TERMS OF SERVICE

Effective Date: 21 January 2026

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1. INTRODUCTION

1.1 Binding Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you" or "your") and A3A Systems Pty Ltd ACN 690 315 381 ("Supplier", "we", "us" or "our") governing your access to and use of the Aionix platform ("Platform") available at http://www.aionix.io that provides customisable AI Agents.

1.2 User Acceptance

By clicking "I Accept" these Terms (or similar) when creating an account online, signing a hard copy or electronic document incorporating or attaching these Terms or otherwise accessing and using the Platform after being provided with notice of these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1.3 Amendments

The Supplier may amend or update these Terms (including pricing) from time to time at its discretion. The Supplier will provide notice of the updated Terms and the proposed effective date of the updated Terms to you via email and the updated Terms (and effective date) will be posted at http://www.aionix.io. We will generally provide 30 days' notice of updates to the Terms, unless an earlier effective date is required to comply with law.

1.4 User Option to Terminate

If an amendment to the Terms has an adverse impact on you and you do not agree to the amended Terms, you have the right to terminate your subscription immediately without penalty within 30 days of receiving notification of the change by notifying us. Upon termination pursuant to this section, you will receive a pro-rata refund of any subscription fees you have paid in advance that relate to the period following the effective date of termination of your subscription.

1.5 Acceptance of Amendments

Unless you elect to terminate pursuant to section 1.4 of these Terms, you are bound by and must comply with the updated Terms notified to you on and from the effective date of the updated Terms.

1.6 Additional Users

If you are an Additional User that is using the Platform under another person's primary Account (the "primary Account holder"):

• These Terms are binding on you other than those sections requiring you to pay subscription fees / LLM Credits (which are the responsibility of the primary Account holder);
• If the primary Account holder terminates its Account at any time, or their Account is suspended for any reason, your access to the Platform (and your sub-Account) may also be terminated or suspended. If your access is terminated and you wish to continue using the Platform, you can separately apply to us for a direct subscription, however, your new account will not have any of the previous User Content or Outputs that you had uploaded or generated under the terminated Account.

1.7 No Affiliation with LLMs

We are not affiliated with or sponsored by any of the LLMs we utilize.

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2. DEFINITIONS

• "Account" means your registered account for accessing and using the Platform, including any sub-accounts / invited user accounts established under a primary account.

• "Additional User" means a person invited by the primary Account holder to access and use the Platform under a subscription that permits multiple users, as specified in Schedule 2.

• "AI Agent" means a customisable artificial intelligence agent created and managed by you through the Platform which utilizes one of the LLM models integrated within the Platform.

• "Content" means any text, data, information, software, graphics, photographs, videos, audio, documents, or other materials.

• "LLM" means any third party large language model or artificial intelligence system integrated with the Platform, as listed in Schedule 1.

• "LLM Credits" means the units of value used to access and utilize various LLMs within the Platform, with the cost of each LLM displayed within the Platform and subject to change as published.

• "Platform" means the Aionix software-as-a-service platform accessible at http://www.aionix.io, including all features, functionality, tools, interfaces, APIs, and content provided by the Supplier.

• "Pooled LLM Credits" means the aggregate LLM Credits made available to all users under the primary Account (including the user that is the primary Account holder and all Additional Users) within a single subscription tier.

• "Output" means the specific Content generated by the AI Agents within the Platform in response to the User Content.

• "Subscription Period" has the meaning given in section 5.1.

• "Subscription Plan" means the specific pricing tier and feature set selected for your Account (as detailed in Schedule 2), which specifies the fees, included Pooled LLM Credits, number of permitted users, and available functionality.

• "Terms" means these Terms of Service, including all schedules.

• "Third Party Terms" is defined in section 3.2.

• "User Content" means any prompts and other Content that you upload or submit to the Platform and where you are the primary Account holder, includes any prompts and other Content uploaded or submitted to the Platform by any of your Additional Users.

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3. PLATFORM

3.1 Description

The Platform enables you to:

• Create, configure, and manage customisable AI Agents for various tasks and workflows;
• Allocate third party LLMs and tools to AI Agents that you wish to use for specific tasks;
• Upload data, documents, and other Content that you wish the AI Agent to process;
• Manage work flows and monitor the tasks, Outputs and performance of AI Agents and other users of the primary Account; and
• Collaborate between human users and AI Agents on various tasks and objects.

3.2 Third Party Technology and LLMs

The Platform integrates and utilizes various third party services, including third party LLMs to provide AI Agent functionality. You must comply with the terms and conditions for third party services and technologies (the "Third Party Terms") as listed in Schedule 1. Breach by a User of any Third Party Terms constitutes a material breach of these Terms. Subject to section 4, we may add, remove, or substitute LLM providers from time to time and any such updates will be reflected in Schedule 1.

