PLEASE READ THIS SOFTWARE USER AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE.
This Software User Agreement ("Agreement") is a legal agreement between you ("User") and Qiri Pty Ltd ("Company," "we," "us," or "our") governing your access to and use of our website and associated services (collectively, the "Software"). By accessing or using the Software, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not use the Software.
PART A: FOUNDATIONAL TERMS
1. ACCEPTANCE OF TERMS
By accessing or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including any additional terms and conditions and policies referenced herein. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.
Acceptance occurs by accessing, creating an account, or continued use after updates. We may update these Terms from time to time. Where changes are material, we will provide reasonable notice via email or in-product notification. Continued use of the services after the effective date of an update constitutes acceptance of the revised Terms. If you do not agree, you must stop using the services.
If you are accessing the Services under an additional written agreement with Qiri (such as a Master Services Agreement), that agreement governs to the extent of any inconsistency
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions
In these Software User Terms and Agreement, unless the context otherwise requires:
Account means a registered user account created to access or use the Software or Services.
Agreement means these Software User Terms and Agreement, including any schedules, policies or documents incorporated by reference.
AI Outputs means any data, text, content, recommendations, insights or other material generated, produced or output by the Software, including through automated or artificial intelligence processes.
Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Confidential Information means any information that is not publicly available and that is disclosed in connection with the Software or Services, including technical information, business information and user data, but excludes information that is publicly available other than through a breach of this Agreement.
Content means any information, data, text, images, files or other materials made available through the Software or Services, including AI Outputs.
Derived Data means data, statistics, insights, trends, and models generated or derived by Qiri from the User’s use of the Software or processing of User Content, provided such data is de-identified, anonymised, and aggregated such that it cannot be used to identify any individual or User.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered or unregistered, including copyright, trade marks, patents, designs, circuit layouts, trade secrets, and rights to use and protect the confidentiality of information.
Knowledge Twin means a digital profile, agent, or representation created by a User within the Software that reflects the User’s knowledge, expertise, content, or responses, and which may be discoverable or interactable by other users depending on visibility settings.
Feedback means any suggestions, comments, ideas, improvements or other feedback provided by a User in relation to the Software or Services.
Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes information or an opinion about an identified individual, or an individual who is reasonably identifiable.
Privacy Policy means Qiri’s privacy policy available at https://www.qiri.ai/privacy-policy, as updated from time to time.
Services means all services, features, functionality, interfaces, tools and support provided by Qiri in connection with the Software.
Private Knowledge Twin means a Knowledge Twin that is discoverable within the directory but cannot be queried or messaged by other users, except as explicitly permitted by the User.
Public Knowledge Twin means a Knowledge Twin that is discoverable by other users and may be interacted with through the Software.
Software means the Qiri software platform, including any associated applications, websites, APIs, updates, upgrades or documentation.
Website means the websites issued and maintained by Qiri
User, You or Your means any individual or entity that accesses or uses the Software or Services.
User Content or Customer Data means all data, content, files, prompts, instructions, and information (including any Personal Information) that you upload to, input into, submit through, or otherwise make available in connection with the Services.
We, Us, Our or Qiri means Qiri Pty Ltd
2.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) words in the singular include the plural and vice versa;
(c) a reference to a person includes an individual, partnership, corporation or other legal entity;
(d) a reference to legislation includes any amendment, re-enactment or replacement of that legislation; and
(e) “including” means “including without limitation”.
PART B: ACCESS AND USAGE
3. LICENSE
Subject to this Agreement, Qiri grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software and Services solely for your personal use or internal business purposes, and strictly in accordance with this Agreement. No rights are granted except as expressly set out in this Agreement.
4. AGE RESTRICTIONS
4.1 Minimum Age
You must be at least 18 years old to create an account.
4.2 Verification
We may request verification of age at any time. Failure to provide verification may result in account suspension.
4.3 Children's Privacy
If we discover that we have collected Personal Information from a person under 16 without verified parental consent, we will delete that information promptly. Parents or guardians may contact us at hello@qiri.ai to request deletion of a child's data.
5. USE OF WEBSITE
You agree not to:
(a) Use the Software for any unlawful or prohibited purposes;
(b) Modify, adapt, translate, or create derivative works based on the Software;
(c) Reverse engineer, decompile, or disassemble any portion of the Software;
(d) Use the Software in any manner that could damage, disable, overburden, or impair the Software or interfere with any other party's use of the Software;
(e) Use any automated system, including but not limited to "robots," "spiders," or "offline readers," to access the Software in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time;
(f) Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Qiri or users of the Website or expose them to liability;
(g) Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website; and
(h) You must comply with all applicable laws and regulations when using the services, including export control, sanctions, and data protection laws. You must not use the services in violation of any applicable legal restrictions.
