Terms & Conditions.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context otherwise requires, the following terms shall have the meanings set out below:

"Account" means the unique account created by or for a User to access and use the Platform, including all associated authentication credentials, profile information, and account settings.

“Account Information” means all information associated with a User's Account, including registration details, authentication credentials, subscription information, billing details, and usage history.

"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than fifty per cent (50%) of the voting securities or equivalent ownership interest of such entity.

“Agency Customers” means organisations that access or use the Platform, being organisations that offer or provide media, creative, brand, communications and/or talent agency services to third parties whether or not those third parties are Brand Customers or Rightsholder Customers or Influencer Customers.

"Applicable Data Protection Laws" means all laws, regulations, directives, and binding guidance relating to the processing of Personal Data applicable to the relevant party in the relevant jurisdiction, including but not limited to: (a) the EU GDPR; (b) the UK GDPR and the Data Protection Act 2018; (c) the Australian Privacy Act 1988 (Cth) (as amended by the Privacy and Other Legislation Amendment (Data Breaches) Act 2022, the Privacy Legislation Amendment (Enforcement and Other Measures) Act 2022, and the Privacy and Other Legislation Amendment (POLA) Act 2024); (d) the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (collectively, "CCPA/CPRA"); and (e) any other applicable data protection or privacy law.

"Authorised User" means any individual who is authorised by a Customer to access and use the Platform under the Customer’s Account, including employees, contractors, and agents of the Customer who have been granted access credentials.

"Brand Customer" means a Customer that accesses and uses the Platform's decision infrastructure, including the Search and Match, Compare and Analyse, and Track and Measure functionalities, for the purpose of identifying, evaluating, managing, and optimising sponsorship partnerships. Brand Customers are the primary subscribers to the Platform and are responsible for all applicable Fees as set out in Section 5.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in Adelaide, South Australia, Australia.

"Confidential Information" means all information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to: trade secrets, business plans, financial information, customer lists, technical data, algorithms (including Proprietary Algorithms), source code, product roadmaps, pricing information, and any information derived from the foregoing.

"Content" means all text, data, images, graphics, audio, video, information, documents, reports, analytics, scores, and other materials made available through or generated by the Platform.

"Contract Upload" means the submission of a sponsorship contract, agreement, or arrangement to the Platform's Track and Measure functionality for the purpose of monitoring, measuring, and reporting on the performance and compliance of that sponsorship arrangement. Each distinct sponsorship contract uploaded constitutes a separate Contract Upload for the purposes of Fee calculation under Section 5.

“Contract Year” means each 12-month period commencing on the Effective Date and each anniversary thereof.

"Controller" has the meaning given to it in the EU GDPR (or equivalent term under Applicable Data Protection Laws, including "business" under the CCPA/CPRA and "APP entity" under the Australian Privacy Act 1988).

"Customer" means the legal entity or individual that subscribes to the Services and enters into these Terms, including any organisation on whose behalf a User accesses the Platform. Customers include Brand Customers, Rightsholder Customers, Agency Customers or Influencer Customers (each as defined below).

"Customer Content" means all data, information, content, documents, materials, media, and other items uploaded, submitted, transmitted, posted, or otherwise provided to the Platform by a Customer, including but not limited to: Sensitive Personal Information, Sponsorship Data, Likeness, NIL, Profile Data, Personal Data, Voice Data, sponsorship entitlements data, reporting metrics, strategic reports, social media feed content, video content, sponsorship proposals, audience information, company details, brand assets and pricing information.

"Customer Data" means all data, information, content, and materials uploaded, submitted, transmitted, or otherwise provided to the Platform by or on behalf of a Customer or its Authorised Users, including Customer Content, Profile Data, and Sponsorship Data.

"Data Processing Addendum" or "DPA" means the data processing addendum between Sailias Technology and the Customer, as set out in Schedule 1 governing the processing of Personal Data by Sailias Technology on behalf of the Customer.

"Data Subject" has the meaning given to it in the EU GDPR (or equivalent term under Applicable Data Protection Laws, including "consumer" under the CCPA/CPRA and "individual" under the Australian Privacy Act 1988).

"Derivative Data" means any data, information, insights, analytics, scores, benchmarks, indices, aggregated statistics, or other outputs created, generated, compiled, analysed or derived by Sailias Technology through the processing, analysis, aggregation, anonymisation, or transformation of Customer Data, Customer Content, or other data inputs using the Platform’s proprietary technology and algorithms including Proprietary Algorithms or otherwise.

"Documentation" means all user guides, help files, technical documentation, API documentation, knowledge base articles, training materials, instructional materials and other documentation or materials made available by Sailias Technology in connection with the Platform or Services.

"Effective Date" means the date on which the User accepts these Terms through the Platform’s acceptance mechanism.

"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as amended, supplemented, or replaced from time to time.

"Fees" means the subscription fees, usage fees, and any other charges payable by the Customer to Sailias Technology for access to and use of the Services, as set out in the applicable Subscription or as otherwise agreed in writing between the parties.

"Force Majeure Event" means any act, event or circumstance including but not limited to: acts of God, natural disasters, pandemics, epidemics, act of war (declared or undeclared), terrorism, sabotage, riot, civil unrest, insurrection, orders or actions of any governmental authorities or sanctions, embargoes, labour disputes, power failures, internet or telecommunications failures, cyberattacks, and/or failures of any third-party service provider(s) which, or the consequences of which, are beyond the reasonable control of the affected party.

"GDPR" means, as applicable, the EU GDPR and/or the UK GDPR.

"Initial Term" means the initial period of the Subscription commencing on the Effective Date, as specified in the applicable Subscription.

"Influencer Customer" means a Customer who establishes a Profile on the Platform as a social media influencer, content creator, talent, or digital personality whose name, image, likeness, audience data, engagement metrics, preferences, social media profile, social media following and/or related information are uploaded and/or made available on the Platform whether for the purpose of being discovered, evaluated, and/or engaged with by Brand Customers in discussions for sponsorship opportunities or otherwise.

"Intellectual Property Rights" means all intellectual property rights of any kind, whether registered or unregistered, including but not limited to: patents, copyrights, moral rights, database rights, design rights, trademarks, service marks, trade names, domain names, trade secrets, know-how, inventions, algorithms (including Proprietary Algorithms), software, source code, object code, processes, techniques, methodologies, and all applications, renewals, extensions, and restorations thereof, in each case in any jurisdiction worldwide whether now known or hereafter developed.

"Law" means any applicable statute, regulation, by-law, ordinance, subordinate legislation, code of practice, industry code, standard, direction, order, decree, judgment, treaty, or other legislative measure, in each case of any government, regulatory authority, or professional body, as amended from time to time.

"Licence" means the limited licence to access and use the Platform granted to the Customer pursuant to Section 6 of these Terms.

"Likeness" means any visual or audio representation of a natural person, including photographs, images, video recordings, illustrations, avatars, and any other depiction (by any media now known or hereafter developed) that is recognisable as that person including their voice.

"Name, Image, and Likeness" or "NIL" means a natural person’s name (including any nickname, stage name, or professional name), image, likeness, voice, signature, biographical information, and any other attribute of personal identity that has commercial value or is capable of being associated with that person including Voice Data.

"Output Data" means all data, information, scores, analytics, insights, recommendations, reports, visualisations, match results, compatibility assessments, performance metrics, benchmarks, and other outputs generated by the Platform through the application of Sailias Intelligence to Customer Data, Customer Content, Profile Data, third-party data, and other inputs.

"Permitted Purpose" means the use of the Platform and Services solely for the Customer’s internal business purposes of evaluating, managing, benchmarking, tracking, and making informed decisions regarding sponsorship arrangements.

"Personal Data" has the meaning given to it in the EU GDPR (or equivalent term under Applicable Data Protection Laws, including "personal information" under the CCPA/CPRA and the Australian Privacy Act 1988).

"Platform Intelligence" has the meaning given in Section 4.4.

"Processor" has the meaning given to it in the EU GDPR (or equivalent term under Applicable Data Protection Laws, including "service provider" under the CCPA/CPRA).

