Terms of Use Agreement

Welcome and thank you for your interest in Hey Sport Pty Ltd / SpecialX ("Company", "we", "us" or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms as defined in Section 1.2, the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at http://specialx.ai/ and its subdomains and any of Company's other websites on which a link to these Terms of Use appears (collectively, the "Website") and (ii) the services, content, and other resources available on or enabled via our Website, including any application programming interfaces ("API") that we make available and our long form video creation service (collectively, with our Website, the "Service").

PLEASE READ THIS AGREEMENT CAREFULLY. IT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL VISITORS AND USERS. BY ACCESSING OR USING THE SERVICE IN ANY WAY, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

SUBSCRIPTIONS NOTICE. IF YOU SUBSCRIBE TO THE SERVICE YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COMPANY'S THEN-CURRENT FEE FOR THE SAME SERVICE UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL IN ACCORDANCE WITH SECTION 9.3(a) (AUTOMATIC RENEWAL) BELOW. PLEASE READ SECTION 10 BELOW CAREFULLY FOR ALL DETAILS.

AUSTRALIAN CONSUMER LAW NOTICE. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONSUMER GUARANTEE, RIGHT OR REMEDY CONFERRED ON YOU BY THE AUSTRALIAN CONSUMER LAW (SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH)) OR ANY OTHER APPLICABLE LAW THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY AGREEMENT.

THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 18.6 (AGREEMENT UPDATES).

1. USE OF THE SERVICE.

1.1. Scope. The Service and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Company, your right to access and use the Service, in whole or in part, is subject to this Agreement. If you are accessing or using the Service on behalf of an entity, you represent that you have the authority to enter into this agreement on behalf of the entity identified in the account registration process. Accordingly, all references to "you" or "your" in this Agreement will also be deemed to include such entity. You also acknowledge, agree and consent to the terms of our Privacy Policy and Cookie Notice which are incorporated herein by reference.

1.2. Licenses. Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and use the Service; and (ii) access and use any APIs the Company makes available to you (if any), solely for your own personal or internal business purposes.

1.3. Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.4. Updates. You understand that the Service is evolving. As a result, Company may require you to install updates to any software that you have installed on the devices through which you access or use the Service ("Device"). You acknowledge and agree that Company may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

1.5. API Limitations. Company may limit: (i) the number of network calls that you may make via the API; (ii) the maximum file size; and (iii) anything else about the API that the Company deems appropriate in its sole discretion. Company may impose or modify these limitations without notice. In addition, the Company may utilise technical measures to prevent over-usage and stop usage of the API after any usage limitations are exceeded or suspend your access to the API with or without notice to you in the event you exceed such limitations.

2. REGISTRATION.

2.1. Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service ("Account").

2.2. Registration Data. In registering an Account, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Company. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorised use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Company immediately of any unauthorised use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Service if you have been previously removed by Company, or if you have been previously banned from any of the Service.

3. RESPONSIBILITY FOR CONTENT.

3.1. Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, "Content"), is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise input or make available ("Make Available") through the Service ("Your Content"), and that other users of the Service, and not Company, are similarly responsible for all Content that they Make Available through the Service ("User Content").

3.2. Storage. Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your Content. Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that Company retains the right to create reasonable limits on Company's use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Company in its sole discretion.

3.3. Connected Accounts. In order to access certain features and functions of the Service, you may need to link certain third-party platforms that we support to your Account (each, a "Connected Account"). You are solely responsible for the proper setup and integration of your Connected Accounts, and the Company will not be responsible for any failure in setting up or integrating any Connected Account. By integrating any Connected Account, (i) you represent and warrant that you are entitled to disclose any log-in information provided by you to the Company in connection therewith (if applicable) and/or to grant the Company access to your Connected Account, (ii) you represent and warrant that you are in good standing with respect to such Connected Account, and (iii) the Company may receive access to any Content made available in connection with such Connected Account, so that it may be used in accordance with these Terms. You further acknowledge and agree that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. The Company will have no liability for any unavailability of any Connected Account or any third-party provider's decision to discontinue, suspend or terminate any Connected Account.

