Effective date: 1 October 2026

Please read the below Terms of Service carefully. They govern your commercial relationship with us and set out legally binding provisions which regulate access to and use of Marloo, our AI-assistant.

Terms of Service

Welcome to Marloo. Marloo is a software service operated by Marloo AU Pty Ltd ("Company", "we", "our" and "us") a company incorporated in Australia with ACN 700 023 454 whose registered office is at 121 Castlereagh St, Sydney NSW 2000.

When you register a Marloo User Account, or access or use Marloo, you enter into a legally binding contract ("Agreement") between us and you ("you" or "your") in respect of your use of Marloo (defined below), to which these Terms of Service ("Terms") apply. If you don't agree to these Terms, you cannot sign up to Marloo.

If you sign up for Marloo as a Customer (as defined below):

(a) you represent and warrant to us that you are an authorised representative of the company or other legal entity with authority to bind the company or other legal entity to these Terms and to use Marloo on its behalf;

(b) you must ensure that each person who is authorised by the Customer to access Marloo, or otherwise accesses Marloo in connection with the Customer's business, has their own Marloo User Account and that they do not share their account credentials with anyone else;

(c) if the company or other legal entity on whose behalf you are acting does not agree to be bound by these Terms, or you are not authorised to enter into agreements on behalf of such company or other legal entity, you may not register for Marloo as a Customer, or access or use Marloo on behalf of the company or other entity;

(d) other than in respect of paragraphs (a), (b) and (c) above, and the payment provisions set out in clauses 3.3 and 3.4 and clause 10.2, all of which shall apply only to the Customer, references to "you" and "your" in these Terms refer to both Customers and Users.

1. How to read these Terms of Service

(a) Terms in bold or defined in clause 1(e) below, have specific meanings given to them in these Terms.

(b) Headings may assist you, but they are for reference only and are not binding.

(c) These Terms contain hyperlinks which may take you to additional documents or webpages that you should also read, including our Privacy Policy;

(d) In these Terms (i) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (ii) a reference to "party" is to you or us as the context dictates and a reference to "parties" is to both you and us; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (iv) unless the context otherwise requires, references in these Terms to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and (v) these Terms are to be construed without regard to any presumption or rule requiring construction or interpretation against the party who drafted a provision or caused a provision to be drafted.

(e) Definitions:

Adapted Software means all software resulting from the AI System learning or evolving including modifications or adaptations to the AI System, including any AI System Data.

AI System means the Software, together with such third-party software code or applications owned by third parties and supplied alongside the Software, the training data used by Company to train the AI System and the Adapted Software.

AI System Data means any data produced by and resulting from your use of the AI System or the training of the AI System, and which are stored, contained or embedded in the AI System or its underlying model(s), including any statistical and aggregated data.

Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Claim means a claim, occurrence, action, cause of action (whether at law or in equity), debt, damage, demand, offset, payment, royalty, cost, legal costs, obligation of every kind and nature, right, liability, charge, expense, contract, promise, or agreement, any claim for contribution or indemnity, and any claim for Consequential Loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise, or other claim for incidental or consequential compensation, howsoever caused, regardless of the legal theory upon which it is based (e.g. in contract, tort, breach of statutory duty or common law cause of action), whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated.

Confidential Information means non-public information disclosed by one party to the other under or in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was rightfully known to the receiving party before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Consequential Loss means any consequential, indirect, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of or unauthorised access to or alteration, deletion of, or failure to store, content or data, or for loss of or damage to goodwill, whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not, which you may directly or indirectly suffer in connection with the use of Marloo or any linked website, even if advised of the possibility of such damages.

Customer means the person or entity whose business is entering into these Terms, and who is responsible for paying the Subscription Fees in respect of a paid plan.

Customer Data means all data uploaded or made available by you into Marloo or otherwise provided to us under or in connection with this Agreement, including your Confidential Information.

Customer Materials means any Customer Data, and any other materials supplied by you to us under or in connection with this Agreement.

Generative AI has the meaning set out in clause 9.

Indemnified Parties means each of the Company's directors, officers, employees, personnel, agents, contractors and related bodies corporate (within the meaning of section 50 of the Corporations Act 2001 (Cth)).

IPRs or Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Loss means any damage, loss, injury, cost, expense or liability of any kind incurred by the person concerned, including reasonable legal costs and disbursements, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and Losses has a corresponding meaning.

Marloo means the applications, database, system, server software, AI Systems, hardware, all content, images, text, source code, and object code, as well as desktop, mobile versions, chrome extensions, associated smartphone applications (including but not limited to applications for iOS and Android), to which access is provided to you when you subscribe for a subscription.

Marloo User Account means an account created by a User who has registered for access to the features, tools and content available on Marloo.

Non-Excludable Guarantee means any condition, warranty, guarantee, right or remedy implied or imposed by the Australian Consumer Law including rights provided by ss51-62 of the ACL, or another applicable law that cannot lawfully be excluded, restricted or modified.

Privacy Act means the Privacy Act 1988 (Cth), including the Australian Privacy Principles set out in Schedule 1 to that Act.

Privacy Policy means the Marloo Privacy Policy located on our Site at https://www.marloo.com/au/privacy-policy.

Providers has the meaning set out in clause 9.1(b).

Recording means any audio, video, transcript or other capture of a meeting, call or other communication initiated through or captured by Marloo, regardless of the means or platform by which it is captured.

Renewal Date means the date on which the subscription renews which, unless otherwise amended by the Customer, shall be immediately following expiry of each Subscription Term.