6. BETA TESTING
6.1 Participation:
From time to time, We may invite Users to participate in beta testing of new features, services, or products (the "Beta Services"). Participation in Beta Services is voluntary and is subject to these Terms of Use and any additional terms and conditions provided to you in connection with the Beta Services.
6.2 Disclaimer:
The Beta Services are provided on an "as is" and "as available" basis and may contain bugs, errors, or other issues. We make no warranties regarding the performance, reliability, or security of the Beta Services, and your use of the Beta Services is at your own risk.
6.3 Feedback:
If you participate in beta testing, you may be asked to provide feedback, suggestions, or reports on the Beta Services ("Feedback"). By providing Feedback, you agree that We may freely use, modify, and incorporate your Feedback into its products and services without any obligation to you.
6.4 Termination:
We may discontinue or terminate the Beta Services at any time without notice. Upon termination, you agree to stop using the Beta Services and, if applicable, delete any copies of the Beta Services from your devices.
6.5 Confidentiality:
You agree that any information related to the Beta Services, including your Feedback, is confidential and may not be disclosed to any third party without the prior written consent of Us.
PART C: FEES AND COMMERCIAL TERMS
7. FEES AND PAYMENT
7.1 Fees and Subscription Models
The Software may be offered under different service plans, including free ("Free Tier") and paid subscriptions ("Paid Services"). If you elect to use Paid Services, you agree to pay the fees specified on our Website or checkout page ("Fees").
7.2 Billing and Auto-Renewal
(a) Billing Cycle: Fees are billed in advance on a monthly or annual basis, depending on your selection.
(b) Auto-Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel your subscription through your account settings prior to the renewal date.
(c) Payment Method: You authorise Qiri to charge your designated payment method for all Fees. You are responsible for keeping your payment information current.
7.3 Changes to Fees
Qiri reserves the right to change its Fees or introduce new charges at any time. We will provide you with reasonable prior notice (via email or in-app notification) of any price increase. Continued use of the Paid Services after the price change takes effect constitutes your agreement to pay the new amount.
7.4 Failure to Pay and Effect on Knowledge Twins
If we are unable to charge your payment method, or if you cancel your Paid Services, Qiri may:
(a) Downgrade: Your account may be automatically downgraded to the Free Tier;
(b) Feature Restriction: You may lose access to premium features, including advanced AI models, analytics, or increased storage;
(c) Knowledge Twin Visibility: Qiri reserves the right to unpublish, make private, or restrict interaction with your Public Knowledge Twins if your subscription lapses. To restore full visibility and interactivity of your Knowledge Twin, you must rectify your payment status; or
(d) Data Retention: While we do not immediately delete your data upon non-payment, we are under no obligation to retain User Content or Knowledge Twins for extended periods of unpaid inactivity.
7.5 Taxes
Unless stated otherwise, Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities (such as GST or VAT). You are responsible for payment of all such taxes.
7.6 Refunds and Remedies
Subject to your rights under the Australian Consumer Law, including consumer guarantees that cannot be excluded, Fees paid for Paid Services are generally non-refundable. Where we fail to meet a consumer guarantee:
(a) For major failures, you may choose between a refund, replacement, or compensation;
(b) For minor failures, we may elect to remedy the failure or provide a refund;
(c) Nothing in this Agreement limits or excludes any remedy available to you under the Australian Consumer Law.
PART D: USER CONTENT AND INTELLECTUAL PROPERTY
8. USER CONTENT AND LICENSE
8.1 User Responsibility
You are solely responsible for all User Content you upload, post, or otherwise transmit via the Software. You represent and warrant that:
(a) you are the sole and exclusive owner of all User Content or you have all necessary rights, licenses, consents, and releases to grant Qiri the rights in this Agreement;
(b) neither the User Content nor your submission of it will infringe, misappropriate, or violate a third party's intellectual property rights, or rights of publicity or privacy; and
(c) if you connect any third-party API or account (e.g., Google Drive, Notion) to the Software, you have checked that the third-party terms of service permit such connection and use of data for AI processing.