4. OWNERSHIP.

4.1. The Service. Except with respect to Your Content, you agree that Company and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Company software). You shall not remove, alter or obscure any copyright, watermark, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Service.

4.2. Your Content. Company does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the licence set forth in Section 4.3 (Licence to Your Content).

4.3. Licence to Your Content. Subject to any applicable Account settings that you select, you grant Company a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and licence to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users.

4.4. User Inputs and Outputs. The Company utilises software and technology, including artificial intelligence, to process user inputs to the Service, such as descriptive and instructive text prompts and reference images and videos and other content (the "Input," which is part of Your Content hereunder), and generate and return outputs based on such Inputs (the "Output"). The Company does not claim ownership of any of your Inputs or Outputs, and nor does it restrict the use of Outputs for commercial use. In addition to the licence granted in Section 4.3, you acknowledge that Inputs (as well as the remainder of Your Content) and Outputs may be used by the Company to train, develop, enhance, evolve and improve its (and its affiliates') AI models, algorithms and related technology, products and services (including for labelling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes. As such, you hereby grant to the Company a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and licence to use any Inputs and Outputs Made Available by you or otherwise generated in connection with your use of the Service at any point, in connection with the purposes described above or otherwise as set forth in the remainder of this Agreement (including Section 6).

4.5. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any non-private area on the Service, you hereby expressly permit Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

4.6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company ("Feedback") is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You agree that Company may use your Feedback without any restriction, attribution, or compensation to you.

5. USER CONDUCT AND CERTAIN RESTRICTIONS.

5.1. Restrictions. As a condition of use, you shall not (and shall not permit any third party) to:

(i) use the Service for any purpose that is prohibited by this Agreement or by applicable law;

(ii) take any action, or Make Available any Content, or knowingly create any Output, on or through the Service that:

• (a) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, hateful, offensive, or profane;
• (b) infringes the rights of any person or entity, including without limitation any copyright, privacy, publicity, trademark, patent, trade secret, biometric, or other proprietary or contractual rights;
• (c) harms minors in any way, including without limitation any portrayal or depiction of minors in an inappropriate, lewd or otherwise objectionable manner;
• (d) constitutes unauthorised or unsolicited advertising, junk or bulk email;
• (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company's prior written consent;
• (f) intentionally or unintentionally violates any applicable local, state, national or international law or regulation, or any order of a court;
• (g) advocates, encourages or assists any third party in doing any of the foregoing activities in this Section; or

(iii) use or access the Service or any Outputs to develop, modify, fine-tune or improve any products or services that compete with our Services, including to develop, fine-tune or train any artificial intelligence or machine-learning algorithms or models of any kind.

5.2. Other Restrictions. You further agree not (and shall not permit any third party) to:

• (i) licence, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service;
• (ii) frame or utilise framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form);
• (iii) use any metatags or other "hidden text" using Company's name or trademarks;
• (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data-mining tools, or the like) to "scrape" or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
• (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
• (vii) impersonate any person or entity, including any employee or representative of Company;
• (viii) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Service by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Service.

5.3. Inappropriate Content. Furthermore, Your Content may not contain nudity, biometric data, violence, be sexually explicit, harmful, hateful, harassing, or offensive as determined by Company in its sole discretion. You may not upload or Make Available an image of another person without that person's permission or otherwise sufficient rights to do so. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorised use of the Service terminates the licences granted by Company pursuant to this Agreement.

6. MONITORING AND REPORTING.

6.1. Monitoring. Company may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and Outputs and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.

6.2. Moderation. Without limiting the foregoing, Company reserves the right to:

• (a) remove or refuse to process or post any of Your Content or Output for any or no reason in our sole discretion;
• (b) take any action with respect to any of Your Content or Output that we deem necessary or appropriate in our sole discretion, including if we believe that such Content or Output violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens harm to users of the Service or the public, or could create liability for Company;
• (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to publicity or privacy;
• (d) take appropriate legal action, including without limitation referral to and cooperation with law enforcement and/or other applicable legal authorities, for any allegedly illegal or unauthorised use of the Service or if Company otherwise believes that criminal activity has occurred; and/or
• (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Company may, at its sole discretion, immediately terminate your licence to use the Service, or change, alter or remove Your Content or Output, in whole or in part, without prior notice to you.