Site means Company's websites, including: https://www.marloo.com; https://www.gomarloo.com; https://app.marloo.com.

Software means the software applications owned by Company.

Subprocessor means any third party engaged by the Company to process Customer Data in connection with the provision of Marloo, as listed from time to time at https://trust.marloo.com/subprocessors.

Subscription Date means the date on which your subscription will start, which may be immediately after a free trial period, or such other date that you select.

Subscription Fees means any fees payable under these Terms.

Subscription Term means the period described on the Site and selected by you when you register a subscription.

User means an individual who has created a Marloo User Account and has been granted access to Marloo, whether through a free trial or paid subscription subscribed for by the Customer.

2. Using Marloo

(a) In order to use Marloo, you must register a Marloo User Account. Users are those who have registered a Marloo User Account. Only Users may access Marloo. Registration is only available to business users who are at least 18 years of age and have the ability to enter into legally binding contracts.

(b) During the registration process you will be required to provide your name, email address and any other details requested by us, including personal information. You must provide accurate and appropriate User details, including providing a valid email address, and to keep any passwords, tokens and account access links confidential.

(c) Your Marloo login credentials will be generated upon completion of your Marloo User Account registration. You must not share these credentials with any other person. A Marloo User Account cannot be shared or transferred. You must immediately notify us if you become aware of any unauthorised use of your Marloo User Account.

(d) If any of your contact details or other information which you have provided during the registration process change, you must promptly update these details in your Marloo User Account with your up-to-date details and information.

3. Subscriptions

3.1 Subscription offerings

(a) We offer Pro, Team and Enterprise Marloo subscriptions. You can learn more about our subscription plans at https://www.marloo.com/pricing. Please note that we reserve the right to change our pricing and subscription offerings at any time. If you are on a subscription plan, changes to pricing will not apply to you until your next Renewal Date.

3.2 Free trials

(a) Where we notify you that you are entitled to use Marloo for a free trial, we will notify you of the duration of such free trial in writing.

(b) If you do not provide valid credit card details prior to the end of any free trial period, your free trial will end on expiry of the free trial period.

(c) You can cancel your free trial at any time through your Marloo account settings, or by sending an email to support@gomarloo.com.

(d) We may in our sole discretion, cancel your free trial for any reason (including where we believe that there has been an abuse of the free trial, creating accounts with temporary and disposable emails and/or creating accounts from the same IP address) without prior notice and without liability to you, to the extent permitted under applicable law.

(e) No express or implied warranties shall apply to you under the free trial, and no technical support will be offered, and Marloo is provided on an as-is basis with all defects and faults. You acknowledge that the free or trial period is provided for evaluation purposes only and accept all risks associated with the use of Marloo during this period. To the maximum extent permitted by law, we shall not be liable for any Loss (including Consequential Loss), arising out of or in connection with the use of Marloo during the free or trial period. You release and indemnify us and our Indemnified Parties in respect of any Loss that we may incur and/or Claims you (or your clients or customers) may have against us in respect of your use of Marloo during a free or trial period.

3.3 Subscription fees

(a) Unless otherwise expressly stated to include taxes, all Subscription Fees exclude GST and any other applicable taxes, duties and charges, at the applicable rate due from time to time. You are responsible for any such taxes. If GST is payable on a supply made under this Agreement, the Customer must pay us an additional amount equal to the GST payable on that supply, at the same time as the relevant Subscription Fees are payable, and we will issue a tax invoice for that supply.

(b) You will be asked to provide valid credit card details on or before the Subscription Date.

(c) We will charge the credit card for the applicable Subscription Fees on the Subscription Date, and thereafter on each Renewal Date until your subscription is terminated.

(d) You warrant that you are the Customer and that the credit card details provided by you are your own, or that you have permission from the card owner for the payment of all Subscription Fees payable by the Customer to be paid using that credit card.

(e) All credit card details are held by Stripe, Inc., and all payments are processed by Stripe and are subject to the terms, conditions and privacy policies of the Stripe entity that provides payment services in respect of your subscription. The only credit card details we have access to, other than the amount of the payments, is the name on the card, the last 4 digits, the type of card, the card issuer and the expiry date. We are not liable for delays, faults, or unauthorised access caused by Stripe's performance. By using Stripe, you acknowledge these risks, make an independent assessment of its suitability, and agree to comply with its terms and privacy policies. Additionally, you indemnify us and our Indemnified Parties for any Loss incurred due to your breach of Stripe's terms and privacy policies.

3.4 Subscription Term

(a) Each subscription will commence on the Subscription Date and will continue for the Subscription Term selected by you during registration.

(b) Each subscription will be renewed automatically for successive periods of the same length as the initial Subscription Term selected during registration, until terminated in accordance with clause 3.5.

(c) Your subscription renews automatically at the end of each Subscription Term at the then-current list price, and we will charge your nominated payment method on each Renewal Date without further authorisation from you until you cancel. The recurring charge amount and frequency are shown at signup and in your Marloo account. You may cancel at any time through your Marloo account settings or by contacting support@gomarloo.com. Cancellation takes effect at the end of your current Subscription Term and you will retain access until then. Except as otherwise provided in this Agreement or where required by law, Subscription Fees already paid are non-refundable.

(d) If you are the Customer, you can change your Subscription Term or type via your Marloo account. Subscription type changes take effect immediately. Subscription Term changes take effect at the end of the current Subscription Term.

