**Code Genie -- Platform Terms and Conditions**

Welcome to Code Genie! We provide a platform where you can generate
source code based on your data model or idea (**Platform**).

In these Terms, when we say **you** or **your**, we mean both you and
any entity you are authorised to represent (such as your employer). When
we say **we, us,** or **our**, we mean Code Genie Pty Ltd (ACN 670 918
108).

These Terms form our contract with you, and set out our obligations as a
service provider and your obligations as a customer. You cannot use our
Platform unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each
time that word is used in these Terms it has the same meaning. You can
find a list of the defined words and their meaning at the end of these
Terms.

For questions about these Terms, or to get in touch with us, please
email: brett@codegenie.codes.

*These Terms were last updated on 8^th^ January 2024.*

**OUR DISCLOSURES**

Please read these Terms carefully before you accept. We draw your
attention to the fact that:

-   we will handle your personal information in accordance with our
    > privacy policy, available on our website;

-   subject to your Consumer Law Rights:

    -   (where our services are not ordinarily acquired for personal,
        > domestic or household use or consumption) in respect of any
        > failure by us to comply with relevant Consumer Law Rights, our
        > Liability is limited (at our discretion) to supplying the
        > Source Code again or paying the cost of having the Source Code
        > supplied again;

    -   our aggregate liability to you for any Liability arising from or
        > in connection with these Terms will be limited to the Fees;

    -   we will not be liable for Consequential Loss or delays or
        > failures in performance caused or contributed to by an event
        > or circumstance beyond our reasonable control;

-   we may amend these Terms at any time, by providing written notice to
    > you, and by clicking "I accept" or continuing to use our Platform
    > after the notice or 30 days after notification (whichever date is
    > earlier), you agree to the amended Terms. If you do not agree to
    > the amendment, you may close your Account with effect from the
    > date of the change in these Terms by providing written notice to
    > us;

-   we may receive a benefit (which may include a referral fee or a
    > commission) should you visit certain third party websites through
    > a link on our Platform, or for featuring certain goods or services
    > on our Platform.

## These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights. {#these-terms-do-not-intend-to-limit-your-rights-and-remedies-at-law-including-any-of-your-consumer-law-rights. .list-paragraph}

1.  **Engagement and Term**

    1.  ## These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Platform for this period of time only (which may be suspended or revoked in accordance with these Terms).

    2.  ## Variations: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Platform on and from the date you close your Account. 

2.  **Account**

    1.  ## You must sign up for an account in order to access and use our Platform (Account).

    2.  ## While you have an Account with us, you agree to:

        a.  ## keep your information up-to-date (and ensure it remains true, accurate and complete);

        b.  ## keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

        c.  ## notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

    3.  ## We may suspend your access to our Platform where we reasonably believe there has been any unauthorised access to or use of our Platform (such as the unauthorised sharing of login details). If we suspend your access to our Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Platform will end.

3.  **How Our Platform Works**

    1.  ## We generate source code for you based on the data model or idea you input into the Platform (Source Code).

    2.  ## You may download the Source Code via the Platform (as an electronic file) after you pay the Fees in full on the Platform. You must not pay, or attempt to pay, any Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. You are responsible for paying any levies or taxes associated with your use of our Platform (unless we are required by law to collect these on your behalf).

    3.  ## You acknowledge and agree that the more detail you include in the data model you submit, the more bespoke the generated Source Code will be. 

    4.  ## You acknowledge and agree that other users of the Platform, including us, may upload the same or similar data model or idea as you, which will result in the same or similar generated Source Code. 

    5.  ## The terms and conditions of the licence we grant you to the Source Code is set out in our Licence Terms and Conditions, available when you download your Source Code file. 

4.  **Platform Licence**

    1.  ## While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

    2.  ## You must not:

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(a) access or use our Platform in any way that is improper or breaches
    any laws, infringes any person\'s rights (for example, intellectual
    property rights and privacy rights), or gives rise to any civil or
    criminal liability;

(b) interfere with or interrupt the supply of our Platform, or any other
    person's access to or use of our Platform;

(c) introduce any viruses or other malicious software code into our
    Platform;

(d) use any unauthorised or modified version of our Platform, including
    but not limited to for the purpose of building similar or
    competitive software or for the purpose of obtaining unauthorised
    access to our Platform;

(e) attempt to access any data or log into any server or account that
    you are not expressly authorised to access;

(f) use our Platform in any way that involves service bureau use,
    outsourcing, renting, reselling, sublicensing, concurrent use of a
    single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks,
    accounts or hosts or those of any third party; or

(h) access or use our Platform to transmit, publish or communicate
    material that is, defamatory, offensive, abusive, indecent,
    menacing, harassing or unwanted.

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5.  **Availability, Disruption and Downtime**

    1.  ## While we strive to always make our Platform available to you, we do not make any promises that these will be available 100% of the time. Our Platform may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

    2.  Our Platform may interact with, or be reliant on, products or
        services provided by third parties, such as cloud hosting
        service providers. To the maximum extent permitted by law, we
        are not liable for disruptions or downtime caused or contributed
        to by these third parties.

    3.  ## We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Platform. 

6.  **Intellectual Property and Data**

## [Our Platform]{.underline} {#our-platform .list-paragraph}

1.  ## We own all Intellectual Property Rights in our Platform. This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other Intellectual Property. You agree not to copy or otherwise misuse our Intellectual Property without our written permission (for example, to reverse engineer or discover the source code of our Intellectual Property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

2.  ## We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions. 