6.3. Disclosure. If Company believes that criminal activity has occurred, Company reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content (and any Output) in Company's possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental requests; (ii) enforce this Agreement; (iii) respond to any claims that Your Content (or any Output) violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or safety of Company, its users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

7. INTERACTIONS WITH OTHER USERS.

7.1. User Responsibility. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that Company reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that Company will not be responsible for any liability incurred as the result of your interactions with other users.

7.2. Content Provided by Other Users. The Service may contain User Content provided by other users. Company is not responsible for and does not control User Content. Company does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.

8. THIRD-PARTY SERVICES.

The Service may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications") and advertisements for third parties ("Third-Party Ads") (collectively, the "Third-Party Services"). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service. You become subject to the terms and conditions (including privacy policies) of that other website or destination. Such Third-Party Services are not under the control of Company, and Company is not responsible for any Third-Party Services. Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data-gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

9. PURCHASE TERMS AND REFUNDS.

9.1. Third-Party Service Provider. The Company uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (the "Third-Party Service Provider"). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe's Privacy Policy and its Terms of Service, and hereby consent and authorise the Company and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorise payment for any reason. For your protection, our Third-Party Service Provider uses various fraud-prevention protocols and industry-standard verification systems to reduce fraud and you authorise it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee; we are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data-protection requirements for the purposes of payment-processing services.

9.2. Payment. You shall pay all fees or charges ("Fees") to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Company and/or our Third-Party Service Provider with your payment information, you agree that Company and/or our Third-Party Service Provider is authorised to immediately invoice your Account for all Fees due and payable to Company hereunder and that no additional notice or consent is required. You shall immediately notify Company of any change in your payment information to maintain its completeness and accuracy. Company reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Company and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement or as required by law (including the Australian Consumer Law), all Fees for the Service are non-refundable. Company may suspend or terminate your access to the Service immediately upon non-payment. Your obligation to pay fees will survive any suspension or termination.

9.3. Refunds. Except as set forth herein or as required by the Australian Consumer Law, amounts due are non-refundable. You may request a refund within seven (7) days of your initial purchase, or as permitted by the law in your jurisdiction, provided no Credits (defined below) have been used. Refunds apply only to initial purchases, not renewals, and are subject to a service fee not exceeding six percent (6%) of the initial fee where permitted by law. Nothing in this clause limits any rights you may have under the Australian Consumer Law.

9.4. Credits. In certain instances, you may receive or purchase credits ("Credits") to access and use specific features of the Services. Purchased Credits constitute prepaid amounts for products and services available through the Services and may only be used within the specified timeframe. Unused Credits are forfeited upon Account cancellation or cessation of Services. Credits have no cash value, are non-transferable, non-reloadable, and non-redeemable for cash except as required by law. Company may change Credit terms at any time, and the value of Services obtainable with Credits is subject to change at Company's sole discretion.

9.5. Promotional Credits. Company may, at its discretion, offer loyalty, award or promotional credits ("Promotional Credits"). Promotional Credits may expire as specified on issuance, have no cash value, and are non-transferable, non-reloadable and non-redeemable for cash except as required by law. No inactivity or other fees apply to Promotional Credits.

9.6. Taxes. The Fees do not include any GST or other taxes that may be due in connection with the Service provided under this Agreement. If Company is legally obligated to collect GST or other taxes, it will be collected in addition to the Fees. If any Services or payments are subject to GST or other taxes in any jurisdiction and you have not remitted such tax, you are responsible for the payment of that tax and any related penalties or interest, and you shall indemnify Company for any liability or expense it incurs. Upon request, you will provide Company with evidence of having paid all applicable taxes.

10. SUBSCRIPTIONS

10.1. Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a "Subscription"), the Fee for such Subscription plus any applicable GST and fees ("Service Subscription Fee") will be billed at the start of the Subscription ("Subscription Service Commencement Date") and at regular intervals in accordance with your elections at the time of purchase. Company reserves the right to change the timing of our billing. Company also reserves the right to change the Subscription pricing at any time in accordance with Section 18.6 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, Company will use commercially reasonable efforts to notify you, such as by sending an email to the address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth below.