"Profile" means the Customer profile created on the Platform by or on behalf of a Customer, and any information related to or associated therein.

"Profile Data" means all data and information contained in or associated with a Customer’s Profile, including personal information, professional information, organisational details, sponsorship history, portfolio details, and preferences.

"Prohibited Conduct" means any conduct that is prohibited under Section 19 of these Terms.

"Proprietary Algorithm" means the proprietary mathematical models, machine learning algorithms, natural language processing systems, scoring methodologies, weighting frameworks, matching engines, and other computational methods developed by Sailias Technology and used to power the Platform’s intelligence capabilities from time to time.

"Renewal Term" means each successive period for which the Subscription is renewed following the expiry of the Initial Term, as specified in the applicable Subscription.

"Reporting Metrics" means quantitative and/or qualitative data relating to the performance, reach, engagement, impact, return on investment, and/or other measurable, estimated or predictive, tracking and/or outcomes of sponsorship activities, including but not limited to: media exposure values, social media engagement metrics, audience impressions, brand sentiment scores, activation participation rates, and compliance metrics.

"Rightsholder Customer" means a Customer who maintains a Profile on the Platform as a sports team, league, federation, venue, event organiser, media property, or other entity holding (or exercising control or influence over decisions in relation to) sponsorship rights, assets, or entitlements that are made available on the Platform for the purpose of being discovered, evaluated, and engaged by Brand Customers for sponsorship opportunities.

"Sailias Platform" or "Platform" means the proprietary cloud-hosted software-as-a-service platform operated by Sailias Technology at sailias.com (or such other URL as chosen by Sailias from time to time), including all features, functionalities, tools, interfaces, algorithms (including Proprietary Algorithms), databases, and associated infrastructure provided as part of the Services.

"Sailias Intelligence" means the proprietary artificial intelligence, machine learning models, natural language processing systems, and algorithmic engines developed and operated by Sailias Technology that power the Platform’s Search and Match, Compare and Analyse, and Track and Measure functionalities, including all scoring, recommendation, benchmarking, and analytics capabilities.

"Sailias Technology" or "Company" means Sailias Technology Pty Ltd (ACN 686 626 120) a company incorporated under the laws of South Australia, Australia, with its registered office at Hincks Partners, Suite 1 1-5 Wakefield Street, Kent Town, South Australia 5067, Australia or PO Box 597 Fullarton, South Australia 5063.

"Scores" means the numerical or qualitative ratings, rankings, compatibility assessments, performance indices, and other evaluative measures generated by the Platform’s Proprietary Algorithms in relation to Customers and the Platform’s search and match, compare and analyse, track and measure features relating to Customers Profile Data and sponsorship opportunities, sponsorship proposals, sponsorship arrangements and/or sponsorship performance from time to time.

"Sensitive Personal Information" means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for uniquely identifying a natural person, data concerning health, data concerning a natural person’s sex life or sexual orientation, and any other categories of data classified as sensitive under Applicable Data Protection Laws.

"Services" means the Sailias Platform and all associated functionalities, features, tools, support, and services provided by Sailias Technology to Customers, including the Search and Match, Compare and Analyse, and Track and Measure capabilities, Platform Intelligence, Third Party Services and any additional services described in the Documentation or agreed in writing.

"Sponsorship Data" means all data and information relating to sponsorship arrangements, including but not limited to: sponsorship proposals, contracts, entitlements, deliverables, financial terms, performance reports, audience data, activation plans, rights holder information, and any other data pertaining to the evaluation, negotiation, execution, management, or measurement of sponsorship relationships.

"Subscription" means the Customer’s subscription to the Services under one of the available Subscription tiers, entitling the Customer to access and use specified features and functionalities of the Platform for the Subscription Period.

"Subscription Period" means the Initial Term together with any Renewal Term(s).

"Term" means the period commencing on the Effective Date and continuing until these Terms are terminated in accordance with Section 18.

"Terms" means these Terms and Conditions, including all schedules, annexes, and documents incorporated by reference, as amended from time to time pursuant to Section 26.

"Third Party Content" means any data, information, content, feeds, or materials sourced from or provided by third parties and made available through the Platform, including but not limited to: social media feeds, publicly available data, market data, industry reports, and content from third-party APIs.

"Third Party Terms" means the third party terms provided as part of the Services, available at [*****], as updated from time to time.

“Third Party Services” means the services provided to Sailias Technology, which Sailias Technology may offer or use in providing the Services to the Customer, under the relevant Third Party Terms, as updated from time to time.

"UK GDPR" means the EU GDPR as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (as amended).

"User" means any employee, contractor, or individual otherwise authorised by the Customer that accesses or uses the Platform, whether as a Customer, Authorised User, or otherwise.

"Voice Data" means any audio recording, voice sample, vocal characteristic, or other auditory representation of a natural person’s voice provided to or captured by the Platform.

1.2 Interpretation

1.2.1 The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

1.2.2 Unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) words importing a gender include every gender; (c) references to persons include bodies corporate, unincorporated associations, partnerships, trusts, and individuals; and (d) words importing the whole include a reference to any part thereof.

1.2.3 The words "include", "includes", "including", and "such as" shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those words.

1.2.4 References to legislation or legislative provisions include references to that legislation or legislative provision as amended, re-enacted, consolidated, or replaced from time to time, and to any subordinate legislation, regulations, or instruments made under such legislation.

1.2.5 References to sections, schedules, and annexes are references to sections of, and schedules and annexes to, these Terms.

1.2.6 A reference to a party includes that party's successors, permitted assigns, and personal representatives.

1.2.7 Where any word or phrase is given a defined meaning, any other grammatical form of that word or phrase shall have a corresponding meaning. A reference to "writing" or "written" includes electronic communications (including email) but does not include communications via social media platforms.

1.2.8 Any obligation on a party not to do something includes an obligation not to allow or cause that thing to be done.

1.2.9 References to "dollars", "$", or "AUD" are references to Australian dollars, unless otherwise specified.

2. ACCEPTANCE AND FORMATION OF AGREEMENT

2.1 Clickwrap Acceptance

These Terms constitute a legally binding agreement between the Customer and Sailias Technology. By clicking the "I Accept" button, checking the acceptance checkbox, or by otherwise affirmatively indicating acceptance of these Terms through the Platform’s designated acceptance mechanism (the "Clickwrap Mechanism"), the User agrees, and procures that the Customer agrees, to be bound by and comply with these Terms in their entirety. The Customer acknowledges that the Customer clicking the acceptance mechanism constitutes an electronic signature and that these Terms are enforceable to the same extent as a physically signed agreement.

2.2 Binding Agreement

Upon acceptance through the Clickwrap Mechanism, these Terms shall constitute a binding contract between the Customer and Sailias Technology. No access to or use of the Platform shall be permitted without prior acceptance of these Terms. Any attempt to access the Platform without acceptance of these Terms shall not create any rights in favour of the Customer.

2.3 Capacity

The User represents and warrants that they have the legal capacity to enter into these Terms and to perform their obligations hereunder. If the User is a natural person, the User represents that they are at least eighteen (18) years of age, or, if under eighteen (18) years of age, have obtained verifiable parental or legal guardian consent in accordance with Section 2.6.

2.4 Authority to Bind Customer

Where the User accepts these Terms on behalf of a Customer, the User represents and warrants that: (a) they have full authority to bind the Customer to these Terms; (b) the Customer agrees to be bound by these Terms; and (c) if the User’s authority to bind the Customer is revoked or terminated, the User and/or Customer shall immediately notify Sailias Technology. The User shall indemnify Sailias Technology against any loss arising from a breach of this representation.

2.5 Audit Trail

Sailias Technology shall use its reasonable endeavours to maintain an electronic record of each User’s acceptance of these Terms, including the date, time, IP address, browser information, and version of the Terms accepted. This record shall constitute prima facie evidence of the User’s and Customer’s acceptance and agreement to be bound by these Terms.