3.3 Not a Substitute for Backup Service

The Platform is not a backup, archival, or long-term storage service. You are solely responsible for downloading, storing, and maintaining copies of any User Content, Outputs or other data you wish to retain.

3.4 User Requirements

You are responsible for obtaining and paying the costs of any necessary equipment, software (i.e. modern browser) and internet required to access and use the Platform. You must also implement and use industry standard firewall and anti-virus software to protect your systems and to prevent the introduction of viruses and malware into our systems.

3.5 Links

The Platform may contain links (including advertisements) to third party websites, content or services. You acknowledge that such links should not be construed as an endorsement, approval or recommendation by us of the third parties, or of any content or services provided by them.

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4. CHANGES TO PLATFORM

4.1 We May Change the Platform

The Supplier may modify, update, or enhance the Platform's features and functionality from time to time, including changes to user interface, available LLMs, integration capabilities, and performance characteristics.

4.2 Material Adverse Changes

If the Supplier makes a change to the Platform that materially adversely affects you that is not replaced with equivalent or superior functionality, you may immediately terminate your subscription without penalty within 30 days of the change by providing notice to us. Upon termination pursuant to this section, the Supplier will provide a pro-rata refund of subscription fees paid in advance that relate to the period following the effective date of termination of your subscription.

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5. SUBSCRIPTION, MULTI-USERS AND ACCOUNT CREATION

5.1 Subscription Period

There are two options, annual subscriptions and month to month subscriptions ("Subscription Period"). It is possible to change from a monthly subscription to an annual subscription, but not vice versa.

Annual Subscriptions:

If you are the primary Account holder and have elected to enter into an annual plan:

• Your subscription will continue for 12 months from the date you entered into the annual subscription;
• On each anniversary of the annual plan start date your subscription will automatically renew for a further 12 month period at the then current rates for the Subscription Plan chosen, unless you elect to terminate in accordance with section 14.1. We will contact you at least 30 days prior to remind you of your upcoming renewal.

Monthly Subscriptions:

If you are the primary User and do not have an annual plan, your access to the Platform is provided on a month-to-month subscription basis. The Account subscription renews each month unless you elect to terminate in accordance with section 14.1.

5.2 Subscription Plans

The Supplier offers different Subscription Plans, each with different fees, included Pooled LLM Credits, number of permitted users, and available functionality, as set out in Schedule 2. The specific features, credit allocations, pricing, and user limits for each tier will be confirmed and displayed in your Account during the sign-up process. The Supplier may introduce additional or modified tiers from time to time, subject to section 1.3 and 1.4.

5.3 Right to Access and Use Platform

During the term of your subscription and subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for your own lawful purposes in accordance with these Terms.

5.4 Multi-User Access

Certain Subscription Plans may permit the primary Account holder to invite Additional Users (subject to the relevant user cap for the Subscription Plan) to access and use the Platform under their primary Account, subject to payment of the applicable additional fees for each Additional User. Where you are the primary Account holder and your Subscription Plan permits you to invite Additional Users, you have the right during the term of that subscription to invite and permit (subject to payment of the applicable fees for any Additional Users) Additional Users to access and use the Platform under your Account (up to the relevant user cap for the Subscription Plan), solely for lawful purposes and in accordance with these Terms.

5.5 Primary Account Holder

If you are a primary Account holder, you are responsible for:

• Managing all invitations and access controls for Additional Users under your Account;
• Ensuring that each Additional User agrees to and complies with these Terms;
• The activities conducted by Additional Users under your Account;
• Payment of all fees, including any additional LLM Credits utilized by you and Additional Users under your Account;
• Managing Additional User access, including removing Additional Users from using the Platform under your Account.

5.6 Additional User

If you are an Additional User:

• You are bound by these Terms, other than any obligations to pay fees, which are the responsibility of the primary Account holder;
• You understand that your access may be terminated or suspended at any time by the primary Account holder (or by Supplier if the primary Account subscription is terminated or suspended in accordance with these Terms);
• We may delete any of your User Content, Outputs, and account data from our systems if the primary Account holder's subscription is terminated;
• If you terminate your Account, any AI Agents and tasks you have created, User Content submitted and Outputs generated, will remain on the Platform under the primary User's Account and may be used and controlled by the primary User;
• As between you and the primary Account holder, you consent to us assigning any copyright and other intellectual property in the Outputs to the primary Account holder;
• Your use of the Platform, including any alleged breaches of these Terms, and User Content and Outputs you create, may be disclosed to the primary Account holder.