3.5 Subscription Termination

(a) If the Customer fails to pay any Subscription Fees on or before the Subscription Date or any Renewal Date, we may terminate your subscription, and terminate all rights of Users associated with such subscription, to use and access Marloo.

(b) Your subscription will be terminated in the event of any termination of this Agreement pursuant to clause 12.

4. Access to Marloo

4.1 Grant of Rights

(a) Subject to the payment of all Subscription Fees by the Customer and all other provisions of these Terms by the Customer and you, throughout the applicable Subscription Term, the Company grants you a non-exclusive, non-assignable, non-sub-licensable, revocable right to access and use Marloo for the Customer's internal business purposes.

(b) The rights granted by the Company to you under clause 4.1(a) are subject to the following limitations:

(i) Marloo may only be used by Users who are either a sole trader Customer, or are officers, agents, employees or representatives of the Customer;

(ii) you must not permit any unauthorised person or application to access or use Marloo;

(iii) you must not rent, lease, sell, distribute, or sublicense your right to access and use Marloo;

(iv) you must not make any alteration to Marloo, except as expressly authorised by us;

(v) you are not granted a right to the source code of the Software or any other part of Marloo; and

(vi) you must not conduct or request that any other person conduct any load testing or penetration testing of Marloo without the prior written consent of the Company.

5. What you cannot do with Marloo

Your use of Marloo is subject to compliance with these Terms. It is unreasonable to, and you must not:

(a) use Marloo to violate all or any legal rights of any person or company or other entity in any jurisdiction;

(b) use Marloo in connection with crimes such as theft and fraud;

(c) use Marloo in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property, and laws relating to spam or privacy;

(d) use Marloo to make fraudulent offers of goods or services;

(e) use Marloo to create, store, disclose or transfer content that is unlawful, harmful, obscene, an infringement of third-party IPR, harassing or offensive;

(f) use Marloo in breach of any person's privacy (such as by way of identity theft or "phishing");

(g) reveal your account password to others or allow use of your account by others;

(h) use another person's name, username or password or otherwise attempt to gain access to the account of any other person;

(i) use Marloo to develop a product or service that competes with Marloo;

(j) use Marloo to modify, copy, prepare derivative works of, decompile or reverse engineer any content or software contained in Marloo;

(k) sell, license or exploit for any commercial purposes, any third-party owned IPR that you obtain from, through or via Marloo, except where you otherwise have the consent of the owner of the IPR therein to do so;

(l) sell, rent, lease, license, sublicense or exploit for any commercial purposes any of our IPR;

(m) resell access to Marloo or to any of the functionality made available in Marloo;

(n) take actions that place unreasonable or excessive loads on our systems and servers;

(o) take any action that degrades the operational performance of Marloo;

(p) use Marloo to interfere with or deny service to anyone;

(q) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of Marloo;

(r) send unsolicited email messages through or to users of Marloo in breach of applicable laws including but not limited to the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth);

(s) use Marloo to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;

(t) use Marloo to carry out security breaches or disruptions of network communication. "Security breaches" include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data. For the purposes of this clause, "security breaches" includes, but is not limited to, network sniffing, ping floods, packet spoofing, denial of service, and forged routing information for malicious purposes;

(u) use Marloo to execute any form of network monitoring that will intercept data not intended for you;

(v) use Marloo to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;

(w) use any scraper, robot, spider, crawler or other automated device to copy any part of, or content on, Marloo;

(x) introduce malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, email bombs);

(y) infect our systems, servers or Marloo with any programming routines (such as viruses, worms, time bombs, etc.) that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;

(z) use Marloo or assist, encourage or enable others to use Marloo in a manner prohibited under this clause 5.

Without affecting any other remedies available to us, we may permanently or temporarily remove or disable access to unacceptable content or terminate or suspend a User's account or access to Marloo, without liability, and with prior notice where reasonably practicable, if we reasonably determine that a User has violated any provision of this clause 5. You agree to cooperate with us to investigate and remedy any violation.

6. Service availability

6.1 Availability

We will use reasonable endeavours to keep Marloo operational at all times, but Marloo is provided on an "as available" basis.

You acknowledge and agree that:

(a) Marloo will only be accessible using the Internet and operates from servers owned and controlled by third parties, putting some functions, such as cloud services for servers, data storage, and backup, beyond our control;

(b) Marloo may occasionally, without notice, be disrupted or limited. During such interruptions, we will endeavour to restore access promptly. We shall have no liability for any Claims or Loss arising from such interruptions;

(c) Marloo may become inaccessible for necessary upgrades, maintenance, or updates. Although we'll make efforts to notify you beforehand, it may not always be feasible. We shall have no liability for any Claims or Loss during such periods;

(d) Unless otherwise agreed with you, in the event of unforeseen circumstances, we reserve the right to modify, suspend, or cancel any part of Marloo immediately;

(e) We offer no guarantee that any specific component of Marloo will always be available.

6.2 Service Errors

To the fullest extent permitted by applicable law, all warranties, representations, conditions, and any other terms implied by statute or common law are excluded from this Agreement. You acknowledge that Marloo may contain technical or administrative errors, and, except for any rights that cannot be excluded by law, we do not warrant that Marloo, your data, or access to either will be uninterrupted or error-free. Subject to our obligations under clause 6.4 and clause 8.1(a), you release and indemnify us and our Indemnified Parties from any Loss we may incur and/or any Claims you (or your clients or customers) may have against us arising from any interruption, error, or unavailability of Marloo or your data.