2.6 Age Restrictions

The Platform is not directed at persons under the age of eighteen (18). Users under the age of eighteen (18) may only access and use the Platform with the verifiable consent of a parent or legal guardian, who must also accept these Terms on the minor’s behalf. Sailias Technology reserves the right to request evidence of parental or guardian consent and to terminate any Account where such consent cannot be verified.

2.7 Acceptance of Privacy Policy

In addition to these Terms, the User must also accept the Sailias Platform Privacy Policy (available at sailias.com/privacy) prior to accessing the Platform. The Privacy Policy is incorporated into these Terms by reference. In the event of any conflict between these Terms and the Privacy Policy regarding the processing of Personal Data, the Privacy Policy shall prevail to the extent of the conflict.

3. ACCOUNT REGISTRATION AND ACCESS

3.1 Registration Requirements

To access and use the Platform, each Customer must complete the registration process by providing all required information, including a valid email address, full legal name (or authorised business name), and such other information as Sailias Technology may reasonably require. Sailias Technology reserves the right to request additional information or documentation to verify the Customer’s identity, authority, or eligibility or credit at any time.

3.2 Accuracy of Information

The Customer represents and warrants that all information provided during registration and at all times thereafter is true, accurate, current, and complete and will remain so. The Customer shall promptly update their Profile and Account information to ensure it remains accurate and complete at all times. Sailias Technology shall not be liable for any loss arising from the Customer’s breach of this Section 3.2.

3.3 Account Security and Credentials

The Customer is solely responsible for maintaining the confidentiality and security of their Profile and Account credentials, including usernames, passwords, and any multi-factor authentication mechanisms. The Customer shall: (a) not share their Account credentials with any third party (except as permitted for Authorised Users under Section 3.4); (b) immediately notify Sailias Technology of any unauthorised access to or use of their Account; (c) implement reasonable security measures to prevent unauthorised access; and (d) accept full responsibility for all activities that occur under their Profile and Account.

3.4 Multi-User Accounts for Customers

Customers that are organisations may designate multiple Authorised Users to access the Platform under a single organisational Account, subject to the access limits specified in their Subscription. The Customer shall: (a) ensure that each Authorised User has unique login credentials; (b) be responsible for all acts and omissions of its Authorised Users; (c) ensure all Authorised Users comply with these Terms; and (d) promptly revoke access for any Authorised User who no longer requires access or whose employment or engagement with the Customer has terminated.

3.5 Account Verification

Sailias Technology may, at its sole discretion, implement identity verification procedures for Customers, which may include email verification, phone verification, document verification, or other identity confirmation methods. The Customer agrees to cooperate with all reasonable verification requests. Sailias Technology may restrict Account functionality until verification is satisfactorily completed.

3.6 Right to Refuse Registration

Sailias Technology reserves the right to refuse registration, decline to create an Account, or limit Account access for any Customer at its sole discretion, including but not limited to where: (a) the Customer has previously had an Account terminated for breach of these Terms; (b) the information provided by the Customer is inaccurate, misleading, or incomplete; (c) the Customer is located in a jurisdiction where provision of the Services would violate applicable Law; or (d) Sailias Technology reasonably believes that the Account may be used for Prohibited Conduct.

3.7 Account Suspension Criteria

Sailias Technology may immediately cancel, suspend or restrict access to a Customer’s Account, without prior notice, where: (a) the Customer is in material breach of these Terms; (b) the Customer’s Account has been compromised or Sailias Technology reasonably suspects unauthorised access; (c) continued access poses (in the opinion of Sailias acting reasonably) a security risk to the Platform or other Customers; (d) the Customer is subject to sanctions or export control restrictions; (e) Fees remain unpaid beyond the applicable grace period; or (f) cancellation or suspension is required by applicable Law or court order. Sailias Technology shall use commercially reasonable efforts to provide notice of cancellation or suspension as soon as practicable.

3.8 Single Account Policy

Each Customer may maintain only one (1) Account on the Platform, unless expressly authorised in writing by Sailias Technology. The creation of multiple Accounts by a single Customer to circumvent access restrictions, Subscription limits, or these Terms is strictly prohibited and constitutes Prohibited Conduct.

4. DESCRIPTION OF SERVICES

The Platform provides sponsorship decision confidence that helps Customers to search for, evaluate, compare, track, and/or measure sponsorship arrangements or potential sponsorship opportunities. The Services comprise the following core functionalities:

4.1 Search and Match

The Search and Match functionality enables Customers to discover and evaluate potential sponsorship partnerships through the Platform’s Proprietary Algorithms (“Search and Match”). This functionality includes: (a) compatibility scoring between sponsorship seekers (brands, agencies, and other commercial entities) and rights holders (sports organisations, entertainment entities, media properties, influencers, and other sponsorship inventory owners) based on multi-dimensional analysis of brand alignment, audience overlap, strategic objectives, geographic relevance, and other proprietary factors; (b) intelligent matching recommendations based on Customer preferences, historical data, market benchmarks, and Sailias Intelligence; (c) search and filtering tools enabling Customers to identify potential sponsorship partners based on customisable criteria including industry sector, audience demographics, geographic reach, sponsorship budget range, rights holder category, and other parameters; and (d) shortlisting and comparison capabilities to facilitate efficient evaluation of multiple potential partners simultaneously.

4.2 Compare and Analyse

The Compare and Analyse functionality provides Customers with evidence-based tools for evaluating sponsorship proposals and existing arrangements (“Compare and Analyse”). This functionality includes: (a) proposal analysis tools that assess and score sponsorship proposals against configurable evaluation criteria, industry benchmarks, and best-practice frameworks; (b) benchmarking capabilities that enable Customers to compare sponsorship terms, pricing, entitlements, and performance metrics against anonymised industry data and comparable arrangements; (c) scenario modelling and forecasting tools that allow Customers to assess the projected return on investment, audience reach, media value, and other outcomes of proposed sponsorship arrangements; (d) risk assessment tools that evaluate the potential risks associated with a sponsorship arrangement, including reputational risk, financial risk, and compliance risk; and (e) comparative scoring of multiple proposals or arrangements to support objective decision-making.

4.3 Track and Measure

The Track and Measure functionality enables Customers to monitor, measure, and report on the performance of active sponsorship arrangements (“Track and Measure”). This functionality includes: (a) contractual compliance tracking that monitors the delivery of sponsorship entitlements and obligations against contractual commitments; (b) performance measurement tools that track and report on key performance indicators, including media exposure value, brand visibility, audience engagement, social media metrics, activation effectiveness, and return on investment; (c) automated reporting capabilities that generate customisable performance reports, dashboards, and visualisations; (d) alert and notification systems that inform Customers of material deviations from expected performance, upcoming deliverable deadlines, and contract milestones; and (e) end-of-term evaluation tools that provide comprehensive assessments of sponsorship arrangement outcomes to inform renewal decisions.

4.4 Platform Intelligence

Platform Intelligence provides AI-powered insights, recommendations, and decision support across different Platform functionalities. This includes: (a) machine learning-driven recommendations for sponsorship strategy, partner selection, pricing, and activation optimisation; (b) natural language processing capabilities for analysing unstructured data, including social media content, news articles, and user-generated content; (c) predictive analytics that forecast sponsorship outcomes based on historical data and market trends; (d) anomaly detection systems that identify unusual patterns in sponsorship performance data; (e) automated insight generation that surfaces actionable intelligence from the Customer’s sponsorship portfolio; and (f) industry-level intelligence derived from anonymised and aggregated data across the Platform’s Customer base, subject to all applicable data protection and confidentiality obligations.

4.5 Service Availability

The Platform is provided as a cloud-hosted, browser-based software-as-a-service offering. The Platform is not available for download, installation, or local deployment. Customers access the Platform exclusively through a supported web browser via an internet connection. Sailias Technology shall specify minimum browser and connectivity requirements in the Documentation and may update these requirements from time to time upon reasonable notice to Customers.

