Terms of use

1.Background

Thank you for visiting our Terms of Use (Agreement), we are Quillx Pty Ltd ACN 700 644 668 (we, our, us and other similar terms). We provide a suite of artificial intelligence - powered chat and messaging products and agents, collectively known as Quillx (Quillx). Each individual product in the suite is referred to in this Agreement as a Product, and together they are referred to as Products.

This Agreement outlines the terms and conditions associated with your use of the Products. Certain Products have Product specific terms which apply only to the use of that individual Product. Such Product specific terms are set out in clause 5.

It is your obligation to ensure that you have read, understood and agree to the most recent version of these terms available on our Website.

2.Agreement

2.1Accepting this Agreement

By subscribing to, creating an Account for, or otherwise using a Product, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using any of the Products.

Unless the Product specific provisions set out in clause 5 state otherwise, the Products are not intended for and may not be used by children under the age of 13. By using any Product, you represent that you are at least 13 years old. If you are under the age of 18, you must have your parent or guardian’s consent to this Agreement, and they must enter into this Agreement on your behalf.

2.2About this Agreement

Throughout this Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 19. They aid to clarify the terms and conditions.

For general enquiries, please feel free to email us at support@quillx.ai. For support regarding a specific Product, please refer to our contact details provided in clause 5.

2.3Separate Agreements

For the avoidance of doubt, the formation of a contract for the use of an individual Product constitutes a separate agreement between us and you. Either party may terminate the agreement associated with one Product without terminating the use of another.

3.Term

This Agreement will commence when you first subscribe to, create an Account for, or begin using a Product and will continue for the Subscription Period or until the date of termination of the Subscription applicable to that relevant Product, in accordance with clause 17.

If the Subscription to a Product is not terminated in accordance with clause 17, prior to the expiry of the then current Subscription Period, the Subscription to that Product will automatically renew for a period equal to the current Subscription Period.

4.Licence

We grant you a non-transferable, non-exclusive and revocable licence to access the specific Products you procure for the applicable Subscription Period and subject to and conditional upon your compliance with the terms and conditions of this Agreement.

The grant of the licence to access any Product in this clause is subject to and conditional upon you purchasing and maintaining a Subscription to that Product. For the avoidance of doubt, a Subscription to one Product, applies only to that Product and does not grant you a licence to our entire Quillx suite of Products.

The features available to you are determined by the inclusions and usage restrictions set out in the Subscription Package which you choose at the time of subscribing to a Product. You acknowledge and agree that if you exceed the usage restrictions or wish to make use of alternate or new features of a Product, you may be required to upgrade your Subscription.

5.Product specific terms

5.1Your use of BibleJoy

The terms set out in this section 5.1, apply only to your use of our AI bible companion chatbot which offers you conversational interaction, study plans and daily verses, known as BibleJoy (BibleJoy).

BibleJoy is designed to support your engagement with matters of religious faith by generating responses, reflections and related information based on Bible translations available in the public domain. BibleJoy does not provide religious, spiritual, pastoral, theological, professional, medical, legal or financial advice. Any content, responses or suggestions generated by BibleJoy are for personal reflection, information and support only, and must not be relied upon as a substitute for guidance from a qualified professional or from your own religious leader, tradition or community.

You acknowledge that BibleJoy generates responses using Language Model, that those responses may produce Hallucinations, be inaccurate, incomplete or contextually inappropriate, that they may not reflect the teaching or interpretation of any particular denomination, tradition or translation, and that they should be verified against scripture and other trusted sources. We make no representations or warranties regarding the theological or doctrinal correctness of any response, and we do not endorse any particular denomination, tradition or belief.

BibleJoy may provide facilities whereby you may receive messages, such as daily verses or reminders, through the Messaging Channel you use. By using BibleJoy, you consent to us sending you relevant messages via that channel. You are solely responsible for configuring, and where available disabling, the messaging options made available to you, and you may stop receiving messages using the facility we provide or by contacting us.

Please feel free to email us at support@biblejoy.ai if you have any questions regarding BibleJoy.

6.Payment

Payment must be made according to the Payment Terms.

Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are inclusive of GST, withholding taxes, duties, tariffs and charges imposed or levied in Australia, or overseas, in connection with this Agreement.

You are responsible for all bank fees and charges applied by the payment gateway provider.

7.Requirements for use

7.1Access

You acknowledge and agree that certain features of the Products will only be accessible using the internet and will not operate as anticipated "locally" from your own servers or devices without such internet access.

To use a Product that operates through a Messaging Channel, you must have a compatible messaging service, account and device with the relevant Messaging Platform.

To make full use of any mobile application version of a Product, you must allow your device access to certain services like data connectivity, email, address book, SMS, location services and storage. If you refuse to grant access to services such services, the Products may not function as anticipated, or at all.

7.2Support

Support for the Products is provided in accordance with the support arrangements made available via the relevant Product or on our Website and may vary from time to time.

7.3Outages and system maintenance

If it is necessary to interrupt your use of any Product, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, the Products will be unavailable.