10.2. Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Company's then-current price for such Subscription until terminated in accordance with this Agreement. The renewal frequency (e.g., weekly, monthly, annually) will be designated at the time you sign up and may be modified by you via your Account settings. By subscribing, you authorise Company to charge the payment method designated in your Account now and again at the beginning of each subsequent Subscription period. Upon renewal, if Company does not receive payment, (i) you shall pay all amounts due on your account upon demand and/or (ii) Company may terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received. Once payment is received, your new Subscription commitment period will begin as of that date.

10.3. Cancelling Subscriptions. If you purchased your Subscription directly from Company, you may cancel by logging into and visiting the "Payment Setting" page of your Account, or by contacting support@specialx.ai. Subscription modification/cancellation requests made via email must be sent from the subscriber's email address on the account. Company will not accept modification/cancellation requests from third parties.

10.4. Effect of Cancellation. If you cancel, you may continue to use your Subscription until the end of the then-current term; it will not renew thereafter. No prorated refunds of any portion of the Service Subscription Fee will be provided for the current term, except as required by law.

10.5. Upgrades and Downgrades. Upgrading your Subscription mid-term takes effect immediately; any incremental fees will be charged accordingly. Future Renewal Terms will reflect such upgrades. Downgrades take effect on the first day of the next Renewal Term and may cause loss of content, features or capacity, for which Company is not liable.

11. INDEMNIFICATION.

To the extent permitted by law, you shall indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors (each, a "Company Party" and collectively, the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable legal fees) relating to or arising out of any and all of the following: (i) Your Content and/or Outputs; (ii) your misuse of the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; (v) your violation of any export control, sanctions, or data protection law; (vi) any dispute between you and a third party relating to your use of the Service; or (vii) your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defences. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

12. DISCLAIMER OF WARRANTIES.

12.1. Service Offered As-Is. You expressly understand and agree that to the extent permitted by applicable law, your use of the Service is at your sole risk, and the Service (including any Output therefrom) is provided on an "as is" and "as available" basis, with all faults. The Company Parties expressly disclaim all warranties, representations and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the Service (including any Output therefrom), to the maximum extent permitted by law.

12.2. Australian Consumer Law. If you are a consumer within the meaning of the Australian Consumer Law, you may have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. Nothing in this Agreement excludes or limits those rights or remedies. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.

12.3. Outputs. Company further makes no representation or warranty as to the originality, legality, accuracy, or fitness of any Output. You acknowledge and agree that (i) Outputs may contain errors, omissions, offensive material, or third-party content; (ii) you are solely responsible for your use, distribution, or reliance on Outputs, including for compliance with applicable laws and third-party rights; and (iii) to the extent permitted by law, Company expressly disclaims any and all liability arising from or relating to Outputs.

12.4. Meeting Requirements. The Company Parties make no warranty, representation or condition that: (1) the Service (including any Output therefrom) will meet your requirements (such as the quality, effectiveness, reputation and other characteristics of the Service); (2) your use of the Service (including any Output therefrom) will be uninterrupted, timely, secure or error-free; or (3) the advice, results, or information, whether oral or written, obtained from use of the Service (including any Output therefrom) will be accurate or reliable.

12.5. Downloads. Any content downloaded from or otherwise accessed through the Service (including any Output therefrom) is accessed at your own risk, and you are solely responsible for any damage to your property, including, but not limited to, your computer system and/or any device you use to access the Service, or any other loss that results from accessing such content.

12.6. Beta Features. From time to time, Company may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Company's sole discretion. The provisions of this Section 12 apply with full force to such features or tools.

12.7. No Liability for Conduct of Third Parties. You are solely responsible for all of your communications and interactions with third parties on the Service. You acknowledge and agree that the Company Parties are not liable, and you agree not to seek to hold the Company Parties liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties rests entirely with you. You understand that Company does not make any attempt to verify the statements of users. Company makes no warranty that the goods or services provided by third parties will meet your requirements or be available on an uninterrupted, secure or error-free basis.