4.6 Platform Modifications and Updates

Sailias Technology reserves the right, at its sole discretion, to modify, update, enhance, or discontinue any feature, functionality, or aspect of the Platform at any time, including by: (a) adding new features or functionalities; (b) improving, modifying, or optimising existing features; (c) removing features or functionalities that are underutilised, redundant, or no longer commercially viable; (d) updating the Platform’s user interface, design, or navigation; and (e) modifying the Platform’s underlying technology, Proprietary Algorithms, or infrastructure. Sailias Technology shall use commercially reasonable efforts to provide advance notice of any material changes that may adversely affect the Customer’s use of the Platform. Minor updates, bug fixes, and security patches may be deployed without prior notice.

4.7 Audit Right

Sailias Technology (or its authorised auditor) shall be entitled, from time to time, to audit the Customer’s (including Authorised Users’) activities, use of the Platform and Services to ensure compliance with the terms of this Agreement. If and to the extent that Sailias Technology requires access to data and/or information that is not available to it (and accessible by the Customer) in order to undertake such audit, the Customer shall promptly provide Sailias Technology with such data and/or information upon request. Any such audit shall be conducted at Sailias Technology's cost unless a material breach is identified, in which case the Customer shall reimburse reasonable audit costs.

4.8 Third Party Services

Sailias Technology may offer Third Party Services for the Customer to use alongside or in conjunction with the Services from time to time. Any Third Party Services that the Customer uses may be subject to additional Third Party Terms.

Customer agrees that it is their responsibility to check the Third Party Terms from time to time for any additional terms which may apply to the use of the Services, and comply with such Third Party Terms.

5. SUBSCRIPTION AND FEES

5.1 Customer Categories, Subscription Fees, and Pricing

The Platform recognises three (3) distinct categories of Customer, each with different Fee obligations as follows:

(a) Brand Customer. Brand Customers are the primary subscribers to the Platform and utilise the Platform's decision infrastructure for sponsorship identification, search, evaluation, management, and tracking and measuring for a brand subscription fee as set out in the applicable Subscription (the "Brand Subscription Fee").

(b) Additional Contract Upload Fees for Brand Customers. Where a Brand Customer wishes to upload additional sponsorship contracts to the Track and Measure functionality beyond the one (1) Contract Upload included in the Brand Subscription Fee, Contract Upload fees shall apply as set out on the Platform depending on the type of contract: Usage Fees for additional Contract Uploads are incurred at the moment a Contract Upload is successfully submitted to and accepted by the Platform. Sailias Technology may invoice Usage Fees at point-of-use or monthly in arrears, as specified in the applicable Subscription. A Contract Upload is classified as a "Rightsholder Contract Upload" if the counterparty to the sponsorship arrangement is a Rightsholder Customer or an entity holding sponsorship rights; otherwise, it is classified as an "Influencer Contract Upload" if the counterparty is an Influencer Customer or an individual content creator. If classification is disputed, Sailias Technology shall act reasonably and in good faith, and any reclassification shall apply prospectively only. All Fees are set out in your Subscription.

(c) Rightsholder Customers and Influencer Customers. Rightsholder Customers and Influencer Customers do not use the Platform's decision infrastructure for searching, matching, comparing, or analysing sponsorship opportunities; rather, they maintain Profiles and provide data on the Platform to be discovered and evaluated by Brand Customers. The consideration provided by Rightsholder Customers and Influencer Customers in exchange for their access to the Platform is the grant of the NIL licence and the provision of Customer Content, Profile Data, and other information as set out in Sections 7 and 8 of these Terms.

Sailias Technology reserves the right to modify Fees, and the scope of included services at any time, subject to Section 5.5. Any changes to Fees shall not affect the pricing for any current or paid Subscription Period.

5.2 Payment Terms

Fees are payable in advance for each Subscription Period (monthly or annually, as selected by the Customer) by the payment method designated at the time of Subscription. Payment is due upon invoice or, for automated payments, on the date specified in the Subscription confirmation. All invoices shall be paid within thirty (30) days of the invoice date unless otherwise specified in the applicable Subscription.

5.3 Non-Refundable Fees

Except as expressly set out in these Terms or as required by applicable Law, all Fees are non-refundable. Subscription Fees are non-refundable once the Subscription Period has commenced. Usage Fees for additional Contract Uploads are non-refundable once the Contract Upload has been processed by the Platform, except where the Platform materially fails to perform the Track and Measure service for that Contract Upload (in which case the sole remedy, subject to mandatory law, shall be re-processing of the Contract Upload or crediting the applicable Usage Fee to the Brand Customer's account). Nothing in this Section 5.3 excludes or limits other rights which cannot be limited or excluded by applicable Law.

5.4 Currency and Taxes

Unless otherwise specified, all Fees are quoted in Australian dollars (AUD). Fees are exclusive of all applicable taxes, duties, levies, and similar charges, including but not limited to goods and services tax (GST), value added tax (VAT), sales tax, and withholding tax, all of which shall be payable by the Customer in addition to the Fees. Where Sailias Technology is required to collect tax, the applicable tax will be added to the Customer’s invoice.

5.5 Price Changes

Sailias Technology may increase Fees upon not less than fourteen (14) days’ prior written notice to the Customer. For Customers on annual Subscription plans, any price increase shall take effect from the commencement of the next Renewal Term and be deemed to have immediately been updated in the Subscription. If the Customer does not agree to a price increase, the Customer may terminate the Subscription by providing written notice before the Renewal Term commences, and such termination shall take effect at the end of the current Subscription Period.

5.6 Late Payment Consequences

Without prejudice to any other rights or remedies available to Sailias Technology, if the Customer fails to pay any Fees when due: (a) Sailias Technology may charge interest on the overdue amount, accruing on a daily basis, at an annual rate of 2% over the then-current base lending rate of the central bank in the Customer’s location from time to time, calculated from the due date until the date of actual full payment; (b) Sailias Technology may cancel, suspend or restrict the Customer’s access to the Platform upon fourteen (14) days’ written notice of non-payment; and (c) the Customer shall reimburse Sailias Technology for all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.

5.7 Suspension for Non-Payment

Notwithstanding Clause 5.6, if any Fees remain unpaid for more than thirty (30) days after the due date, Sailias Technology may, without liability, immediately cancel or suspend, without notice, the Customer’s and all associated Authorised Users’ access to the Platform until all outstanding amounts (including any accrued interest) have been paid in full. Suspension shall not relieve the Customer of its obligation to pay outstanding Fees.

5.8 Free Trial Provisions

Sailias Technology may, at its sole discretion, offer free trial access to the Platform to the Customer (the "Trial Period"). During the Trial Period, the Customer shall be subject to these Terms in their entirety. Unless the Customer subscribes to a paid Subscription before the expiry of the Trial Period, access shall (or at the discretion of Sailias Technology may), be automatically terminated at the end of the Trial Period without further notice. Sailias Technology makes no commitment to offer or continue offering free trials and may discontinue or modify trial offerings at any time.

5.9 Auto-Renewal and Cancellation

Unless otherwise specified in the applicable Subscription, Subscriptions shall automatically renew at the end of each Subscription Period for successive periods of the same duration (each a "Renewal Term") at the then-current Fees, unless: (a) the Customer provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Period; or (b) these Terms are terminated in accordance with Section 18. Sailias Technology shall send a renewal reminder to the Customer’s registered email address at least fourteen (14) days before the commencement of each Renewal Term.

5.10 Cooling-Off Rights

Nothing in these Terms limits or excludes any statutory right to a cooling-off period that may apply under mandatory consumer protection laws. In particular: (a) consumers in the European Union and the United Kingdom may have a right to cancel within fourteen (14) days of entering into these Terms; (b) Australian consumers retain all rights under the Australian Consumer Law, including any applicable statutory cooling-off periods; and (c) these statutory rights exist in addition to, and are not limited by, any other provision of these Terms.

5.11 Fee Exemption for Rightsholder Customers and Influencer Customers

Rightsholder Customers and Influencer Customers are not currently required to pay Fees to Sailias Technology for their access to or use of the Platform or Services. The parties acknowledge and agree that Rightsholder Customers and Influencer Customers provide benefit to Sailias Technology through the provision of Customer Content, Profile Data, NIL Assets and other information to the Platform, and likewise benefit from the increase in sponsorship opportunities to be discovered, evaluated, and engaged by Brand Customers through the Platform constituting valuable consideration.