You acknowledge that access to the Products may be changed, interrupted or discontinued for many reasons, some of which are beyond our control (including the unavailability of the third party Messaging Platforms, Language Model providers and other third party service providers on which the functioning of our Products depend) and that during routine maintenance there may be updates to the Products which may change the interface and manner in which they function.

To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to access any of our Products, whether planned or not, and any such interruptions will not constitute a breach by us of this Agreement.

8.Your use of the Products

8.1Registering an Account or providing information

In order to use the Products, you are required to provide us with Personal Information which for some Products includes the phone number or messaging handle or you may be required to create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account or providing the Products to you. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by contacting us or by updating your Account details where applicable, whenever any such information changes and that you will not provide false or misleading information.

8.2Account and access security

Maintaining the security of your access to the Products is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep the Products secure and we ask you to contribute.

Where you have an Account, you agree not to disclose those credentials to another person or permit them to access your Account, and not to allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. Where you access a Product through a Messaging Channel, you are responsible for the security of the phone number, device and Messaging Channel account you use. You are responsible for the activities undertaken using your Account and Messaging Channel, whether such activities are authorised by you or not.

8.3Lawful use of the Products

You undertake not to upload, store, input or access any data or User Content on or use the Products if such use, input, access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia or the jurisdiction in which you operate).

8.4Conduct which is expressly prohibited

You must not use or include any part of the Products in any service bureau or fee generating service offered to third parties.

You must not:

(a)in any way tamper with, hinder or modify the Products;

(b)use the Products directly or indirectly for any unlawful activity or transmit or generate any information or material unlawfully, or input any User Content to the Product which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;

(c)input into a Product any personal or sensitive information about another person unless you are authorised or have that person’s consent to do so;

(d)knowingly transmit any viruses or other disabling features to or via the Products;

(e)use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from the Products or our Website for any purpose including the sending of unsolicited emails, soliciting our or another user’s clients or duplicating the content of the Products;

(f)use the Products, the Outputs or any part of them to develop, train or improve any Language Model, product or dataset that competes with the Products;

(g)intentionally disable or circumvent any protection or disabling mechanism of the Products;

(h)install or store any software applications, code or scripts on or through the Products;

(i)gain access to parts of the Products that you are not authorised or entitled to access under your Subscription;

(j)use the Products in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of the Products; or

(k)attempt, facilitate or assist another person to do any of the above acts.

8.5Our right to suspend

We reserve the right to limit or suspend your licence to access any Product if you fail to pay the Subscription Fee, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your Subscription will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fee.

9.Use of Language Models

The Products use Language Models provided by Third Party Services, to generate responses, power our Product related chatbots and agents and interpret information you provide.

You acknowledge and agree that the use of any Language Model in relation to a Product, carries a statistical degree of uncertainty and their capability is limited to and reflective of their training data. Language Models do not fully grasp contextual nuances or derive information from authoritative and verified sources. As such, the production of Hallucinations is common in results derived from Language Models, and Outputs may be inaccurate, out of date or incomplete.

Outputs are provided as information and suggestions only and are not professional, medical, legal, financial, religious or other advice. The responses our Products generate do not decide anything about you. You are responsible for evaluating the Outputs and for deciding whether, and how, to rely on or use them. You should not rely on Outputs for any decision that warrants professional advice and you should obtain that advice from an appropriately qualified professional.

As between you and us, and subject to your compliance with this Agreement, we do not claim ownership of the Outputs generated through any Product and you may use them for your own purposes in accordance with this Agreement. Because of the nature of Language Models, however, Outputs may not be unique, the same or substantially similar Outputs may be generated for other users and we do not warrant that Outputs are original or that their use will not infringe the rights of a third party.

10.Messaging Platforms and App Marketplace Providers

Certain Products are made available to you through Messaging Platforms. Your use of a Messaging Platform is governed by that platform provider’s own terms of service and privacy policy, and not by us. We are not responsible for the Messaging Platforms, their availability, or the way they handle your information, and standard message and data charges from your carrier or platform provider may apply.

Mobile application versions of the Products may be made available from Google Play and the Apple App Store (App Marketplace Providers).

This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for the Products, and we are solely responsible for:

(a)their support and maintenance;

(b)the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of the Products; and

(c)any claim that a Product fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of the mobile version of the relevant Product and any other remedies under consumer protection law. Your right to use a mobile version of a Product is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.

The App Marketplace Provider may monitor your use of the relevant Product and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.

If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.

11.Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

12.Third Party Services

Certain components or features of the Products may interface with applications or include links, data, resources, services and/or content (including publicly available Bible translations) that are provided or operated by third party service providers (such as Language Model providers, Messaging Platforms, payment providers and hosting providers) (Third Party Services).

You acknowledge and agree that, subject to any Non-excludable Condition, we are not liable for:

(a)the availability of such Third Party Services;

(b)any data, content, advertising or materials made available through such Third Party Services; or

(c)any damages you incur or allege to incur, either directly or indirectly as a result of your use of and/or reliance upon any such Third Party Services.