8.2 License to Qiri
(a) Operating License: You grant Qiri a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, and display your User Content solely as necessary to provide, maintain, and support the Software and Services during the term of this Agreement.
(b) AI Improvement Use (De-identified/aggregated): You grant Qiri a worldwide, non-exclusive, royalty-free licence to use de-identified and aggregated User Content and usage data to train, tune, validate, and improve Qiri’s models and Services. Qiri will not use User Content that identifies you to train public models, and will handle Personal Information in accordance with the Privacy Policy.
(c) Derived Data: You acknowledge and agree that Qiri may create Derived Data. Qiri shall own all right, title, and interest in and to such Derived Data. You acknowledge that Derived Data cannot be reversed, removed, or "unlearned" from Qiri’s AI models once incorporated, even after the termination of this Agreement or deletion of your Account.8.3 Prohibited Content
You must not upload, generate, or share content that is defamatory, obscene, pornographic, incites violence, infringes intellectual property rights, or otherwise violates any law (“Prohibited Content”). Qiri may remove Prohibited Content or suspend or terminate accounts where reasonably necessary to protect users, comply with law, or enforce these Terms. Where practicable, Qiri will provide notice and an opportunity to appeal, except where doing so would create risk, be unlawful, or compromise safety or investigations.
9. KNOWLEDGE TWINS AND VISIBILITY SETTINGS
9.1 Creating a Knowledge Twin
By creating a Knowledge Twin, you acknowledge and agree that Knowledge Twins are public by default, unless you elect otherwise through the Software’s available settings. A Public Knowledge Twin may be discoverable by other users of the Software and may be viewed, queried, or interacted with in accordance with the functionality of the Software. A public Knowledge Twin may display limited profile information, including:
(a) your username, handle, or display name;
(b) a profile image or avatar;
(c) areas of expertise, topics, description or categories selected by you; and
(d) other non-sensitive information you choose to associate with your Knowledge Twin.
9.2 Private Knowledge Twin
You may elect to make your Knowledge Twin private through the Software’s settings. For clarity, a Private Knowledge Twin may still be publicly visible as set out below, but will not be interactable by other users. The Private Knowledge Twin setting will still publicly display:
(a) your username, handle, or display name;
(b) a profile image or avatar;
(c) areas of expertise, and description (if provided by you); and
(d) such other non-sensitive information as you choose to display (if applicable).
9.3 Personal Information in Knowledge Twins
The Software does not display or make discoverable:
(a) user email addresses;
(b) user account identifiers other than profile information expressly disclosed in accordance with clauses 9.1 and 9.2;
(c) user payment information; or
(d) other private account-level personal information.
If you choose to include personal information (including your real name, image, or likeness) in your username, display name, or profile image, you acknowledge that this information may become publicly visible and such disclosure is made at your own discretion and risk.
9.4 Identity, Authenticity, and Misrepresentation
You must only create Knowledge Twins that represent yourself, or knowledge, content, or expertise that you are legally entitled to represent. You must not:
(a) create a Knowledge Twin that impersonates another person;
(b) misrepresent yourself as a real individual you are not;
(c) create Knowledge Twins that falsely suggest endorsement by, affiliation with, or identity of another person (including by way of example, creating Knowledge Twins that purport to represent public figures, executives, or celebrities where you are not that individual);
(d) use unauthorised voice recordings, biometric data, or deepfake technology to simulate an individual without their explicit written consent; or
(e) create fictional or deceptive profiles intended to mislead other users.
9.5 No Verification or Endorsement
Qiri does not verify the identity, credentials, qualifications, or expertise represented by any Knowledge Twin. You acknowledge that any interaction with a Knowledge Twin is at your own risk and that Qiri does not endorse, guarantee, or warrant the accuracy or legitimacy of any Knowledge Twin.
9.6 Knowledge Twin Responsibilities
You are solely responsible for:
(a) the information associated with your Knowledge Twin;
(b) reviewing, managing, and maintaining your Knowledge Twin’s visibility and profile information at all times; and
(c) the accuracy and legitimacy of any Knowledge Twin you create and any claims, disputes, or legal consequences arising from impersonation, misrepresentation, or false attribution are your responsibility, not Qiri’s.