Notwithstanding the foregoing Fee exemption, Rightsholder Customers and Influencer Customers remain bound by all other obligations under these Terms, including without limitation their obligations under Sections 3 (Account Registration), 7 (Customer Content and Data), 8 (NIL Grant), 12 (Data Protection), 15 (Representations and Warranties), 17 (Indemnification), and 19 (Acceptable Use Policy).

6. LICENCE GRANT AND RESTRICTIONS

6.1 Licence to Use Platform

Subject to the Customer's compliance with these Terms and, in the case of Brand Customers, payment of all applicable Fees, Sailias Technology hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Period (or, for Rightsholder Customers and Influencer Customers, for the duration of their active Account) solely for the Permitted Purpose. This Licence does not convey any ownership interest in or to the Platform and is subject to all restrictions, limitations, and conditions set out in these Terms.

6.2 Restrictions

The Customer shall not, and shall procure that any Authorised User shall notpermit or enable any third party to, directly or indirectly:

(a) copy, reproduce, download, store locally, distribute, publish, display, perform, or create derivative works of the Platform, any Platform component, or any Content, except as expressly permitted by these Terms;

(b) modify, translate, adapt, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms (including Proprietary Algorithms), third-party data sources, methodologies underlying the Platform outputs (including compatibility scores), data structures, or underlying ideas or techniques of the Platform or any component thereof;

(c) sublicence, rent, lease, sell, resell, transfer, assign, or otherwise make available the Platform or any rights therein to any third party;

(d) use the Platform to develop, train, or improve any competing product or service, or for the benefit of any competitor of Sailias Technology;

(e) circumvent, disable, or interfere with any security, authentication, access control, digital rights management, or usage limitation features of the Platform;

(f) use any automated means, including robots, spiders, crawlers, scrapers, or similar technologies, to access, collect data from, or interact with the Platform, except as expressly permitted through authorised API access;

(g) remove, alter, obscure, or deface any proprietary notices, third party attribution notices, labels, marks, or branding on or within the Platform;

(h) use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform;

(i) access the Platform in order to benchmark or conduct competitive analysis of the Platform or the Services;

(j) use the Platform to transmit any viruses, malware, or other harmful code;

(k) use the Platform in violation of any applicable Law or for any unlawful purpose;

(l) publish, capture, reproduce, or distribute screenshots or export any Third Party Content, Profile Data, Personal Data, platform data, audience metrics or compatibility scores except for internal use within the Customer. Any external use requires Sailias Technology’s prior written approval which shall be exercisable in its discretion and may also require third-party approval;

(m) share screenshots of the Platform data containing third party data on any form of social media; or

(n) attempt to do any of the foregoing.

The Customer agrees that any breach of this section 6.2 shall be deemed a material breach of these Terms.

6.3 Non-Downloadable Software

No component of the Platform, including but not limited to software, algorithms (including Proprietary Algorithms), databases, or other technology, may be downloaded, installed, or run on any local device, server, or infrastructure. The Licence granted herein is limited to remote, browser-based access to the Platform as hosted and maintained by Sailias Technology. Any unauthorised attempt to download, copy, or locally deploy any Platform component shall constitute a material breach of these Terms and may give rise to claims for intellectual property infringement.

6.4 API Access

Sailias Technology may, at its sole discretion, make certain Platform functionalities available through application programming interfaces (APIs). Any use of Platform APIs shall be subject to: (a) these Terms; (b) the Sailias Platform API Terms of Use (as published separately by Sailias Technology from time to time); and (c) any applicable rate limits, access controls, and usage restrictions specified in the API documentation. Sailias Technology reserves the right to modify, suspend, or discontinue API access at any time.

6.5 Documentation Licence

Subject to the Customer’s compliance with these Terms, Sailias Technology grants the Customer a limited, non-exclusive, non-transferable licence to access, view, and internally use the Documentation solely in connection with the Customer’s authorised use of the Platform. The Customer may make a reasonable number of copies of the Documentation for internal reference purposes, provided that all proprietary notices and attributions are preserved.

7. CUSTOMER CONTENT AND DATA

7.1 Customer-Uploaded Content

The Platform enables Customers to upload, submit, and provide various types of content and data, including but not limited to: (a) sponsorship entitlements data detailing the rights, benefits, and deliverables under sponsorship arrangements; (b) reporting metrics and performance data relating to sponsorship activities; (c) strategic reports, market analyses, and business plans; (d) social media feed content from connected third-party social media accounts; (e) video content, images, and multimedia assets; (f) sponsorship proposals, offer documents, and negotiation materials; (g) audience data, demographic information, and market research; (h) company details, brand information, organisational profiles, and executive biographies; (i) brand assets, logos, creative materials, and marketing collateral; (j) pricing information, financial data, and commercial terms; and (k) Profile Data, Personal Data, and Likenesses, NIL Data.

7.2 Customer Representations and Warranties Regarding Content

By uploading, submitting, or providing any Customer Content to the Platform, the Customer represents and warrants that: (a) the Customer owns or has obtained all necessary rights, licences, consents, and permissions to provide the Customer Content to the Platform and to grant the licences described in Section 7.3; (b) the Customer Content does not and will not infringe, misappropriate, or violate any third party’s Intellectual Property Rights, rights of publicity, rights of privacy, moral rights, or any other proprietary or personal rights; (c) all Personal Data contained in or relating to the Customer Content has been lawfully collected and the Customer has obtained all necessary consents, authorisations, and legal bases required under Applicable Data Protection Laws to process and share such Personal Data with Sailias Technology; (d) the Customer Content is accurate, complete, and not misleading in any material respect; (e) the Customer Content does not contain any defamatory, obscene, offensive, threatening, or otherwise unlawful material; and (f) the Customer Content complies with all applicable Laws, regulations, industry codes of practice and the Acceptable Use Policy.

7.3 Licence Grant from Customer to Platform

By providing Customer Content to the Platform, the Customer hereby grants to Sailias Technology a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable licence during the Term to: (a) use, reproduce, store, process, transmit, display, and distribute the Customer Content solely as necessary to provide, operate, maintain, and support the Services; (b) analyse, aggregate, and process the Customer Content through the Platform’s Proprietary Algorithms and Sailias Intelligence to generate Output Data, Scores, insights, and recommendations; (c) create Derivative Data from the Customer Content, including anonymised and aggregated statistical data; and (d) improve and enhance the Services, Sailias Intelligence, and Proprietary Algorithms.

7.4 Restrictions on Platform's Use of Customer Content

Notwithstanding the licence granted in Section 7.3, Sailias Technology shall: (a) process Customer Content exclusively within the Platform’s secure infrastructure using its proprietary technology and algorithms (including Proprietary Algorithms); (b) not sell, rent, lease, or commercially distribute Customer Content to any third party in an identifiable form; (c) implement appropriate technical and organisational measures to protect Customer Content in accordance with Section 12.8; and (d) process Customer Content only to the extent necessary for the purposes described in Section 7.3.

7.5 Aggregated and Anonymised Data

The Customer acknowledges and agrees that Sailias Technology may create anonymised, aggregated, and statistical data derived from Customer Content and other Platform usage data ("Aggregated Data"), provided that such Aggregated Data: (a) does not identify, and cannot reasonably be used to identify, any individual User, Customer, or Data Subject; (b) does not disclose any Confidential Information in an identifiable form; and (c) is created in compliance with Applicable Data Protection Laws. Sailias Technology may use Aggregated Data for any lawful purpose, including to develop and improve the Services, create Platform Intelligence, generate industry benchmarks, conduct research, and publish industry reports.

7.6 Customer Responsibility for Content Accuracy

The Customer is solely responsible for the accuracy, completeness, legality, reliability, and appropriateness of all Customer Content. Sailias Technology does not verify, validate, or endorse Customer Content and shall not be liable for any errors, inaccuracies, or omissions in Customer Content, or for any loss or damage resulting therefrom. The quality, accuracy, and usefulness of Output Data and Platform-generated insights are directly dependent upon the quality and accuracy of the underlying Customer Content.