We reserve the right to rectify any errors or update Marloo at our discretion, including without prior notice where reasonably necessary to protect our legitimate commercial interests. We do not hold responsibility for errors in information provided by other users of Marloo.

6.3 Variations to the Service

Unless otherwise agreed with you, we hold the right to modify, add, suspend, or remove any component of Marloo at any time, at our sole reasonable discretion. Changes to Marloo do not entitle you to refunds of Subscription Fees already paid. Where a change would materially and adversely affect the functionality of Marloo relied on by the Customer, we will give the Customer not less than 30 days' prior written notice, and the Customer may terminate this Agreement on written notice given before the change takes effect, in which case we will refund Subscription Fees paid in advance for the unexpired portion of the then-current Subscription Term.

6.4 Security Incident Notification

(a) If we become aware of a confirmed security incident resulting in unauthorised access to, unauthorised disclosure of, or loss of, Customer Data (a "Security Incident"), we will notify the Customer in writing without undue delay.

(b) The notification will include, to the extent then known: (i) a description of the Security Incident; (ii) the categories of Customer Data affected; (iii) the steps we are taking to investigate, contain and mitigate the Security Incident; and (iv) a point of contact for further information.

(c) We will provide reasonable cooperation to assist the Customer in meeting any obligations the Customer may have in connection with the Security Incident, including under Part IIIC of the Privacy Act (the Notifiable Data Breaches scheme), any notification obligation to the Office of the Australian Information Commissioner or to affected individuals, and applicable law, including where the Customer holds an Australian financial services licence, any reporting obligation under section 912DAA of the Corporations Act 2001 (Cth).

(d) Each party will comply with its own obligations under Part IIIC of the Privacy Act in respect of any eligible data breach.

(e) This clause 6.4 does not constitute an acknowledgment of fault or liability by us in respect of any Security Incident.

7. Intellectual Property Rights

Please read this clause about Intellectual Property Rights (IPRs) carefully.

In this clause 7, "You" refers to each individual that holds a Marloo User Account.

7.1 Retention, Assignment and Licence of Intellectual Property Rights

(a) Save as expressly set out below, you and we agree and acknowledge that these Terms do not transfer or assign any IPRs from any party to any other party.

(b) As between you and us, we own all IPRs in Marloo, including any modifications or enhancements thereof. To the extent necessary and possible, you hereby assign all such IPRs to the Company, absolutely with warranty of title, free and clear of all encumbrances.

(c) You acknowledge and agree that you have no rights in Marloo or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms.

(d) You must not take any step to invalidate or prejudice our (or our licensors') IPRs in Marloo or any other IPR owned by us. You must not register any security interest over your rights under these Terms, or over any Customer Data, on the Personal Property Securities Register.

(e) As between you and us, you own the IPR in all Customer Materials that you upload into Marloo or otherwise provide to us in any format.

(f) Subject to the terms of this Agreement and payment of the Subscription Fees, the Company hereby assigns to either: (i) you (where you are a sole trader); or (ii) the company or other entity on whose behalf you have entered into this Agreement; all right, title and interest in and to the outputs generated in response to your use of Marloo.

(g) You agree that any IPRs in any comments that you may provide to us in connection with Marloo, or requests for new Marloo features (each, an "Improvement Suggestion") become our sole and exclusive property immediately upon you uploading or posting that Improvement Suggestion to Marloo or otherwise providing the Improvement Suggestion to us, and you hereby assign all IPRs in all and any such Improvement Suggestions to us, effective as soon as you provide each Improvement Suggestion to us or upload or post an Improvement Suggestion to Marloo, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. You consent, for the purposes of Part IX of the Copyright Act 1968 (Cth), to the infringement by us and any third-party we authorise of all moral rights that you may have in any Improvement Suggestions, and you will use reasonable endeavours to procure the consent of any other author of an Improvement Suggestion to the same.

(h) We will indemnify you from all and any Loss that you incur as a result of a third-party claim that Marloo infringes the IPR of any third-party, except to the extent caused by your breach of clause 7.2(a) or any other breach of this Agreement by you. This indemnity does not apply to Claims arising out of: (i) your use of Marloo in combination with materials, software or services not provided or recommended by us, where the infringement would not have occurred but for that combination; (ii) modifications to Marloo not made by or on behalf of us; or (iii) your continued use of an allegedly infringing version of Marloo after we have provided a non-infringing alternative.

7.2 Customer Materials and Copyright

(a) You may upload Customer Materials that you own or that you have a right to use into Marloo. Uploading any of your Customer Materials into Marloo will not alter the ownership or any copyright that subsists in such Customer Materials.

(b) You warrant that with respect to any of your Customer Materials that you upload into Marloo, disclose, distribute, share, or amend within Marloo, you are fully entitled to do so, or authorise others to do so, without infringing the IPRs or other rights of any third-party; and our collection, use, storage, and/or disclosure thereof in the course of providing Marloo will not breach any applicable law or right of any person.

(c) You are solely responsible for the accuracy, legality, and quality of your Customer Materials and for obtaining any permissions, licences, rights, and authorisations necessary for us to use, host, transmit, store, and disclose your Customer Materials in connection with the provision of Marloo. Where any Customer Materials contain personal information about a person other than you, you are responsible for ensuring that the collection, use and disclosure of that personal information complies with the Privacy Act, including the notification requirements in Australian Privacy Principle 5.