5.7 Pooled LLM Credits

All LLM Credits allocated to your Subscription Plan are pooled and shared collectively among the primary Account holder and all Additional Users for that Account. Any user (primary or Additional User) of the Account may utilize the LLM Credits from the Pooled LLM Credits to conduct AI Agent tasks via the Platform. Once Pooled LLM Credits are used, the primary Account holder and Additional Users will not be able to conduct LLM tasks via the Platform until additional LLM Credits are purchased (see section 6.4) or a higher Subscription Plan is implemented by the primary Account holder.

5.8 Eligibility Requirements

You must meet the following requirements to create and maintain an Account (whether a primary Account holder or Additional User):

• You must be 18 years of age or the age of legal capacity in your jurisdiction;
• You must have the legal authority and capacity to enter into binding agreements; and
• You must reside in or have access to the Platform from a jurisdiction where its use is not prohibited.

In addition, if you are the primary Account holder and you are representing an organization, you have the authority to bind that organization to these Terms.

5.9 Account Registration and Security

When creating your Account, you will be asked to provide certain information, which must be accurate, current, and complete. You are responsible for:

• Maintaining the confidentiality of your Account credentials, including your password;
• Notifying the Supplier immediately of any unauthorized access or use of your Account;
• Accepting responsibility for all activity conducted through your Account, including if you are the primary Account holder, the activity of your Additional Users; and
• Ensuring that all Account information you provide remains accurate and up to date.

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6. FEES AND PAYMENT

6.1 Subscription Fees

Your subscription fee is determined by the Subscription Plan you select from time to time, as set out in Schedule 2.

6.2 Payment Terms

Subscription fees are paid in advance for the Subscription Period chosen. The initial Subscription Period begins on the date the primary Account is created (the "billing cycle date"), and fees for subsequent renewals must be paid on the relevant anniversary of the billing cycle date for the Subscription Period (i.e. on the same date each month (or the closest date to it) for monthly plans or on the annual anniversary of the Account creation date for annual plans). Fees are non-refundable except as expressly provided in these Terms or required by law. If there are changes to Subscription Periods (i.e. monthly to annual) or to the Subscription Plan (i.e. increase in tiers) at any time, they will be handled as follows:

Monthly Subscription Period changing to a higher monthly Subscription Plan tier:

If the primary Account holder changes from a lower monthly Subscription Plan tier to a higher monthly Subscription Plan tier:

• The billing cycle date will be aligned with the date on which you upgraded to the higher monthly Subscription Plan tier;
• You will receive the new monthly allocation of LLM Credits on that new billing cycle date; and
• You can keep all LLM Credits (to the extent not already used) previously allocated to you under the previous monthly Subscription Plan tier.

Annual Subscription Period changing to a higher annual Subscription Plan tier:

If the primary Account holder changes from a lower annual Subscription Plan tier to a higher annual Subscription Plan tier:

• The billing cycle date will be aligned with the date on which you upgraded to the higher annual Subscription Plan tier;
• You will receive the new monthly allocation of LLM Credits on that new billing cycle date, and each monthly anniversary of that date;
• You keep all LLM Credits (to the extent not already used) already allocated to you under the previous annual Subscription Plan as at the date on which you upgraded (but you will not receive any further LLM Credits under the previous annual Subscription Plan); and
• You will get a pro rata credit of the annual fee already paid for any full calendar months remaining in the annual Subscription Period for which you have not received any monthly LLM Credits, and this pro rata credit will be applied as a discount against the new annual Subscription Plan tier fee payable.

Monthly Subscription Period changing to an annual Subscription Period:

If the primary Account holder changes from a monthly Subscription Plan to an annual Subscription Plan:

• The billing cycle date will be aligned with the date on which you upgraded to the annual Subscription Plan;
• You will receive the new monthly allocation of LLM Credits on that new billing cycle date, and each monthly anniversary of that date; and
• You can keep all LLM Credits (to the extent not already used) allocated to you under the previous monthly Subscription Plan.

6.3 Direct Debit

You agree to pay the subscription fees by direct debit or such other means we may agree with you in writing. We use a third party payment processor to process subscription fees and any other fees charged under these Terms, and we do not store or handle credit card or bank account information directly.

6.4 LLM Credits

LLM Credits are consumed each time you use an AI Agent to perform a task. You must have sufficient LLM Credits to conduct AI Agent work. The amount of LLM Credits required to use each type of LLM from time to time is displayed within the Platform. If you require more LLM Credits, the primary Account holder will need to move to a higher Subscription Plan (or, at its discretion, Supplier may allow the primary Account holder to purchase additional LLM Credits at prices notified to them at the time of purchase). To the extent permitted by law, LLM Credits are non-refundable and on termination or expiry of the primary Account holder's subscription, any Pooled LLM Credits that are unused are forfeited. If your Account does not have sufficient Pooled LLM Credits to complete a requested LLM task, the Supplier may suspend that specific AI Agent task(s) until you have the necessary LLM Credits to undertake the task.