7.7 Content Moderation

Sailias Technology reserves the right, but has no obligation, to review, screen, monitor, edit, move, or remove any Customer Content at its sole discretion, including where Sailias Technology reasonably believes that the Customer Content: (a) violates these Terms, the Acceptable Use Policy, or applicable Law; (b) infringes any third party’s Intellectual Property Rights or other rights; (c) poses a security or privacy risk to the Platform or other Customers; (d) is inaccurate or misleading in a manner that may adversely affect other Customers; or (e) is otherwise objectionable or may cause reputational damage. Sailias Technology shall use commercially reasonable efforts to notify the Customer of any removal or restriction of Customer Content, except where notification is prohibited by Law or may compromise an investigation.

8. NIL LICENCE

8.1 Grant of NIL Licence

By accepting these Terms and creating a Profile on the Platform, the Customer grants to Sailias Technology a limited, non-exclusive, revocable (subject to Section 8.7), worldwide licence to use, reproduce, display, distribute, process, analyse, and create derivative insights from the Customer’s Name, Image, Likeness, Voice (to the extent provided), and all other information, data (including Derivative Data), and materials associated with the Customer’s Profile (collectively, the "NIL Assets"), solely for the purposes and subject to the limitations set out in this Section 8. The Customer acknowledges that this NIL licence is integral to the operation of the Platform and the provision of the Services.

8.2 Purpose Limitation

The licence granted under Section 8.1 is strictly limited to enabling the Platform’s Sailias Intelligence systems to perform the following functions: (a) Search and Match — using NIL Assets to identify, evaluate, and score the compatibility between Customers for the purpose of facilitating sponsorship partnerships; (b) Compare and Analyse — using NIL Assets to analyse, benchmark, and evaluate sponsorship proposals and the relative merits of potential sponsorship partners; (c) Track and Measure — using NIL Assets to monitor, measure, and report on the performance of sponsorship arrangements, including brand visibility, audience engagement, and media exposure; and (d) Platform Intelligence — using NIL Assets to generate insights, recommendations, and analytics that enhance the Customer’s and other Customers’ sponsorship decision-making capabilities. The Platform shall not use NIL Assets for any purpose beyond the scope of these functions without the Customer’s separate, explicit, written consent.

8.3 Display to Other Platform Customers

The Customer acknowledges and consents to the fact that the licence granted herein includes the right for Sailias Technology to display the Customer’s Profile information (including NIL Assets) to other authorised Customers of the Platform for the purpose of facilitating sponsorship discovery, evaluation, and decision-making. Such display shall be limited to the Platform environment and shall be subject to any visibility settings or restrictions that the Customer may configure through their Account settings.

8.4 Inclusion in Platform Outputs

The Customer acknowledges and agrees that their Profile Data (including NIL Assets) may be included in, referenced by, or form part of Platform Outputs, including but not limited to: (a) compatibility scores and match results generated by the Search and Match functionality; (b) comparative analyses and benchmarking reports generated by the Compare and Analyse functionality; (c) performance analytics, compliance reports, and measurement dashboards generated by the Track and Measure functionality; and (d) industry benchmarks, trend analyses, and market intelligence reports generated by Platform Intelligence. Such Platform Outputs may be visible to other authorised Customers of the Platform in accordance with the relevant Subscription tier and applicable access controls.

8.5 Limitations on NIL Licence

The NIL licence granted under this Section 8 expressly does NOT extend to, and Sailias Technology shall not, without the Customer’s separate, explicit, written consent: (a) use the Customer’s NIL Assets in any advertising, promotional, or marketing materials of Sailias Technology or any third party; (b) create artificial intelligence-generated digital replicas, deepfakes, synthetic media, or digital twins of the Customer using their NIL Assets; (c) use the Customer’s NIL Assets outside the Platform environment or in any context unrelated to the provision of the Services; (d) sell, rent, lease, or commercially distribute the Customer’s NIL Assets to any third party in an identifiable form; (e) use the Customer’s NIL Assets to endorse any product, service, or entity without the Customer’s prior written consent; or (f) sublicence the Customer’s NIL Assets to any third party except to the extent strictly necessary for sub-processors to provide infrastructure services in support of the Platform.

8.6 Duration of NIL Licence

The NIL licence granted under this Section 8 shall: (a) commence upon the Customer’s creation of a Profile on the Platform; (b) continue for the duration of the Customer’s active Account and Subscription; and (c) survive for a wind-down period of ninety (90) days following the closure, termination, or deactivation of the Customer’s Account (the "Wind-Down Period"), during which Sailias Technology shall progressively remove the Customer’s NIL Assets from active Platform features and Outputs. During the Wind-Down Period, the Customer’s NIL Assets may continue to appear in cached content, existing reports previously generated for other Customers, and archived data, but shall not be used to generate new Outputs.

8.7 Revocation of NIL Licence

The Customer may revoke the NIL licence granted under this Section 8 by closing their Account in accordance with the Account closure procedures set out on the Platform. Upon revocation: (a) Sailias Technology shall cease using the Customer’s NIL Assets to generate new Outputs within a commercially reasonable timeframe, not to exceed thirty (30) days; (b) the Wind-Down Period described in Section 8.6 shall apply; (c) previously generated Outputs that reference or incorporate the Customer’s NIL Assets may be retained by Sailias Technology and by other Customers who received such Outputs during the licence period; and (d) Aggregated Data and Derivative Data that does not identify the Customer may be retained and used in accordance with Section 7.5. Revocation shall not affect the validity of any licences, Outputs, or rights that accrued prior to the effective date of revocation.

8.8 Minors and NIL Licence

Where the Customer is under the age of eighteen (18), the NIL licence granted under this Section 8 shall be valid only where verifiable parental or legal guardian consent has been obtained in accordance with Section 2.6. The parent or legal guardian who provides consent agrees to be bound by these Terms in respect of their child’s use of the Services and Platform. Sailias Technology reserves the right to request evidence of parental or guardian consent at any time and may restrict or remove a minor Customer’s Profile if such consent cannot be satisfactorily verified. This provision shall be interpreted in a manner consistent with the protections afforded to minors under applicable Laws, including the Children’s Online Privacy Protection Act (COPPA) in the United States and equivalent legislation in other jurisdictions.

8.9 California Residents

Customers who are residents of California acknowledge their rights under California Civil Code Section 3344 (the "Right of Publicity") and California Civil Code Section 3344.1 (post-mortem rights of publicity). By accepting these Terms and creating a Profile, California residents provide knowing consent to the use of their NIL Assets as described in this Section 8, and acknowledge that: (a) this consent is voluntary and informed; (b) the uses described herein are within the scope of their consent; (c) they have received good and valuable consideration for the NIL licence in the form of access to and use of the Platform; and (d) this consent may be revoked in accordance with Section 8.7, subject to the terms thereof. Nothing in this Section 8 shall be construed to waive any rights that cannot be waived under California law.

8.10 Corporate Customer Logo and Name Usage

By accepting these Terms and creating a Profile on the Platform, Customers who are corporate entities (“Corporate Customers”) consent and grant to Sailias Technology a perpetual, non-exclusive, royalty-free, worldwide, sublicensable, transferable licence to use, publish and display the Corporate Customer's name, logo, and trade marks (collectively, "Customer Marks") on Sailias Technology's website, Platform, marketing materials, and promotional channels for the purpose of identifying the Corporate Customer as a user of the Platform and/or Sailias Technology product. This information may be viewed by all Sailias Technology Platform users and website users. Should you have any objections or queries, please contact us at info@sailias.com.