(d) You grant the Company a non-exclusive, worldwide, royalty-free licence to use, reproduce, distribute, and amend your Customer Materials as required for the Company to provide Marloo, to perform the Company's normal operations and to exercise or perform the Company's rights, remedies, and obligations under this Agreement.

7.3 Third-Party Materials and Copyright

You hereby indemnify us and our Indemnified Parties from all and any Loss that we or any of our suppliers incur in respect of any third-party claim that our possession or use of the Customer Materials infringes the IPRs or other rights of that third party.

7.4 Recording of communications and consent

(a) Marloo captures Recordings of meetings, calls and other communications. Recording is initiated by, and at the direction of, the Customer (or a User acting on behalf of the Customer). The Customer is responsible, in respect of every Recording captured through Marloo, for: (i) determining whether the Recording is permitted under the law applicable to each participant, including the surveillance devices and listening devices legislation of the State or Territory in which each participant is located; (ii) obtaining all consents required from meeting participants, end-clients and other individuals whose communications are being Recorded; and (iii) maintaining records of those consents to the extent required by applicable law.

(b) The Customer acknowledges that the recording of private conversations is regulated separately in each Australian State and Territory, including under the Surveillance Devices Act 2007 (NSW), the Surveillance Devices Act 1999 (Vic), the Invasion of Privacy Act 1971 (Qld), the Surveillance Devices Act 2016 (SA), the Surveillance Devices Act 1998 (WA), the Listening Devices Act 1991 (Tas), the Surveillance Devices Act 2007 (NT) and the Listening Devices Act 1992 (ACT), that those laws differ in their requirements, that in some jurisdictions the consent of every party to the conversation is required, and that the recording of a telephone or other communication passing over a telecommunications system is separately regulated under the Telecommunications (Interception and Access) Act 1979 (Cth).

(c) The Customer warrants that, for every Recording captured through Marloo: (i) the Customer has obtained all consents required under applicable law; (ii) where required by law, the Customer has given each participant notice of the Recording before the Recording commences; and (iii) the Customer's use of the Recording, and of any output derived from it, will comply with all applicable laws.

(d) Schedule 1 contains a sample disclosure script that the Customer may use to obtain participant consent. The sample script is provided for the Customer's convenience only and does not relieve the Customer of its responsibility to comply with all applicable laws. The Customer remains responsible for determining the form, content and timing of any consent disclosure appropriate to its circumstances and to each participant's jurisdiction.

(e) Without limiting the Customer's indemnification obligations elsewhere in this Agreement, the Customer indemnifies us and our Indemnified Parties from and against any Loss we incur in respect of any Claim by any person arising out of or in connection with: (i) any Recording captured through Marloo; (ii) the Customer's use, disclosure or retention of any Recording; or (iii) any alleged failure to obtain any required consent from any participant in any Recording, including any Claim under the legislation referred to in clause 7.4(b). This indemnity does not apply to the extent that the Loss is caused by our breach of this Agreement or our negligence. This indemnity survives termination of this Agreement.

8. Customer Data and Confidential Information

8.1 Backups and Loss of Data

(a) We will maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, use, disclosure, alteration or destruction, as further described in our Privacy Policy. You acknowledge that you are responsible for maintaining your own backups and archives of Customer Data outside Marloo, and we shall not be liable for any loss, corruption or unauthorised acquisition of Customer Data.

(b) You must indemnify us and our Indemnified Parties in respect of any Loss we or any of our suppliers incur in respect of any claim that any of your data is lost, unavailable, or corrupted (other than where that loss, unavailability or corruption is caused by our breach of clause 8.1(a)), or that the transmission, storage, disclosure, or access to any of your data infringes the IPRs or other rights of any person, or breaches any law, regulation, code, or standard.

8.2 Data Retention

Any Customer Materials that are made available by you on your account will continue to be available until the account is terminated, at which point, such user content will be removed from Marloo in accordance with the Company's current data retention policy, our Privacy Policy, and applicable law. Please contact support@gomarloo.com with any queries related to the deletion of data. The Customer is responsible for retaining copies of all Customer Data, including Recordings and Generative AI outputs, that the Customer is required to keep under its own record-keeping obligations, including as an Australian financial services licensee or authorised representative.

8.3 Confidential Information

Each party shall use reasonable measures to keep the other party's Confidential Information confidential and will not disclose it to any third party, except: (a) to its employees, contractors, Subprocessors, and affiliates who need to know it for the purposes of this Agreement, provided those persons are subject to equivalent confidentiality obligations; (b) as required by applicable law or legal process; or (c) with the other party's prior written consent. Confidential Information may only be used for the purposes of this Agreement. This clause does not restrict our collection, use, or disclosure of Customer Data as otherwise permitted under this Agreement and the Privacy Policy.

9. Generative AI

Subject to clauses 7.1 and 7.2, and the following terms, conditions, limitations and disclaimers, we may provide access to AI System tools that can generate text, images, video, sound or other outputs in response to user-generated prompts (together, "Generative AI").