6.5 Taxes

All subscription fees and LLM Credit charges are exclusive of any applicable taxes, levies, or duties, including Australian Goods and Services Tax (GST). You are responsible for paying all applicable taxes, levies, and duties that apply to the fees, including GST, where applicable. Supplier will provide you with a tax invoice setting out the Fees and taxes, including GST payable.

6.6 Commission

You acknowledge and agree that we may receive commissions and rebates from third parties (such as LLMs) in connection with your use of the Platform (such as LLMs), and we may also pay a commission or rebate to a third party that refers or introduces you to the Platform.

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7. ACCEPTABLE USE POLICY

7.1 Prohibited Activities

You agree not to use the Platform, or permit any Additional User to use the Platform, for any unlawful, harmful, deceptive, abusive, or otherwise inappropriate purpose. Specifically, you must not:

• Use the Platform to generate, create or disseminate any Output or Content that is illegal, defamatory, obscene, threatening, harassing or abusive, or to conduct phishing, spam, or other deceptive or fraudulent activities;
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the underlying code or technology of the Platform (except to the extent this restriction is prohibited by applicable law);
• Attempt to gain unauthorized access to the Platform, LLMs, other user accounts or our systems;
• Upload or transmit viruses, malware, or any other harmful code to the Platform, or otherwise deliberately interfere with or disrupt the Platform;
• Circumvent or bypass any restrictions we impose on the use of the Platform or the LLMs;
• Upload User Content, or otherwise use the Platform to generate Outputs, that infringe any third party rights including intellectual property and privacy rights;
• Use the Platform to provide a bureau service or distribute it as a service without our prior written consent;
• Represent that an Output is human generated;
• Use the Platform to develop services which compete with our Platform;
• Access the Platform through automated means, whether through a bot, script or otherwise, except with our prior written consent;
• Conduct penetration or security testing of the Platform without our prior written consent.

7.2 Reporting

Without limiting our other rights and remedies, we may notify relevant government and enforcement bodies of any unlawful conduct or prohibited activities.

7.3 Reasonable Use

You agree to use the Platform in a reasonable manner consistent with the usage parameters for the level of Subscription Plan you are subscribed to, as described in Schedule 2. If you intend to materially change your Platform usage, please notify us at least 7 days' in advance so we can make any changes to the Platform or your Subscription Plan that may be required to accommodate the proposed usage.

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8. MONITORING, MAINTENANCE AND SUSPENSION

8.1 Monitoring

The Supplier may monitor your use of the Platform, and your account information, User Content and Outputs, for the following purposes:

• Providing technical support and troubleshooting;
• Detecting, preventing, and enforcing breaches of these Terms;
• Detecting, preventing, and addressing fraud, security, or technical issues;
• Complying with legal obligations; and
• Improving the Platform and services.

8.2 Suspension

The Supplier may immediately suspend your access to the Platform (in whole or part):

• To perform scheduled maintenance, emergency repairs, or security updates. The Supplier will provide prior notice on the Platform of scheduled maintenance periods;
• You or an Additional User breaches any material provision of these Terms;
• You or the relevant primary Account holder fails to pay fees owing under these Terms when due and payable;
• Your use of the Platform impairs the Platform's performance or availability for other users; or
• The Supplier reasonably believes your Account poses a security risk.

We will use reasonable endeavors to notify you of the suspension where practicable, and will promptly restore your access to the Platform once the issue giving rise to the suspension is resolved.

8.3 Throttle or Limiting Platform Use

We may throttle, limit or suspend your access to the Platform or certain features if your use is unreasonable, excessive or impairs the Platform's performance or availability for other users. We will provide prior notice where practicable, but may suspend access immediately if necessary to protect the Platform's integrity, security or other users' access.

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9. CONFIDENTIALITY, USAGE DATA, PRIVACY AND SECURITY

9.1 Confidentiality

Confidential information means any information disclosed by or on behalf of a party that is designated by that party as confidential, is by its nature confidential or the other party ought reasonable to know is confidential. Each party will comply with this section in relation to the other party's confidential information.

Our Obligations:

We will keep your confidential information, including User Content, Outputs and account information, confidential and will not disclose it to third parties except:

• As required to perform our obligations and exercise our rights under these Terms;
• As necessary to provide the Platform and related services including to our personnel and third party service providers (such as LLMs and technology providers); and
• If you are the primary Account holder, to the Additional Users, and if you are an Additional User, to the primary Account holder and the other Additional Users.

