, indirect, incidental, special, consequential, or exemplary damages, however caused and under any theory of liability, including:

• any loss of profit, whether direct or indirect;
• any loss of goodwill or business reputation; or
• any other intangible loss.

Customer acknowledges that QuackChat bears no liability for Customer's failure to meet any obligation under this Agreement, including liability arising from Customer's failure to comply with QuackChat's policies and guidelines.

These limitations apply even if QuackChat has been advised of the possibility of such damages or claims.

Exclusion of Consequential and Related Damages

To the fullest extent permitted by law, neither Party will be liable for any indirect, incidental, special, exemplary, or consequential damages, including lost profits, even if advised of the possibility of those damages, whether based on contract, tort, negligence, strict liability, or otherwise.

These limitations apply regardless of any failure of essential purpose of any limited remedy and are fundamental elements of the agreement between the Parties.

Limitation of Action

Customer agrees that any cause of action relating to its relationship with QuackChat must be started within one year after the cause of action accrues. Otherwise, Customer is taken to have waived that claim.

Indemnification

Customer agrees to indemnify, defend, and hold harmless QuackChat and its officers, directors, employees, licensors, sub-licensees, agents, affiliates, successors, and assigns from and against any claims, damages, liabilities, losses, settlements, costs, and expenses, including attorneys' fees and court costs, arising from Customer's use of the Services, including:

• any misuse of the Services by Customer, including any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by Customer;
• Customer's breach of this Agreement;
• the use of any intellectual property created in connection with the Services that is not covered by this Agreement or that results from a breach of this Agreement; or
• any activity undertaken by Customer on or through the Services.

This indemnification obligation survives termination of this Agreement.

Suspension

QuackChat may suspend Customer's access to the Services where QuackChat reasonably believes there has been unauthorized access to or use of the Services, including the unauthorized sharing of login details.

If QuackChat suspends access, QuackChat will notify Customer and work with Customer to resolve the issue. If the issue cannot be resolved, QuackChat may terminate Customer's Account and Customer's access to the Services will end.

Termination by QuackChat

QuackChat may terminate this Agreement, meaning Customer will lose access to the Services, including its Account, and any Subscription will be cancelled, if:

• Customer fails to pay Subscription Fees when due;
• Customer or its Authorized Users breach this Agreement and do not remedy that breach within 14 days after QuackChat gives notice of the breach;
• Customer or its Authorized Users breach this Agreement and that breach cannot be remedied; or
• Customer experiences an insolvency event, including bankruptcy, receivership, voluntary administration, liquidation, or entering into a creditors' scheme of arrangement.

Termination by Customer

Customer may terminate this Agreement if:

• QuackChat breaches this Agreement and does not remedy that breach within 14 days after Customer gives notice of the breach; or
• QuackChat breaches this Agreement and that breach cannot be remedied.

If Customer terminates this Agreement because of QuackChat's uncured material breach, Customer will receive a pro-rata refund of any unused Subscription Fees for the remainder of the current Subscription Period.

Cancellation or Expiration

Customer may cancel its Subscription at any time using the features in the Services. Once cancellation takes effect, the Subscription will not renew and will expire at the end of the current Subscription Period.

Effects of Expiration or Termination

On expiration or termination of this Agreement for any reason, Customer must immediately stop using the Services and delete all copies of the Documentation in its possession or control.

Even after Customer's right to use the Services ends or is limited, this Agreement remains enforceable against Customer. QuackChat reserves the right to take appropriate legal action, including the actions described in this Agreement.

Data Retention and Export

On termination of this Agreement, QuackChat will retain Customer Data, including copies, as required by law or regulatory requirements.

Survival of Terms

The following survive termination or expiration of this Agreement:

• any obligation of Customer to pay Subscription Fees incurred before termination;
• the sections relating to Confidential Information, Data Confidentiality and Use (including Customer's license grant to QuackChat), ownership of Derived Data, Customer responsibilities for Customer Data and related indemnification obligations, Feedback, Limitation of Liability, Exclusion of Consequential and Related Damages, Indemnification, and Disputes;
• any data deletion obligations; and
• any other provision that, by its nature, should survive to fulfil its essential purpose.

Representations

Each Party represents that it:

• has full authority to enter into this Agreement;
• is not violating any other agreement by entering into this Agreement; and
• will be legally bound by this Agreement.

Third Party Beneficiaries

No third party is intended to be a beneficiary of this Agreement or entitled to enforce it directly.

Events Outside Our Control

QuackChat is not liable for any delay or failure to perform its obligations, including providing the Services, where that delay or failure is caused or contributed to by an event or circumstance beyond QuackChat's reasonable control.

Addendums

The Parties may add to this Agreement at any time by signing a written addendum. Any signed addendum is incorporated into this Agreement by reference on execution.

If there is any conflict between an addendum and this Agreement or a Subscription Order, the addendum will control.

Unless an addendum expressly states otherwise, all addenda executed between the Parties will end when this Agreement ends.

Entire Agreement

This Agreement, together with all Subscription Orders and addenda, sets out the entire agreement between the Parties on its subject matter and replaces all prior or contemporaneous writings, negotiations, and discussions about it.

Severability

To the extent permitted by applicable law, the Parties waive any rule of law that would make any provision of this Agreement invalid or unenforceable in any respect.

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be interpreted to achieve its intended purpose to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

Conflicts

If there is any conflict between this Agreement and any other QuackChat policy posted online, this Agreement will govern.

No Waiver

Neither Party will be taken to have waived any right under this Agreement because of delay, or because of any statement or representation, unless the waiver is expressly made in writing by an authorized representative.

A waiver of one breach of this Agreement is not a waiver of any other breach.

Beta Services

Beta Services are provided for evaluation purposes only, are not supported, and may be subject to additional terms.

Customer may choose to use Beta Services at its sole discretion. While Beta Services are not considered "Services" under this Agreement, all restrictions and obligations that apply to the Services also apply to Beta Services.

QuackChat may discontinue Beta Services at any time and may never make them generally available. Trial periods end when Beta Services become generally available. QuackChat has no liability for any harm or damage arising from Beta Services.

Marketing

Customer agrees that QuackChat may send electronic communications about QuackChat's products and services. Customer may opt out at any time by using the unsubscribe function in those communications.

Consumer Law Rights

Nothing in this Agreement excludes, restricts, or modifies any Consumer Law Rights.

To the extent permitted by law, QuackChat's liability for breach of any Consumer Law Rights is limited, at QuackChat's option, to:

• re-performing the Services; or
• paying the cost of having the Services re-performed by QuackChat.

Third Party Sites

The Services may contain links to third-party websites. Unless QuackChat states otherwise, QuackChat does not control, endorse, or approve the content on those websites and is not responsible for it.

QuackChat recommends that Customer make its own enquiries about whether those websites are suitable.

Notices and Consent to Receive Notices Electronically

Customer consents to receive all communications electronically, including by email and through communication channels available in the Services. Electronic notices satisfy any requirement for written communication.

QuackChat may send notices to Customer's provided email address, and Customer may send notices to hello@slothwarelabs.com. Notices are deemed received 24 hours after sending.

For questions about these Terms or QuackChat Services, please contact us at hello@slothwarelabs.com and we will respond promptly.