9.1 Acknowledgement of risks

By using any Generative AI within Marloo, and notwithstanding anything to the contrary, you agree and acknowledge that:

(a) Generative AI carries certain risks, including factually untrue outputs, biased outputs, data security vulnerabilities, IP infringement, privacy risks, and additional licence terms;

(b) Generative AI is provided through our third-party licensors and service providers ("Providers"), and we are not responsible for the acts or omissions of any Providers;

(c) inputs you provide to the Generative AI services, including any personal data or Confidential Information you choose to include within that input, will be shared with the Providers as necessary to provide the Generative AI service. We have implemented contractual and technical arrangements with our Providers that are designed to prevent the retention of those inputs beyond what is necessary to provide the Generative AI service and to prevent the use of those inputs to train the Providers' models, except to the limited extent permitted by applicable law and our agreements with each Provider. Notwithstanding the foregoing, we cannot guarantee that all Providers operate under zero-data-retention configurations;

(d) there may be on-going and unresolved legal disputes regarding Generative AI, including the right of Providers to ingest the data used to train the Generative AI, and that we shall not be liable for any loss or damage suffered by you as a result of any such dispute;

(e) we provide access to Generative AI without any warranty of any kind and hereby disclaim all warranties, express or implied, regarding the Generative AI and your use thereof, including, without limitation, all warranties of quality, fitness for a particular purpose, and non-infringement;

(f) you are entirely responsible for any audio or other content shared, text you type in, or images or other content that you upload into the Generative AI, as well as the resulting material you generate, such as words, phrases, documents or images. You acknowledge and accept that your use of the resulting material will be at your own risk and can only be used for lawful purposes;

(g) you agree not to use the Generative AI in any manner that infringes or violates the IPR or any other rights of anyone else; and

(h) Marloo, including any Generative AI outputs, does not constitute a financial service or financial product advice, and nothing generated by or through Marloo is general advice or personal advice within the meaning of section 766B of the Corporations Act 2001 (Cth). The Company does not hold an Australian financial services licence and does not provide any financial service to you or to any of your clients. You remain solely responsible for reviewing, verifying and taking professional responsibility for any advice, output or documentation provided to your own clients, and for compliance with your own obligations as an Australian financial services licensee or authorised representative.

9.2 Exclusion of liability

(a) your use of Generative AI is at your own risk, and we shall not be liable for any loss, damage, cost, expense or any other liability arising as a result of your use of Generative AI. You indemnify, hold harmless and hereby release, acquit and forever discharge us and our Indemnified Parties from and against any and all Claims or in respect of any Loss arising out of or relating to your use of Generative AI. The foregoing release is made on behalf of your respective successors, assigns, officers, agents, employees, representatives and affiliates.

10. Privacy

10.1 Compliance with laws

(a) By using Marloo, you acknowledge our use of personal information in accordance with our Privacy Policy, as amended by us from time to time.

(b) We agree to comply with all applicable data protection and privacy laws in any applicable jurisdiction, including the Privacy Act. You must also comply with all applicable data protection, privacy and anti-spam laws in any applicable jurisdiction. You agree to ensure that you have a lawful basis for providing us with any personal information of individuals, including where necessary obtaining their consent, so that we may collect, use, process, and disclose such information in accordance with our Privacy Policy.

10.2 Australian privacy obligations

(a) Where we handle personal information on behalf of the Customer in connection with Marloo, we will handle that personal information only for the purposes of providing Marloo and performing our obligations under this Agreement, and in accordance with the Customer's documented instructions and our Privacy Policy.

(b) We will not use or disclose personal information contained in Customer Data for our own direct marketing purposes, and will not sell that personal information.

(c) We will take such steps as are reasonable in the circumstances to protect personal information contained in Customer Data, in accordance with Australian Privacy Principle 11.

(d) We will provide reasonable cooperation to assist the Customer in responding to requests for access to, or correction of, personal information made under Australian Privacy Principles 12 and 13, and to any complaint or inquiry from the Office of the Australian Information Commissioner, to the extent the Customer is unable to respond on its own. The Customer is responsible for receiving, verifying and responding to those requests.

(e) We may engage Subprocessors to assist us in performing our obligations under this Agreement. Our engagement of Subprocessors is subject to written agreements requiring them to handle personal information consistently with our obligations under this clause 10.2 and the Privacy Act.

(f) Information about where Customer Data is held is set out in our Privacy Policy. Where we or a Subprocessor disclose personal information contained in Customer Data outside Australia, we will comply with Australian Privacy Principle 8, including by taking such steps as are reasonable in the circumstances to ensure that the overseas recipient does not breach the Australian Privacy Principles.

(g) We will satisfy any compliance verification obligation under this clause 10.2 (upon the Customer's reasonable written request and no more frequently than once per year, except following a Security Incident) through reasonable means, which may include provision of our most recent SOC 2 Type 2 report and responses to a reasonable security questionnaire. On-site audits and audits by third-party auditors are not included and, if required by the Customer's regulatory obligations, will be discussed and agreed separately.

10.3 Anonymised statistical information

(a) We may compile statistical information related to the use and performance of Marloo, may generate insights with this statistical information, and may make such statistical information publicly available, provided such information does not:

(i) incorporate your personal information and/or identify you or any other individual; and

(ii) originate or derive directly from your Confidential Information.

(b) We retain all Intellectual Property Rights in statistical information adapted, derived, aggregated, compiled or generated from the use and performance of Marloo, for example insights determined through our machine learning algorithms or professional experience or other artificial intelligence features which are enhanced by us.

11. Liability

This clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Customer of Marloo or any part of it; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

Please read this clause carefully since it limits our liability to you. Each sub-clause below applies to the maximum extent permitted by applicable law. Nothing in this clause is intended to limit any rights you may have which may not be lawfully limited, such as any Non-Excludable Guarantees.

11.1 Limitation

Our total aggregate liability in contract (including in respect of the indemnities at clause 7.1(h)), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for subscriptions during the 12 months immediately preceding the earliest event or occurrence giving rise to liability under this Agreement.