Your Obligations:

You agree to keep any of our confidential information we disclose to you confidential, and will only use it to the extent required to utilize the Platform and you will not disclose it to third parties except to the extent required for you to use the Platform.

Additional Disclosures:

In addition to the above, a party may disclose the other party's confidential information to its professional advisors on a confidential basis for the purposes of obtaining advice, and if required to comply with any law or court order.

Exceptions:

The restrictions in this section 9.1 do not apply to the extent the information is or comes into the public domain (other than through a breach of confidence).

9.2 Usage Data

The Supplier may collect data regarding your use of the Platform, including usage statistics, feature utilization, and performance metrics. The Supplier may use this data in aggregated and anonymized form (such that no individual user is identified or identifiable) including:

• To monitor, improve, optimize and develop the Platform and related services;
• To develop new features, products and services;
• To determine and rate popular features, use cases and LLMs and what types of tasks they are used for; and
• For other lawful business purposes.

This aggregated anonymized data may be shared with third parties, combined with other data sources, and used for these purposes without restriction.

9.3 Privacy

We may collect your personal information (such as name, email, address and other information you provide), as well as personal information of any Additional Users you refer to us if you are the primary Account holder. If you provide us with personal information of any other person in connection with your use of the Platform, you warrant that you have their consent to do so and that we can use it in accordance with these Terms. We use the personal information we collect for account related purposes (including billing), to provide the Platform and associated services and to communicate with you (including via electronic messaging such as SMS and email). We may disclose such information to our personnel, contractors and suppliers (including IT service providers and LLMs), and other users of your Account, in order to provide the Platform functionality and services you request and to perform our obligations and exercise our rights under these Terms. If you do not provide the personal information we request, you may not be able to create an Account or use the Platform (or certain functionality or features).

9.4 Storage and International Transfer

Your User Content and account data (including personal information) may be stored and processed on servers located outside Australia, including in the United States and other jurisdictions. You acknowledge that data protection laws and privacy regulations may differ in jurisdictions where your data is processed, and by using the Platform, you consent to data transfer and processing under those regimes.

9.5 Security Measures

We use reasonable efforts to implement physical, technical, and administrative safeguards to the extent required by applicable laws to help secure the Platform and User Content against accidental or unauthorized loss, access or disclosure. However, no system of data processing can be made entirely secure and impenetrable. Despite the Supplier's reasonable efforts, the Platform and User Content are not guaranteed against security threats, vulnerabilities, data breaches or unauthorized access.

9.6 Your Consent

By accepting these Terms, you consent to us collecting, using, disclosing and handling your personal information and User Content as set out in these Terms.

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10. INTELLECTUAL PROPERTY RIGHTS

10.1 IP

The Supplier and its licensors own all intellectual property rights, including copyright, in and to the Platform, including its code, architecture, design, user interface, and all features and functionality, including all updates and modifications to the foregoing. All intellectual property rights in third party LLMs and other third party technologies integrated with the Platform are owned by the respective LLM and technology providers.

10.2 License to Our IP

In addition to your limited right to access the Platform under section 5.3, if any of our pre-existing intellectual property rights are incorporated into any materials incorporated in or provided with any Outputs, we retain ownership of such intellectual property rights, but grant you a perpetual, non-exclusive, worldwide, royalty-free license to use such intellectual property rights to the extent required to use any such Outputs for lawful purposes.

10.3 User Content

As between you and Supplier, you own and retain all intellectual property rights in and to your User Content. You also warrant that you have all rights, and obtained all authorizations and consents required by law from any third parties, in relation to the User Content and to upload it and for it to be used by us in accordance with these Terms. By uploading or submitting User Content to the Platform, you grant the Supplier a worldwide, non-exclusive, royalty-free license (including the right to sub-license) to use, copy, modify, transmit, store, disclose and display your User Content:

• As reasonably required to provide the Platform and related services and functionality, including to disclose User Content to third party LLMs to perform AI Agent tasks and to other shared users of the Account (i.e. the primary Account holder and any Additional Users);
• As necessary for Supplier to perform its obligations and exercise its rights under these Terms; and
• As required to comply with applicable laws.

10.4 Output

Subject to sections 10.1 and 10.2:

• If you are the primary Account holder, to the extent that the Supplier acquires any intellectual property rights in any Outputs (if any) that are generated in response to your or your Additional User's User Content, the Supplier hereby assigns all such intellectual property rights to you immediately upon creation; and
• If you are an Additional User, you consent to Supplier assigning any intellectual property rights under sub-section (a) that Supplier may have in Outputs to the primary Account holder, even if Additional User's prompts or other User Content was used to generate the Outputs.