9. PLATFORM INTELLIGENCE AND ALGORITHMIC OUTPUTS

9.1 Proprietary Algorithms

The Platform utilises proprietary artificial intelligence, machine learning models, natural language processing systems, and algorithmic engines (collectively, the "Proprietary Algorithms") to generate Scores, match results, comparisons, performance analytics, predictions, recommendations, and other Output Data. The Proprietary Algorithms are the exclusive property of Sailias Technology and constitute Confidential Information and trade secrets. The specific methodologies, weightings, data sources, and computational processes underlying the Proprietary Algorithms are proprietary and shall not be disclosed to Customers.

9.2 Outputs Are Recommendations Only

The Customer expressly acknowledges and agrees that all Platform Outputs, including Scores, match results, compatibility assessments, performance analytics, benchmarks, recommendations, and predictions, are provided solely as decision-support tools and informational resources. Platform Outputs are NOT final decisions, guarantees, endorsements, or professional advice. Customers must exercise their own independent professional judgment when making sponsorship decisions and should not rely solely on Platform Outputs. Platform Outputs do not constitute legal, financial, tax, or accounting advice, and Customers are advised to consult appropriate professional advisors before making material business decisions.

9.3 Customer oversight over Outputs

While Sailias Technology uses commercially reasonable efforts to ensure the quality and reliability of Platform Outputs, the Customer acknowledges that: (a) Scores and Outputs may contain errors, inaccuracies, or omissions; (b) Platform Outputs are based on available data and may not reflect all relevant factors; (c) algorithmic models are inherently probabilistic and may produce different results under different conditions; (d) the accuracy of Outputs is dependent upon the quality, completeness, and timeliness of the underlying data, including Customer Content and Third Party Content; (e) past performance data and historical trends are not reliable indicators of future outcomes; and (f) Sailias Technology makes no warranty or representation that Platform Outputs or third party data will be accurate, complete, reliable, current, or error-free.

Customers remain solely responsible for their own business decisions and should consider obtaining independent professional advice where appropriate, including legal, financial, and tax advice.

9.4 Human-in-the-Loop Design

The Platform is designed to augment, and not to replace, human decision-making in the sponsorship industry. All material sponsorship decisions should involve human review and oversight. The Customer acknowledges that the Platform is not designed or intended to make automated decisions that produce legal effects concerning, or that similarly significantly affect, any natural person without meaningful human intervention. Where any Platform Output may have a significant impact on an individual (including, for example, decisions affecting a rights holder’s commercial opportunities), the Customer shall ensure that a qualified human decision-maker reviews the Output before any decision is made or action is taken.

9.5 Non-Discrimination

Sailias Technology shall use commercially reasonable efforts to design, develop, test, and maintain the Proprietary Algorithms in a manner that minimises algorithmic bias based on protected characteristics, including race, ethnicity, gender, sexual orientation, age, disability, religion, and national origin. Sailias Technology conducts periodic reviews and audits of its Proprietary Algorithms for potential bias. However, the Customer acknowledges that no algorithmic system can guarantee the complete absence of bias and that Sailias Technology does not warrant that the Proprietary Algorithms are free from all forms of bias.

10. TRANSPARENCY

Sailias Technology shall make available, through the Documentation and/or the Platform, a general explanation of the scoring methodologies and the types of factors considered by the Proprietary Algorithms in generating Platform Outputs. This explanation shall be sufficient to provide Customers with a meaningful understanding of the logic and general principles underlying the Proprietary Algorithms, without disclosing proprietary trade secrets, specific weightings, or detailed technical implementations. Customers may request additional information about how specific Outputs were generated, and Sailias Technology shall respond to such requests within a reasonable timeframe.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Platform Intellectual Property

All Intellectual Property Rights in and to the Platform, including but not limited to the software, source code, object code, algorithms (including Proprietary Algorithms), Sailias Intelligence, databases, data structures, user interfaces, designs, graphics, logos, trademarks, trade dress, Documentation, and all related technology and materials, are and shall remain the exclusive property of Sailias Technology or its licensors. Nothing in these Terms transfers or assigns any Intellectual Property Rights in the Platform to the Customer. The Customer acknowledges that the Platform contains valuable trade secrets and proprietary information of Sailias Technology and that unauthorised use, disclosure, or reproduction of any part of the Platform may cause irreparable harm to Sailias Technology.

11.2 Customer Content Intellectual Property

Subject to the licences granted under Section 7.3 and Section 8, the Customer retains all Intellectual Property Rights in and to their original Customer Content. Sailias Technology claims no ownership interest in Customer Content. For the avoidance of doubt, the retention of ownership by the Customer does not limit the scope of the licences granted to Sailias Technology under these Terms, which are necessary for the provision and improvement of the Services.

11.3 Output Data Intellectual Property

As between the parties, Output Data that is generated solely from a Customer's Customer Data and Customer Content shall be owned by that Customer. Sailias Technology retains all Intellectual Property Rights in and to the Platform, Proprietary Algorithms, Sailias Intelligence, and the methodologies, models, and processes used to generate Output Data. Sailias Technology also retains all rights in and to Derivative Data (as defined in Section 11.4) and any aggregated, anonymised, or de-identified data that does not identify the Customer or any individual Customer. The Customer grants Sailias Technology a non-exclusive, worldwide, irrevocable, transferable, sublicensable royalty-free licence to host, copy, process, transmit, display, and store Customer Data and Output Data solely: (a) to provide, maintain, and improve the Services; (b) to generate Derivative Data; and (c) to comply with applicable Law. The Customer shall not publicly disclose Output Data in a manner that reveals the Proprietary Algorithms or Sailias Intelligence methodologies.

11.4 Derivative Data

All Intellectual Property Rights in and to Derivative Data, including anonymised data, aggregated statistical data, benchmarks, indices, and any other data or information created, generated, or derived by Sailias Technology through the processing and analysis of Customer Data, Customer Content, or other data inputs, are and shall remain the exclusive property of Sailias Technology. The Customer has no rights or interests in Derivative Data.

11.5 Feedback

If the Customer provides any suggestions, enhancement requests, recommendations, corrections, comments, or other feedback regarding the Platform or the Services ("Feedback"), the Customer hereby assigns to Sailias Technology absolutely all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein, without restriction or obligation of any kind. Sailias Technology shall be free to use, implement, modify, and commercially exploit such Feedback without attribution, compensation, or any duty to account to the Customer. The Customer waives (and agrees not to assert) any and all moral rights in such Feedback to the maximum extent permitted by applicable Law.

11.6 No Implied Licences

Except for the express licences granted in these Terms, no other licence, right, or interest is granted to the Customer by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved by Sailias Technology.

11.7 Third-Party Intellectual Property

The Platform may incorporate or utilise third-party software, libraries, frameworks, APIs, data sources, and other components that are subject to separate licence terms. The Customer agrees to comply with all applicable Third Party Terms. Sailias Technology shall not be liable for any third-party components to the extent that liability is excluded or limited under the applicable third-party licence. A list of material third-party components and their applicable terms is available in the Documentation or upon written request.

11.8 Copyright Infringement and DMCA Procedures

Sailias Technology respects the Intellectual Property Rights of others and expects Customers to do the same. If any person believes that their copyrighted work has been used on the Platform in a manner that constitutes copyright infringement, they may submit a notice of claimed infringement to Sailias Technology’s designated copyright agent. Notices of claimed infringement should include: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material on the Platform; (c) the claimant’s contact information; (d) a statement of good faith belief that the use is not authorised; (e) a statement under penalty of perjury that the information is accurate and the claimant is authorised to act on behalf of the copyright owner; and (f) the claimant’s physical or electronic signature. Sailias Technology’s designated copyright agent may be contacted at the address set out in Section 26.3. This procedure is provided in accordance with the Digital Millennium Copyright Act (17 U.S.C. Section 512), the Copyright Act 1968 (Cth), and equivalent provisions under UK and EU law.

12. DATA PROTECTION AND PRIVACY

12.1 Compliance with Applicable Data Protection Laws

Each party shall comply with its respective obligations under all Applicable Data Protection Laws in connection with the performance of these Terms. Without limitation, Sailias Technology shall comply with: (a) the EU GDPR in respect of the processing of Personal Data of Data Subjects located in the European Economic Area; (b) the UK GDPR and the Data Protection Act 2018 in respect of Data Subjects located in the United Kingdom; (c) the Australian Privacy Act 1988 (Cth) (as amended, including by the Privacy and Other Legislation Amendment (POLA) Act 2024) and the Australian Privacy Principles (APPs) in respect of Personal Data of individuals in Australia; and (d) the CCPA/CPRA in respect of Personal Information of California residents.