11.2 Exceptions to the limitations

Nothing in this Agreement excludes or limits the liability of either party:

(a) for death or personal injury caused by its negligence;

(b) for fraud or fraudulent misrepresentation; or

(c) for any other liability which cannot lawfully be excluded or limited.

Nothing in this Agreement shall exclude or limit the liability of you or the Customer arising out of your indemnification obligations under this Agreement (including under clause 7.4), or your breach of clause 5 (What you cannot do with Marloo).

11.3 Australian Consumer Law

(a) Certain consumer guarantees under the Australian Consumer Law may apply in respect of the supply of Marloo. Nothing in this Agreement should be read as attempting to exclude, restrict or modify any Non-Excludable Guarantee, or to limit our liability for a failure to comply with any Non-Excludable Guarantee, other than to the extent permitted by section 64A of the ACL.

(b) Where we are entitled under section 64A of the ACL to limit our liability for a failure to comply with a Non-Excludable Guarantee, including because Marloo is not of a kind ordinarily acquired for personal, domestic or household use or consumption, then our liability for a failure to comply with a Non-Excludable Guarantee (other than a guarantee conferred by section 51, 52 or 53 of the ACL) is limited, where it is fair and reasonable for us to rely on this clause, at our option, to:

(i) supplying the services again; or

(ii) paying the cost of having the services supplied again.

(c) If you acquire Marloo as a "consumer" within the meaning of the ACL, the exclusions and limitations in clauses 3, 6, 8, 9 and 11 are severed from this Agreement to the extent of any inconsistency with the ACL. Any warranty against defects that we give you is in addition to your rights and remedies under the ACL.

11.4 Exclusions of liability

Except as expressly and specifically provided in this Agreement:

(a) Marloo is provided on an "as is" basis and you assume sole responsibility for results obtained from the use of Marloo, and for conclusions drawn from such use. We shall have no liability for any Loss caused by errors or omissions in any information, instructions or scripts provided or inputted by you in connection with your use of Marloo, or any actions taken by us at your direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement, other than any Non-Excludable Guarantee;

(c) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits (whether direct or indirect), loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;

(d) neither party will have any liability for any matter beyond its reasonable control, such as for third-party software failures and telecommunications network faults;

(e) we are not responsible for, and assume no liability for, the content of Customer Materials or the use of or reliance on any content, goods, or services available through or accessed via third-party websites, plug-ins, extensions or applications that may appear on Marloo, as described in clause 14; and

(f) we will not be liable as a result of any downtime or unavailability of Marloo for any reason.

12. Term and Termination

12.1 Termination for convenience

(a) This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the date on which you register your Marloo User Account and shall continue unless:

(i) either party gives the other party not less than 30 days' written notice, such notice not to expire until the end of the then current Subscription Term; or

(ii) otherwise terminated in accordance with the provisions of this Agreement.

12.2 Termination due to amendments

When an amendment will result in a material change to the Terms, the Customer may terminate this Agreement in accordance with the provisions of clause 13(b).

12.3 Termination for cause

(a) Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(i) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(ii) the other party fails to pay any amount due under this Agreement on or before the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(iii) subject to any stay under the Corporations Act 2001 (Cth) on the exercise of this right, an Insolvency Event occurs in relation to the other party, meaning that: (A) the other party is unable to pay its debts as and when they fall due, or is presumed to be insolvent under section 459C of the Corporations Act 2001 (Cth); (B) a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other controller is appointed to the other party or any of its assets, or any step is taken to make such an appointment; (C) an application or order is made, a resolution is passed, or a notice is given, for the winding up of the other party, other than for the purposes of a solvent reconstruction or amalgamation; (D) the other party enters into, or takes any step towards entering into, a compromise, deed of company arrangement or other arrangement with its creditors or any class of them, other than for the purposes of a solvent reconstruction or amalgamation; (E) a creditor takes possession of, or enforces any security or other process against, the whole or a substantial part of the other party's assets and that process is not withdrawn or discharged within 14 days; (F) in the case of an individual, the other party becomes bankrupt or enters into any arrangement with creditors under the Bankruptcy Act 1966 (Cth); or (G) any event occurs in any jurisdiction that has a substantially similar effect to any of the above; or

(iv) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.4 Effects of termination

(a) On termination of this Agreement for any reason:

(i) all rights and licences granted under this Agreement shall immediately terminate;

(ii) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

(iii) subject to Company's obligations under the Privacy Act and the Privacy Policy, Company may destroy or otherwise dispose of any of the Customer Data in its possession unless Company receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Company in returning Customer Data;

(iv) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(v) the parties intend the following clauses to survive termination: clauses 1, 7.1 (other than 7.1(f)), 7.2(b) and (c), 7.3, 7.4, 8.2, 8.3, 9, 10, 11, this clause 12.4, and clauses 13 to 18 inclusive.

(b) Where you terminate the Agreement for convenience, or we terminate this Agreement for cause, you will not be entitled to any refund of sums paid in advance, and any unpaid amounts for the then-current Subscription Term will become due and payable immediately upon such termination.

13. Amendments

(a) We may change these Terms from time to time as necessary. If we do so, we will post the revised terms on the Site and Marloo. We may also give notice by other means, such as a message in the Marloo application or by way of email. Subject to our compliance with clause 13(b) below in the case of material amendments, amendments will be effective immediately upon publication on Marloo. You accept that by doing this, we have provided sufficient notice of the variation. The continued use of Marloo following such notification will represent an agreement to be bound by these Terms as amended.