10.5 Feedback

If you provide us with any feedback, suggestions, ideas, improvements, or other communications regarding the Platform (whether solicited or unsolicited), you grant us a worldwide, irrevocable, perpetual, royalty-free, transferable license to use, incorporate, and commercialize all such feedback for any purpose, including to improve the Platform, develop new products and services, and for any other business purposes. The provision of feedback is entirely voluntary, and we are not under any obligation to use, acknowledge, or hold feedback in confidence under section 9.1 or otherwise.

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11. AUSTRALIAN CONSUMER LAW AND DISCLAIMERS

11.1 Definitions

In these Terms, "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of state and territory fair trading legislation, and the terms "Consumer" and "Consumer Guarantees" have the meaning given to them in the Australian Consumer Law.

11.2 No Exclusion of Consumer Guarantees

The Australian Consumer Law provides Consumers with a number of protections, including the Consumer Guarantees, which cannot be excluded, restricted, or modified. Nothing in these Terms has the effect of excluding, restricting, or modifying a Consumer's rights under the Australian Consumer Law or any other statutory rights which cannot be excluded, restricted, or modified. However, where the Australian Consumer Law permits a supplier of goods or services to limit its liability for a failure to comply with a Consumer Guarantee, the Supplier limits its liability in accordance with section 11.4.

11.3 Exclusion of Certain Warranties

All implied terms, conditions, guarantees, and warranties which otherwise might apply to or arise out of these Terms are excluded other than:

• Those expressly set out in these Terms; and
• Any term, condition, guarantee, or warranty which cannot lawfully be excluded or modified by agreement, including those under the Australian Consumer Law (collectively, "Non-Excludable Terms").

11.4 Limitation of Liability for Non-Excludable Terms

To the maximum extent permitted by law (but subject to section 11.2), if the Supplier is liable for a breach of a Non-Excludable Term, and where it is lawfully permissible to limit liability for such Non-Excludable Term, the Supplier's liability is limited (at its option, acting reasonably) to:

• In the case of services, the re-supply of the services or payment of the cost of having the services resupplied; or
• In the case of goods, the replacement or repair of the goods, or payment of the costs of replacing or repairing the goods.

11.5 Disclaimers

To the extent permitted by law and without limiting section 11.2, the Supplier makes no representations or warranties that:

• The Platform will be error-free, uninterrupted, or available at all times or meet your specific requirements;
• Outputs generated by LLMs will be accurate, current, up to date, complete, appropriate, or suitable for your intended purpose;
• Third party integrations, including LLMs, will function without error;
• Any User Content or Outputs will not infringe third party intellectual property rights; and
• The Platform, or any User Content or Outputs, will be free from viruses, malware or other harmful components.

11.6 Nature of LLM Outputs and User Responsibility

You acknowledge that given the nature of LLMs, the Outputs:

• May contain errors, may not be unique, may contain hallucinations and made up information, and may be similar to or derived from training data that includes third party content; and
• May not reflect correct, current or complete information.

You acknowledge that Outputs must not be relied upon as professional advice and must be reviewed in consultation with qualified professional advisors before you use it for any consequential decisions.

You agree that you will independently review the Outputs before use and for any third party infringement or breach of law that may result from your use of any Outputs.

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12. LIMITATION OF LIABILITY

12.1 Mutual Limitation and Exclusion of Liability

To the maximum extent permitted by law (but subject to sections 11.2 and 12.2):

• A party is not liable for any indirect or consequential loss or damage suffered or incurred by the other party in connection with these Terms and / or the Platform, whether arising under contract, tort (including negligence), statute or otherwise, even if the party has been advised of the possibility of such loss or damage; and
• A party's total aggregate liability to the other party for all loss and damage arising out of or in connection with these Terms or the use and provision of the Platform, whether arising under contract, tort (including negligence), statute or otherwise, shall not exceed the amount which is equal to the total subscription fees paid by you to us in the 3 months preceding the claim.

12.2 Exceptions

Nothing in these Terms limits or excludes a party's liability:

• Under an indemnity given by that party under section 13;
• For infringement of the other party's intellectual property rights;
• For wilful misconduct or fraud;
• For fees due and payable under these Terms; or
• For liability that cannot be lawfully excluded or limited.