Qiri reserves the right to suspend or remove Knowledge Twins that, in its reasonable judgment, violate this clause, without notice. Qiri may take such action without obligation to investigate or verify claims of impersonation. You explicitly grant Qiri the right to modify, suppress, or delete any Knowledge Twin that triggers safety guardrails or receives a credible takedown notice, without prior liability to you
10. INTELLECTUAL PROPERTY
All content, features, and functionality (including but not limited to software, text, displays, images, video, and audio) on the Software are owned by Qiri Pty Ltd, its licensors, or other providers of such material and are protected by Australian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
11. USER DATA AND PRIVACY
We may collect, use, and share your personal information in accordance with our Privacy Policy, which is incorporated into this Agreement by reference. By using the Software, you agree to the terms of our Privacy Policy.
We implement reasonable technical and organisational measures to protect user data against unauthorised access, loss, or misuse. Where required by law, we will notify users of any data breach affecting their personal information.
PART E: TERMINATION
12. TERMINATION
12.1 Termination and Suspension
We may terminate or suspend your access to the Software, without prior notice or liability, for any reason, including if you breach any term of this Agreement. Upon termination, your right to use the Software will immediately cease.
Upon termination, except for instances of Prohibited Content or breach of clause 8 or 9, Qiri will provide you with a reasonable opportunity (not less than 7 days) to download or export your User Content before deletion.
12.2 Survival
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, Sections 8.2 (License to Qiri), 10 (Intellectual Property), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 16 (Indemnity), 18 (No Publisher Liability), 24 (Dispute Resolution), and 25 (Governing Law and Jurisdiction).
PART F: WARRANTIES, LIABILITY, AND RISK ALLOCATION
13. DISCLAIMER OF WARRANTIES
The Software is provided "as is" and "as available," without any warranties of any kind, either express or implied, including but not limited to the implied warranties, including as to acceptable quality and fitness for purpose (to the extent applicable). We do not warrant that the Software will be uninterrupted, error-free, or free of viruses or other harmful components. Nothing in this Agreement excludes, restricts or modifies any consumer guarantees, rights or remedies under the Australian Consumer Law that cannot be excluded by law.
14. LIMITATION OF LIABILITY
14.1 No Liability for Indirect Damages:
To the fullest extent permitted by law, in no event shall Qiri, its affiliates, directors, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from
(a) your use or inability to use the Website;
(b) any unauthorised access to or use of our servers and/or any personal information stored therein;
(c) any interruption or cessation of transmission to or from the Website;
(d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Website by any third party;
(e) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Website, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not We have been informed of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose.
14.2 Maximum Liability:
To the fullest extent permitted by law, the aggregate liability of Qiri to you for all claims arising out of or relating to the use of the Website or these Terms of Use, whether in contract, tort, or otherwise, shall not exceed the greater of:
(a) the total amount you have paid to Us for access to the Website in the twelve (12) months prior to the event giving rise to the liability, or
(b) AUD $100.
14.3 Exclusions:
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, Our liability will be limited to the fullest extent permitted by applicable law.
14.4 Force Majeure
We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, pandemics, government actions, internet or infrastructure failures, or acts of third-party service providers.
14.5 Acknowledgement:
You acknowledge and agree that the limitations of liability set forth in this section reflect a reasonable and fair allocation of risk between you and Qiri, and that these limitations are an essential basis of the bargain between you and Qiri. You agree that any cause of action related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
15. AI DISCLAIMER AND HIGH-RISK USE
15.1 Accuracy
You acknowledge that the Software uses artificial intelligence and machine learning to generate outputs ("AI Outputs"). AI Outputs may be inaccurate, incomplete, or hallucinated. You must verify all AI Outputs before relying on them.
15.2 No Professional Advice
AI Outputs are for informational purposes only and do not constitute legal, financial, medical, or professional advice.
15.3 Human Review
You agree to ensure a qualified human reviews any AI Output before using it in a context where error could result in death, injury, or significant financial or legal loss.
16. INDEMNITY
16.1 General Indemnity
You agree to defend, indemnify, and hold harmless Qiri, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal costs) arising out of or relating to:
(a) your violation of this Agreement;
(b) your use of the Software, including any use of the Software's API features in violation of third-party terms; or
(c) your User Content, including any claim that your User Content infringes the intellectual property rights of a third party.
However, your liability under this indemnity shall be reduced to the extent that the relevant claim or loss was caused or contributed to by the negligence, fraud, or willful misconduct of Qiri.
16.2 Knowledge Twin Indemnity
You agree to indemnify and hold harmless Qiri, its directors, employees, and affiliates from any claims, losses, damages, or legal proceedings arising from:
(a) the creation or use of your Knowledge Twin;
(b) impersonation or misrepresentation of any person;
(c) content, advice, or outputs generated by your Knowledge Twin; or
(d) your breach of these Terms.