**[Your Data]{.underline}**

3.  ## We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

    a.  ### supply our Platform to you, and otherwise perform our obligations under these Terms;

    b.  ### diagnose problems with our Platform; 

    c.  ### diagnose problems with or allow for debugging of the Source Code;

    d.  ### improve, develop and protect our Platform;

    e.  ### send you information we think may be of interest to you based on your marketing preferences;

    f.  ### perform analytics for the purpose of remedying bugs or issues with our Platform; or

    g.  ### perform our obligations under these Terms (as reasonably required). 

4.  ## You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.

5.  ## You are responsible for (meaning we are not liable for):

    a.  ## the integrity of Your Data on your systems, networks or any device controlled by you; and

    b.  ## backing up Your Data.

6.  ## When you use our Platform, we may create anonymised statistical data from Your Data and usage of our Platform (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

7.  ## If you do not provide Your Data to us, it may impact your ability to use our Platform.

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7.  **Confidential Information and Personal Information**

    1.  ## While using our Platform, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

    2.  ## However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

    3.  ## We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

    4.  ## You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

    5.  ## We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

8.  **Consumer Law Rights**

    1.  ## In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying the Source Code, or paying the cost of having the Source Code resupplied.

    2.  ## Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

    3.  ## If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the *Competition and Consumer Act 2010* (Cth)).

9.  **Liability**

    1.  ## Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law: 

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(a) neither we or you are liable for any Consequential Loss;

(b) a party's liability for any Liability under these Terms will be
    reduced proportionately to the extent the relevant Liability was
    caused or contributed to by the actions (or inactions) of the other
    party, including any failure by the other party to mitigate its
    loss;

(c) (where our services are not ordinarily acquired for personal,
    domestic or household use or consumption) in respect of any failure
    by us to comply with relevant Consumer Law Rights, our Liability is
    limited (at our discretion) to supplying the Source Code again or
    paying the cost of having the Source Code supplied again; and

(d) our aggregate liability to you for any Liability arising from or in
    connection with these Terms will be limited to the Fees.

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10. **Termination**

    1.  ## Either party may terminate these Terms if the other party:

        a.  ## breaches these Terms and does not remedy that breach within 14 days of being notified of that breach; or

        b.  ## breaches these Terms and that breach cannot be remedied.

    2.  ## You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 11.8), and termination will take effect immediately.

    3.  ## Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

    4.  ## Termination of these Terms will not affect any other rights or liabilities that we or you may have. 

11. **General**

    1.  ## Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

    2.  ## Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. 

## If the Dispute is not resolved at that initial meeting: {#if-the-dispute-is-not-resolved-at-that-initial-meeting .list-paragraph}

a.  ## where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

b.  ## where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules. 

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3.  ## Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations, if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

4.  ## Governing law: These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts. 

5.  ## Illegal Requests: We reserve the right to refuse any request for or in relation to our Platform that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

6.  ## Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

7.  ## Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

8.  ## Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

9.  ## Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose. 

10. ## Survival: Clause 3, and 6 to 10 will survive the termination or expiry of these Terms.

11. ## Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform. 

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12. **Definitions**

    1.  ## In these Terms:

> **Consequential Loss** includes any consequential loss, special or
> indirect loss, real or anticipated loss of profit, loss of benefit,
> loss of revenue, loss of business, loss of goodwill, loss of
> opportunity, loss of savings, loss of reputation, loss of use and/or
> loss or corruption of data, whether under statute, contract, equity,
> tort (including negligence), indemnity or otherwise. However, your
> obligation to pay us any amounts for access to or use of our Platform
> will not constitute "Consequential Loss".
>
> **Fees** means the fees set out on our Platform.
>
> **Intellectual Property** or **Intellectual Property Rights** means
> any and all existing and future rights throughout the world conferred
> by statute, common law, equity or any corresponding law in relation to
> any copyright, designs, patents or trade marks, domain names,
> know-how, inventions, processes, trade secrets or confidential
> information, circuit layouts, software, computer programs, databases
> or source codes, including any application, or right to apply, for
> registration of, and any improvements, enhancements or modifications
> of, the foregoing, whether or not registered or registrable.
>
> **Liability** means any expense, cost, liability, loss, damage, claim,
> notice, entitlement, investigation, demand, proceeding or judgment
> (whether under statute, contract, equity, tort (including negligence),
> indemnity or otherwise), howsoever arising, whether direct or indirect
> and/or whether present, unascertained, future or contingent and
> whether involving a third party or us or you or otherwise.
>
> **Personal Information** means any information or opinion about an
> identified individual, or an individual who is reasonably
> identifiable, whether the information or opinion is true or not, and
> whether the information or opinion is recorded in a tangible form or
> not.
>
> **Source Code** means the source code created for you based on the
> data model or idea you input into the Platform.
>
> **Your** **Data** means the information, materials, logos, documents,
> qualifications, data models, ideas and other intellectual property or
> data supplied by you when using our Platform or stored by or generated
> by your use of our Platform, such as Source Code, including any
> Personal Information collected, used, disclosed, stored or otherwise
> handled in connection with our Platform. Your Data does not include
> any data or information that is generated as a result of your usage of
> our Platform that is a back-end or internal output or an output
> otherwise generally not available to users of our Platform.