13. LIMITATION OF LIABILITY.

13.1. Disclaimer of Certain Damages. You understand and agree that, to the fullest extent permitted by law, in no event shall the Company Parties be liable for any loss of profits, revenue or data, indirect, incidental, special or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, whether or not any Company Party has been advised of the possibility of such damages, arising out of or in connection with this Agreement, the Service, or any communications, interactions or meetings with other users of the Service or third parties, on any theory of liability, including those resulting from: (i) the use or inability to use the Service; (ii) any goods, data, information or service purchased or obtained, or messages received for transactions entered into through the Service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; or (v) any other matter related to the Service, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory.

13.2. Cap on Liability. To the fullest extent permitted by law, the Company Parties shall not be liable to you for more than the greater of (i) the total amount paid to Company by you during the three-month period prior to the act, omission or occurrence giving rise to such liability; (ii) AUD $100; or (iii) if applicable, the statutory remedy or penalty imposed by the statute under which such claim arises.

13.3. User Content. Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any content (including, but not limited to, Your Content and User Content), user communications or personalisation settings.

13.4. Exclusion of Damages. Certain jurisdictions, including Australia, do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights, including under the Australian Consumer Law.

13.5. Basis of the Bargain. Subject to your rights under the Australian Consumer Law, the limitations of damages set forth above are fundamental elements of the basis of the bargain between Company and you.

14. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

It is Company's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Company by the respective intellectual property owner or their legal agent. If you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated agent with the following information:

• (i) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright, trademark, or other intellectual property right;
• (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed;
• (iii) a description of the location on the Service of the material that you claim is infringing;
• (iv) your address, telephone number, and email address;
• (v) a written statement by you that you have a good-faith belief that the disputed use is not authorised by the copyright, trademark, or other intellectual-property-right owner, its agent, or the law;
• (vi) a statement by you that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual-property-right owner or authorised to act on the copyright, trademark, or other intellectual-property-right owner's behalf.

Designated agent for notice of claims of infringement: Hey Sport Pty Ltd / SpecialX, Attn: Legal Dept., U508 / 2 Dune Walk, Woolooware, NSW 2230, Australia. Email: support@specialx.ai

15. TERM AND TERMINATION.

15.1. Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

15.2. Termination by Company. If you have materially breached any provision of this Agreement, or if Company is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Company has the right to immediately and without notice suspend or terminate any Service provided to you. Company also reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. In the event we exercise this termination right, we will refund you for any pre-paid portion of your unused Subscription. You agree that all terminations for cause are made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your Account, except as required by law.

15.3. Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying Company at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Company's address: Hey Sport Pty Ltd / SpecialX, Attn: Legal Dept., U508 / 2 Dune Walk, Woolooware, NSW 2230, Australia. Email: support@specialx.ai. Any termination of a Subscription is governed by Sec. 10 (Subscriptions) above.

15.4. Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use of or access to the Service. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content, except as required by law. All provisions of this Agreement which by their nature should survive will survive termination, including without limitation ownership provisions, licences granted to the Company, warranty disclaimers and limitations of liability.

15.5. No Subsequent Registration. If this Agreement is terminated for cause by Company, or if your Account or ability to access the Service is discontinued by Company due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

16. INTERNATIONAL USERS.

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Company intends to announce such service or Content in your country. The Service is controlled and offered by Company from its facilities in Australia. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

17. DISPUTE RESOLUTION.

Please read this section (the "Dispute Resolution Agreement") carefully. It is part of your contract with Company and affects your rights.

17.1. Applicability. Subject to the terms of this Dispute Resolution Agreement, you and Company agree that any dispute, claim or disagreement arising out of or relating in any way to your access to or use of the Service, any Output, any communications you receive, any products sold or distributed through the Service, or this Agreement (including prior versions), will be resolved in accordance with this Section 17 ("Dispute").