12.3 Third Party Caused Issues

You acknowledge that our Platform passes through LLM and other functionality to you which is made available to us on terms which disclaim and limit the third party provider's liability. If you suffer loss or damage related to the performance or failure of a third party referred to in Schedule 1 ("third party caused issue"), if we receive a remedy from that third party provider (such as service credit, rebate, or refund) in relation to that third party caused issue, we will pass through to you any such remedy received (if any) to the extent it relates to your use (and if such remedy relates to multiple users, you will receive a proportionate allocation). To the extent permitted by law, this is our sole remedy to you for any third party caused issue, and you release us from any other claims arising from any third party caused issue.

12.4 Assumption of Risk

You acknowledge that the Supplier's liability limitations and exclusions reflect the risk allocation between the parties and the pricing of the Platform.

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13. INDEMNITIES

13.1 You Indemnify Us

You agree to indemnify us from and against any claims, damages, losses, liabilities and expenses (including reasonable legal fees) arising out of or related to:

• Any allegation or claim against us by a third party that the User Content or account information you provide, when used by us in accordance with these Terms, breaches any laws or infringes any third party rights (including intellectual property rights and privacy rights);
• Any allegation or claim against us by a third party as a result of your breach of these Terms, including the Third Party Terms.

13.2 We Indemnify You

We agree to indemnity you from and against any claims, damages, losses, liabilities and expenses (including reasonable legal fees) arising out of or related to any allegation or claim against you that your use of the Platform (excluding any Outputs or User Content) in accordance with these Terms infringes any third party intellectual property rights.

13.3 Indemnification Process

A party seeking indemnification under this section must:

• Promptly notify the indemnifying party in writing of any claim for indemnification;
• Give the indemnifying party control of the defense and/or settlement of the claim;
• Fully co-operate and provide all reasonable assistance to the indemnifying party in the defense or settlement of the claim.

13.4 Proportionate Reduction

An indemnifying party's liability under an indemnity will be proportionately reduced to the extent that the indemnified party's breach of the Terms, or its negligence or wilful misconduct, contributed to the claim, damage, loss or expense.

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14. TERMINATION

14.1 Termination by You

You may terminate your Account / subscription:

• If you are the primary Account holder, for any reason at any time by providing notice to the Supplier through your Account dashboard or by sending us written notice to info@aionix.io. Your subscription will expire at the end of the current annual or monthly Subscription Period (and you and your Additional Users will continue to have access to the Platform via your Account until the end of that Subscription Period), and no further charges will be incurred after that date;
• If you are an Additional User under a primary Account, for any reason at any time by requesting that the primary Account holder delete your account or by sending us written notice to info@aionix.io. Your subscription will end on the next billing cycle date, the date the primary Account holder removes you (or replaces you with another Additional User) from within their Account or when we otherwise delete your sub-Account (whichever is the earlier);
• Immediately on written notice if we commit a breach of these Terms and we fail to rectify the breach within 14 days' of receiving written notice from you; or
• Pursuant to sections 1.4 and 4.2 where applicable.

14.2 Termination by the Supplier

We may terminate your Account / subscription:

• Immediately on written notice if you are in breach of these Terms (including the Third Party Terms) and you fail to rectify the breach within 14 days' of receiving written notice;
• For any reason on at least 60 days' written notice to you, and your subscription will continue until the expiry of your current Subscription Period.

14.3 Effects of Termination

Upon termination or expiration of your Account / subscription:

• Your access to the Platform will cease;
• If you are the primary Account holder, the accounts of any Additional Users will also terminate and their access to the Platform will cease;
• We will within a reasonable time (as determined by Supplier) permanently delete all stored User Content, Outputs, and account data relating to your Account from our systems in accordance with our policies and procedures. Notwithstanding the foregoing, we may retain any User Content, Outputs and account data that we are required by law to retain, provided that we will keep such information and data confidential and will delete it once we are no longer required by law to retain it; and
• Sections of these Terms that by their nature survive termination continue in force and effect.

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15. GENERAL

15.1 Governing Law and Jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of New South Wales, Australia, and each party submits to the exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

15.2 Force Majeure

A party will be relieved from performance of its obligations (other than a payment obligation) under these Terms to the extent that it is unable to perform those obligations due to a force majeure event. A "force majeure event" means an event or circumstance over which a party could not reasonably have exercised control including, but not limited to, an act of God; fire; lightning; explosions; flood; subsidence; insurrection or civil disorder or military operations; sabotage; acts of terrorism; telecommunications infrastructure or network failures; government sanctioned restrictions and orders; epidemics and pandemics; strikes; lock-outs or other industrial disputes of any kind.

15.3 Severability

If any provision of these Terms is held to be invalid, unenforceable, or illegal by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if not possible, shall be severed. The remaining provisions shall continue in full force and effect.