(b) When an amendment will result in a material change to the Terms, meaning a change that substantially alters the rights or obligations of either party, we will provide a minimum of 30 days' prior written notice, and failure to cancel or respond to the notice within 30 days will be deemed as agreement to continued use of Marloo under the Terms as amended. If you do not accept a notified material change, you may terminate this Agreement on written notice given before the change takes effect, and we will refund Subscription Fees paid in advance for the unexpired portion of the then-current Subscription Term. When an amendment does not materially change the relationship between you and us, we may change the Terms without notice by following the procedures explained in this clause 13.

14. Links to other websites

Marloo may contain links to third-party websites, plug-ins and applications which we do not own or control. We do not represent, recommend or endorse these websites, plug-ins or applications. Accessing these websites, plug-ins or applications will be at your own risk. We encourage you to read their terms of use/service and privacy policies so that you understand how they may collect and process your personal information.

15. Notices

(a) Any notices issued to you from us or from us to you shall be in writing and sent by email. Where sent from us to you, we shall use your contact details for your Marloo User Account.

(b) You may contact us or send a notice to us by contacting our customer support team at support@gomarloo.com. For legal notices, including notices under clauses 12 and 13, please contact us at compliance@gomarloo.com.

(c) Any notice sent by email shall be deemed delivered on the date of transmission, provided that no failure-of-delivery message is received by the sender within 24 hours of transmission. If a failure-of-delivery message is received, the notice will be deemed delivered when re-sent successfully or delivered by any other reasonable means.

(d) We may send you emails or other electronic messages concerning your Marloo User Account and Marloo from time to time.

16. How to reach us

You can email us at support@gomarloo.com and we will happily answer any questions you may have.

17. Laws that apply

(a) These Terms are governed by the laws of New South Wales, Australia.

(b) You and we each irrevocably submit to the exclusive jurisdiction of the courts of New South Wales in relation to any proceedings or disputes concerning Marloo or these Terms, except that either party may bring proceedings for interim or injunctive relief in any court of competent jurisdiction, and either party may bring proceedings relating to the insolvency, winding up or administration of the other party in any jurisdiction in which that other party is incorporated or has assets.

18. General

(a) Severability: If any part of these Terms is deemed invalid by a court of competent jurisdiction, the remainder of these Terms is still enforceable.

(b) Relationship: No employment, agency, fiduciary, joint venture or partnership relationship is formed by these Terms.

(c) Assignment: You may not assign, transfer, license or novate your rights or obligations under these Terms without our prior written consent. We may assign, transfer, licence or novate our rights or obligations under these Terms at any time on written notice to the Customer, including to any affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets.

(d) Entire Agreement: These Terms are the entire agreement between you and us about its subject matter and supersede all other proposals, arrangements, representations and agreements between you and us about its subject matter.

(e) Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision. Waiver of compliance in any particular instance does not mean that the waiving party will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, the waiving party must give the other party written notice of the waiver.

(f) Non-Reliance: You acknowledge that you have not relied on, and have no remedy in respect of, any statement, representation, warranty or understanding (whether made negligently or innocently) other than as expressly set out in these Terms, other than in respect of fraud or fraudulent misrepresentation (see clause 11.2(b)). Nothing in this clause operates to exclude, restrict or modify any liability for misleading or deceptive conduct under section 18 of the Australian Consumer Law.

(g) Export control: You will comply with all applicable export control and sanctions laws in your use of Marloo.

Schedule 1

Recording Consent Disclosure Script (sample)

This Schedule provides a sample disclosure script that the Customer may use to obtain consent from meeting participants and end-clients before Recording communications through Marloo. The script is provided for the Customer's convenience only and does not relieve the Customer of its responsibility under clause 7.4 to comply with all applicable laws relating to the Recording, retention and use of communications. The Customer is responsible for adapting this script as appropriate to the State or Territory in which each participant is located and to the parties to the communication.

Sample verbal disclosure (to be made at the start of the meeting or call)

"Before we begin, I want to let you know that this meeting [or: call] is being recorded and transcribed using an AI tool called Marloo. This tool helps me to take accurate notes and prepare follow-up materials for our work together. The recording and transcript will be kept securely and used to support our advice relationship. Do you consent to the recording?"

If a participant does not consent

The Customer must not initiate the Recording or, if a Recording has already been initiated, must stop it immediately and delete any portion that was captured.

Record-keeping for consent

The Customer should keep a record of consents obtained, including (where practicable):

(a) the date and time of the meeting or call;

(b) the names of all participants and the State or Territory in which each was located;

(c) confirmation that each participant was informed of the Recording and consented to it; and

(d) any participant who did not consent (in which case no Recording should have occurred).

Platform-level recording notifications

For meetings conducted via Zoom, Microsoft Teams, Webex, Google Meet or similar platforms, the Customer must also ensure that any platform-level Recording notification or consent mechanism is enabled where required by applicable law.

Jurisdiction-specific note

The Customer is solely responsible for determining the laws applicable to each Recording and for complying with them. The requirements for recording private conversations differ across the Australian States and Territories. In some jurisdictions a party to a conversation may record it without the consent of the other participants in defined circumstances; in others, the consent of every party is required. Where any participant is located in a jurisdiction requiring the consent of all parties, the Customer must obtain that participant's consent before any Recording commences. The recording of telephone and other communications passing over a telecommunications system is separately regulated under Commonwealth law.