17. NO ADVICE
Any information provided is general information only. No advice should be taken as personal advice, in particular financial or health advice as We do not hold such license in any jurisdiction.
18. NO PUBLISHER LIABILITY
You acknowledge and agree that Qiri is a technology service provider and is not the publisher or author of any User Content or AI Outputs. You are solely responsible for any content you publish or share using the Software. To the extent permitted by law, you waive any claim against Qiri arising from the publication or distribution of User Content.
PART G: THIRD-PARTY RELATIONSHIPS
19. COPYRIGHT INFRINGEMENT AND TAKEDOWNS
19.1 Policy
Qiri respects the intellectual property rights of others and expects Users to do the same. We respond to copyright infringement complaints in accordance with the Copyright Act 1968 (Cth), the Digital Millennium Copyright Act (17 U.S.C. section 512) where applicable, and other relevant laws in the jurisdictions in which we operate. We may remove or disable access to material alleged to infringe copyright and, where appropriate, suspend or terminate accounts of repeat infringers.
19.2 Notice of Alleged Copyright Infringement
If you believe that material available through the Software (including content within a Knowledge Twin) infringes your copyright, please send a written notice to hello@qiri.ai including the following information (to the extent reasonably available):(a) your name and contact details (email address and, if available, a telephone number and address);
(b) identification of the copyrighted work claimed to have been infringed (or, if multiple works are involved, a representative list);
(c) identification of the material you claim is infringing and where it is located in the Software (for example, a URL, Knowledge Twin ID, or other information sufficient for us to locate it);
(d) a statement explaining why you believe the material infringes your copyright;
(e) a statement that you have a good faith belief that the use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and
(f) a statement that the information in your notice is accurate and that you are the copyright owner or are authorised to act on behalf of the copyright owner.
19.3 Our Response
Upon receipt of a valid notice, Qiri may, where reasonably necessary and appropriate:(a) remove or disable access to the identified material;
(b) notify the User who made the material available (where practicable);
(c) request additional information to assess the complaint; and/or
(d) take further action consistent with applicable law and these Terms. Qiri is not required to adjudicate disputes regarding copyright ownership and may require parties to resolve disputes through legal process.
19.4 Counter-Notice (Disputed Claims)
If you believe that material was removed or disabled as a result of mistake or misidentification, or that you are authorised to use the material, you may submit a written counter-notice to hello@qiri.ai including:(a) your name and contact details;
(b) identification of the material that was removed or disabled and where it appeared before removal (for example, a URL or Knowledge Twin ID);
(c) an explanation of why you believe the removal was mistaken or the material is authorised (including, where relevant, details of any licence or permission); and
(d) a statement that the information provided is accurate. Where required by applicable law (including the DMCA for US-based complainants or Users), Qiri may forward a counter-notice to the original complainant and restore the material unless legal proceedings are commenced within the timeframe prescribed by law.
19.5 Repeat Infringers
Qiri may suspend or terminate accounts of Users who are the subject of repeated or substantiated copyright complaints, taking into account the seriousness and frequency of the conduct and any information provided by the User.
19.6 Contact
Copyright complaints and counter-notices should be sent to: hello@qiri.ai
20. THIRD PARTY TERMS
Qiri accepts no liability for any loss or damage arising from your use of Third Party services, and your relationship with such third parties is governed solely by their agreements.
PART H: GENERAL PROVISIONS
21. EXPORT COMPLIANCE
You may not use, export, import, or transfer the Software except as authorised by Australian law, the laws of the jurisdiction in which you obtained the Software, and any other applicable laws. In particular, but without limitation, the Software may not be exported or re-exported into any embargoed countries or to anyone on a denied persons list.
22. PUBLICITY RIGHTS
If you are a business User, you grant Qiri a limited right to use your company name and logo as a reference for marketing or promotional purposes on our Website and in other public or private communications with our existing or potential customers. You may revoke this right by emailing hello@qiri.ai.
23. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in full force and effect.
24. DISPUTE RESOLUTION
If a dispute arises, the parties must first provide written notice to the other party and attempt to resolve the dispute through good faith negotiation for a period of not less than 30 days. If the dispute is not resolved, either party may commence mediation in Sydney, NSW, before commencing litigation, except for urgent interlocutory relief.
25. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of New South Wales, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them for determining any dispute concerning this Agreement.