15.4 Waiver

No waiver of any provision, breach, or default of these Terms is effective unless expressly made in writing by the party giving the waiver. The failure of a party to enforce any provision of these Terms does not constitute a waiver of that provision or of the right to enforce it at a later time.

15.5 Assignment

A party must not assign its rights under these Terms without the prior written consent of the other party. Notwithstanding the foregoing, we may assign and novate our rights and obligations under these Terms to an affiliate or to any third party purchaser of the business of the Supplier, and will provide written notice if we do so.

15.6 Subcontracting

We may sub-contract the performance of our obligations under these Terms.

15.7 Notices

Any notice required under these Terms must be provided in writing. Notices to the Supplier may be sent to the Supplier's email in section 16 below. Notices to you may be sent by us to the email address associated with your Account and any other lawful means.

15.8 Interpretation

In these Terms the following rules of interpretation apply unless the contrary intention appears:

• The words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
• A reference to:
  • A person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
  • "Parties" means both Supplier and User, and "party" means any one of them;
  • A party includes its successors, permitted assigns and permitted persons substituted by novation;
  • A law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
  • Writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes email transmissions;
  • A right includes a benefit, remedy, discretion or power;
  • Time is to local time in Sydney, Australia; and
  • A monetary amount is to United States dollars (USD).

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16. CONTACT INFORMATION AND SUPPORT

For questions, concerns, complaints, or support requests related to these Terms or the Platform, please contact us via email at: info@aionix.io

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SCHEDULE 1: THIRD PARTY TERMS

Anthropic:

• https://www.anthropic.com/legal/aup
• https://www.anthropic.com/legal/consumer-terms

OpenAI:

• https://openai.com/policies/service-terms/
• https://openai.com/policies/row-terms-of-use/
• https://openai.com/policies/usage-policies/

Perplexity:

• https://www.perplexity.ai/hub/legal/perplexity-api-terms-of-service
• https://www.perplexity.ai/hub/legal/aup
• https://www.perplexity.ai/hub/legal/perplexity-api-terms-of-service-search

Google:

• https://developers.google.com/terms
• https://developers.google.com/terms/api-services-user-data-policy
• https://ai.google.dev/gemini-api/terms
• https://gemini.google/policy-guidelines/
• https://ai.google.dev/gemini-api/docs/usage-policies

Mistral:

• https://legal.mistral.ai/terms/row-consumer-terms
• https://legal.mistral.ai/terms/usage-policy

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SCHEDULE 2: SUBSCRIPTION DETAILS

Monthly Subscription Plans

Subscription Plan	Monthly Fee (ex GST per User)	Included LLM Credits per User per Month	Total Users	Features
Tier 1 (Basic)	Nil	150 LLM Credits	1 user (primary Account holder only)	See aionix.io for inclusions and exclusions for each tier
Tier 2 (Starter)	8 USD	300 LLM Credits	Up to 3 users (primary account holder + 2 Additional Users)
Tier 3 (Standard)	20 USD	1000 LLM Credits	Up to 10 users (primary Account holder + 9 Additional Users)
Tier 4 (Pro)	30 USD	1700 LLM Credits	Up to 40 users (primary Account holder + 39 Additional Users)

Annual Subscription Plans

Certain Subscription Plan tiers are also offered as an annual subscription. If you enter into an annual Subscription Period, the fees are as follows and are payable up-front:

Subscription Plan	Annual Fee (ex GST per User)
Tier 3 (Standard)	240 USD
Tier 4 (Pro)	360 USD

The Pooled LLM Credits for annual Subscription Plans are allocated on a monthly basis (based on how many users are signed up to that Account), with the first monthly allocation of LLM Credits being provided on the billing cycle date for the annual Subscription Period and each monthly allocation being provided on each monthly anniversary of the billing cycle date (or the closest date to it).

Those on an annual Subscription Plan may purchase additional LLM Credits if they run out. The price for any additional LLM Credits will be notified to you within the Platform at the time you make such purchase.

Other Terms

If Additional Users are added during a Subscription Period, the monthly or annual fee (and associated LLM Credits to be allocated) will be pro-rated to align with the current billing cycle date for the Subscription Period of the primary Account holder's Subscription Plan.

The primary Account holder may elect to move up to a higher Subscription Plan tier (i.e. tier 3 to 4), but except in exceptional circumstances (at the discretion of the Supplier), cannot move to a lower Subscription Plan tier than it is currently on.

If you are subscribed to an annual Subscription Period, you cannot change to a monthly Subscription Period.

Reasonable Usage Parameters

Usage within the following parameters will be considered reasonable use for each Subscription Plan:

• Using on average 20 LLM Credits or less per Account user per day

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END OF TERMS OF SERVICE

For additional information or support, please contact info@aionix.io