13.User Content and Intellectual Property

13.1Your User Content

If you provide us with content, including, without limitation, text, messages, photos, images, audio, video, code and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.

When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and licence to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Products), communicate, publish and distribute User Content for the purposes of allowing us to provide, improve, promote and protect the Products.

We do not use your User Content to train or fine-tune Language Models except where that User Content has been de-identified. Where we use User Content to improve the Products, we do so in accordance with our Privacy Policy.

You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within the Products.

While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.

13.2Use of our Intellectual Property

We warrant that we own or have a licence to use the Intellectual Property in the Products. Nothing in this Agreement transfers to you any Intellectual Property in the Products.

You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

(a)create an adaptation or translation of, all or part of the Products in any way;

(b)use the Products in a manner which may infringe any other person’s Intellectual Property;

(c)incorporate all or part of the Products in any other webpage, site, application or other digital or non-digital format; or

(d)except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in the Products.

14.Warranties

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we make no warranties or guarantees that the Products you subscribe to are fault free, regarding any Product’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, the Products including the Outputs, or their correctness, accuracy, timeliness, completeness, reliability or otherwise.

15.Limitation of liability

15.1Implied conditions

The parties expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

15.2Limitation of liability

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a)the Products being temporarily inaccessible for any reason beyond our control;

(b)incorrect, corrupt or lost data, or any inputs or Outputs of the Products;

(c)computer virus, trojan and other malware in connection with the Products;

(d)any statistical certainties of any Learning Model;

(e)security vulnerabilities in the Products or any breach of security that results in unauthorised access to, or corruption of data;

(f)any unauthorised activity in relation to the Products;

(g)the occurrence of an Event of Force Majeure; or

(h)any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

15.3Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

16.Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 15 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days, then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 15. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 15 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

17.Termination

17.1Termination by either party

Either party may terminate this Agreement in relation to any or all of the Subscriptions, by providing notice in writing to the other party, if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

Either party may terminate this Agreement for convenience by notice in writing to the other party prior to any Subscription Period, in which case this Agreement ends at the end of the then current Subscription Period related to the relevant Product.

We may also end this Agreement in relation to any Subscription if the applicable Product Account remains suspended for a period of more than 28 days or if a Third Party Services provider materially changes the scope, manner or price at which it provides its services to us.

Notwithstanding anything to the contrary, closing your Account where applicable, or messaging the relevant Product chatbot and asking us to cancel your Subscription, constitutes notice in writing to us of your intention to terminate. You acknowledge and agree that if we provide notice in writing via email, then that constitutes sufficient notice in writing from us and is effective from the date the email was sent.

17.2Actions upon termination

Upon terminating a Subscription, you must immediately stop using the Product associated with that Subscription; we reserve the right to erase any data associated with your use of that Product in accordance with our Privacy Policy; and you will no longer have access to that Product or any associated Account.

18.General

Assignment - Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party’s consent, which must not be unreasonably withheld.

Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Governing law - The laws of Queensland, Australia govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree that all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

(a)which we send to you, will be sent to the email address, phone number or Messaging Channel provided to us in connection with your use of a Product and by accepting these terms you give your consent to receive communications from us by any of those means; and

(b)which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 2.2.

Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability - Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.

Variations to this Agreement - We may vary this Agreement by giving written notice to you prior to the commencement of any Subscription Period. If you do not accept the terms of the variation, you may terminate your Subscription to any Product in accordance with clause 16.1. The variation takes effect at the beginning of the next Subscription Period.

19.Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or Product Account means the identifier and, where applicable, the username and access credentials used when you access any Product.

Agreement means these terms and conditions and any document incorporated into them by reference.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Hallucination means any false or misleading information presented by Language Models.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Language Model means a machine learning or other artificial intelligence system trained or trainable on data inputs, tailored to understanding and generating natural language text.

Messaging Channel means the phone number, messaging service or other channel through which you interact with a Product that operates within a Messaging Platform.

Messaging Platform means a third party messaging platform through which certain Products are made available, such as Apple iMessage, WhatsApp and RCS.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Outputs means the content, responses, suggestions, summaries and other material generated by the Language Models used in the Products.

Payment Terms mean the requirement to make payment immediately on commencement of any Subscription, in accordance with the selected Subscription Package in relation to a Product.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Product means an individual product in the Quillx suite, and Products means all those products collectively.

Subscription means a licence to use a Product you have subscribed for, to which the terms of this Agreement apply.

Subscription Fee means the periodic price for a Product’s Subscription Package, as set out on our Website, and if no price is specified then the use of the relevant Product is free.

Subscription Package means any of the subscription packages advertised on our Website from time to time.

Subscription Period means the period of time attached to any Subscription Package which you sign up for in relation to a Product, and if no period is specified, then the Subscription Period is 1 month.

You or your means the person or entity using any of the Products.

Us, we or our means Quillx Pty Ltd ACN 700 644 668.

Website means:

(a)in the case of BibleJoy, the website located at https://www.biblejoy.ai and any of its subdomains;