17.2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good-faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome ("Informal Dispute Resolution"). You and Company therefore agree that before either party commences any formal legal proceedings against the other, we will personally meet and confer telephonically or via videoconference, in a good-faith effort to resolve informally any Dispute covered by this Dispute Resolution Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@specialx.ai or regular mail to our offices located at Attn: Legal, U508 / 2 Dune Walk, Woolooware, NSW 2230, Australia. The Notice must include: (1) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualised such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Dispute Resolution Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing formal legal proceedings. The statute of limitations and any filing-fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

17.3. Mediation. If the parties are unable to resolve the Dispute through the Informal Dispute Resolution process within sixty (60) days, either party may refer the Dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Guidelines for Commercial Mediation. The mediation will be conducted in Sydney, New South Wales, unless the parties agree otherwise. The costs of the mediator will be shared equally between the parties unless the mediator determines otherwise. All communications and discussions during mediation shall be confidential and without prejudice.

17.4. Court Proceedings. If the parties are unable to resolve the Dispute through mediation within thirty (30) days of the commencement of the mediation (or such longer period as the parties may agree), either party may commence court proceedings in accordance with Section 18.7 (Exclusive Venue).

17.5. Urgent Relief. Nothing in this Section 17 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect that party's rights.

17.6. Limitation Period. Any Dispute must be initiated within the applicable limitation period under Australian law, or it is forever barred.

17.7. Costs. The parties shall bear their own legal costs in connection with any Dispute, unless a court or mediator orders otherwise.

18. GENERAL PROVISIONS.

18.1. Electronic Communications. Communications between you and Company may occur electronically (e.g., via the Service, email, or posted notices). For contractual purposes, you (i) consent to receive communications in electronic form and (ii) agree that all terms, conditions, notices and other communications that Company provides electronically satisfy any legal requirement that such communications would satisfy if in writing, subject to your statutory rights (including those under the Electronic Transactions Act 1999 (Cth) and equivalent state and territory legislation).

18.2. Assignment. You may not assign, subcontract, delegate or transfer this Agreement or your rights or obligations without Company's prior written consent. Company may freely assign or transfer this Agreement without your consent. Any attempted transfer in violation of this section is null and void.

18.3. Force Majeure. Company is not liable for delays or failures caused by events outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, pandemics, cyber attacks, internet outages, strikes, unavailability of connected AI models, partner/API failures, or shortages of transportation, fuel, energy, labour or materials.

18.4. Questions, Complaints, Claims. If you have any questions, complaints or claims regarding the Service, please contact us at: support@specialx.ai. We will try to address your concerns and invite further feedback if your concerns are not fully resolved.

18.5. Consumer Complaints. If you are not satisfied with how we handle your complaint, you may lodge a complaint with the Australian Competition and Consumer Commission (ACCC) at https://www.accc.gov.au or contact your state or territory consumer protection agency. In New South Wales, you may contact NSW Fair Trading at https://www.fairtrading.nsw.gov.au.

18.6. Agreement Updates. Company will post updates to these Terms of Use on the Service and update the "Last Updated" date. If you have an Account, Company will also email you an updated copy. Company may require your consent before further use of the Service. If you do not agree to any change(s), stop using the Service.

18.7. Exclusive Venue. Subject to Section 17 (Dispute Resolution), all claims and disputes arising out of or in connection with this Agreement will be litigated exclusively in the courts of New South Wales, Australia, and you submit to the non-exclusive jurisdiction of those courts.

18.8. Governing Law. This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.9. Choice of Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.

18.10. Notice. You are responsible for providing Company with a valid, current email. If the email you provide is invalid, Company's dispatch will still constitute effective notice. You may give notice to Company at the following address: U508 / 2 Dune Walk, Woolooware, NSW 2230, Australia. Notice is deemed given when received by Company via registered post or express post.

18.11. Waiver. A waiver or failure to enforce any provision on one occasion is not a waiver of any other provision or of that provision on any other occasion.

18.12. Severability. If any portion of this Agreement is held invalid or unenforceable, it shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect.

18.13. Export Control and Sanctions. You may not use or export the Service except as authorised by Australian law and the laws of any other applicable jurisdiction. You represent that you are not located in any country that is subject to Australian government sanctions and are not on any Australian government list of prohibited parties. You agree to comply with all applicable export-control and sanctions laws, including the Autonomous Sanctions Act 2011 (Cth) and regulations made under it.

18.14. Privacy. The Company collects, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. For more information, please see our Privacy Policy.

18.15. Entire Agreement. This Agreement constitutes the final, complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior discussions or agreements.