12.2 Data Processing Addendum

Where Sailias Technology processes Personal Data as a Processor on behalf of the Customer, the parties acknowledge and agree that the subject matter, duration, nature and purpose of the processing together with the type of Personal Data and categories of individuals shall be set out in the Data Processing Addendum in Schedule 1, and Sailias Technology shall:

12.2.1 process such Personal Data only on documented instructions from the Customer, unless required to do otherwise by applicable law, in which case Sailias Technology shall, unless legally prohibited from doing so, inform the Customer of such legal requirement;

12.2.2 ensure that persons authorised by it to process such Personal Data are subject to appropriate obligations of confidentiality; and

12.2.3 make available to the Customer all information necessary to demonstrate compliance with this Section.

12.3 Customer’s Consent to Transfer of Personal Data

The Customer shall ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of any Personal Data to Sailias Technology for the duration and purposes of the agreement.

12.4 Cross-Border Data Transfers

The Customer acknowledges that the Platform is operated from Australia and that Customer Data and Personal Data may be transferred to and processed in jurisdictions outside the Customer’s country of residence. Sailias Technology shall ensure that all cross-border transfers of Personal Data are conducted in compliance with Applicable Data Protection Laws, including:

(a) EU/UK transfers: not to transfer Personal Data outside of the European Economic Area and/or UK without ensuring appropriate safeguards in respect of such transfer in accordance with applicable privacy and data protection law;

(b) Australian transfers: transfers of Personal Data from Australia to overseas recipients shall be conducted in compliance with Australian Privacy Principle 8 (APP 8), including through contractual protections that ensure the overseas recipient handles Personal Data in accordance with the APPs.

12.5 Data Breach Notification

In the event of a Personal Data breach (as defined under Applicable Data Protection Laws), Sailias Technology shall notify affected Customers without undue delay of becoming aware of a breach.

Sailias Technology shall assist the Customer, at the Customer’s expense, with the fulfilment of the Customer’s obligation to respond to requests for exercising individuals' rights under applicable privacy and data protection Laws, together with the Customer’s obligations regarding data security, notification by the Customer of Personal Data breaches to the supervisory authority, communication by the Customer of Personal Data breaches to the affected individuals, data protection impact assessments, and prior consultation with the supervisory authority.

12.6 Data Retention and Deletion

Sailias Technology shall retain Personal Data and Customer Data only for as long as necessary to fulfil the purposes for which it was collected, and shall, at the choice of the Customer, delete or return all such Personal Data after the end of the provision of services involving the processing of such data, and delete existing copies unless applicable law requires storage of such Personal Data.

12.7 Sub-Processors

The Customer hereby provides its general authorisation for Sailias Technology to engage other processors to carry out processing activities on behalf of the Customer. Sailias Technology shall notify the Customer of any intended changes concerning the addition or replacement of such other processors. If, within five (5) Business Days of receipt of such notice, the Customer notifies Sailias Technology in writing of any objections on reasonable grounds to the proposed addition or replacement: (a) Sailias Technology shall take reasonable steps to address the objections raised by the Customer, and shall provide the Customer with a reasonable written explanation of the steps taken; and (b) if, having received from Sailias Technology a reasonable explanation to address the Customer’s objections, the Customer nevertheless objects to the addition or replacement, Sailias Technology shall not proceed with the addition or replacement with respect to the processing of any Personal Data on the Customer’s behalf, and may, at the Customer’s cost, propose the engagement of a different processor in accordance with this clause. The Customer acknowledges and agrees that where the Customer objects to the appointment of a processor pursuant to this clause, Sailias Technology may be prevented from providing the associated services to the Customer, and Sailias Technology shall have no liability to the Customer in respect of its inability to provide all or part of such services.

Where Sailias Technology engages another processor for carrying out specific processing activities on behalf of the Customer, materially equivalent data protection obligations as set out herein shall be imposed on that other processor. Where that other processor fails to fulfil its data protection obligations, Sailias Technology shall remain fully liable to the Customer, subject to the limitations and exclusions of liability set out herein, for the performance of that other processor's obligations.

12.8 Security Measures

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals, Sailias Technology shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk and take steps to ensure that any individuals acting under its authority who have access to such Personal Data do not process them except on instructions from the Customer, unless they are required to do so by applicable Law.

12.9 Customer’s Audit Rights

Sailias Technology shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer provided that (i) Sailias Technology shall be compensated for its costs and expenses in relation to such audit, (ii) reasonable advance notice shall be given in respect of any such audit, (iii) any such audit shall only be conducted during Sailias Technology’s normal business hours, (iv) any such audit shall be conducted to cause minimal disruption to Sailias Technology’s business operations, (v) no access shall be given to Sailias Technology’s Confidential Information or any information relating to Sailias Technology’s other clients and/or financial data, and (vi) any third-party auditor shall enter into confidentiality obligations directly with Sailias Technology which are reasonably acceptable to Sailias Technology.

13. CALIFORNIA PRIVACY RIGHTS (CCPA/CPRA)

This Section 13 applies exclusively to Customers who are California residents, as defined by the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (collectively, the "CCPA/CPRA"), and supplements the information provided in Section 12. To the extent of any conflict between this Section 13 and other provisions of these Terms regarding the rights of California residents, this Section 13 shall prevail.

13.1 Categories of Personal Information Collected

Sailias Technology collects the following categories of Personal Information (as defined in Cal. Civ. Code Section 1798.140(v)) from California residents: (a) identifiers (name, email address, account name, IP address); (b) Personal Information categories listed in Cal. Civ. Code Section 1798.80(e) (name, address, telephone number, employer, job title); (c) protected classification characteristics (age, gender, where voluntarily provided); (d) commercial information (Subscription history, payment records); (e) internet or other electronic network activity information (browsing history on the Platform, search history, interaction data); (f) geolocation data (approximate location derived from IP address); (g) professional or employment-related information (job title, employer, industry sector); (h) inferences drawn from the foregoing categories to create a profile reflecting preferences, characteristics, and behaviour; and (i) Sensitive Personal Information, including account login credentials in combination with required security codes or passwords.

13.2 Business Purposes for Processing

Sailias Technology processes Personal Information of California residents for the following business purposes (as defined in Cal. Civ. Code Section 1798.140(e)): (a) providing the Services, including account administration, customer support, and Platform functionality; (b) auditing and security purposes, including detecting and preventing fraud, unauthorised access, and security incidents; (c) debugging and error correction; (d) short-term transient uses; (e) performing services on behalf of the business, including maintaining accounts, processing transactions, and analytics; (f) internal research for technological development and improvement; (g) quality and safety assurance activities; and (h) legal compliance and enforcement of these Terms.

13.3 Consumer Rights

California residents have the following rights under the CCPA/CPRA: (a) Right to Know: the right to request that Sailias Technology disclose the categories and specific pieces of Personal Information collected, the sources of collection, the business purposes for processing, and the categories of third parties with whom Personal Information is shared (Cal. Civ. Code Section 1798.100); (b) Right to Delete: the right to request the deletion of Personal Information collected by Sailias Technology, subject to statutory exceptions (Cal. Civ. Code Section 1798.105); (c) Right to Correct: the right to request correction of inaccurate Personal Information (Cal. Civ. Code Section 1798.106); (d) Right to Opt-Out of Sale or Sharing: the right to opt-out of the sale of Personal Information or the sharing of Personal Information for cross-context behavioural advertising purposes (Cal. Civ. Code Section 1798.120).

13.4 Right to Limit Use of Sensitive Personal Information

California residents have the right to limit the use and disclosure of Sensitive Personal Information to uses that are necessary to provide the Services, as specified in Cal. Civ. Code Section 1798.121. Where Sailias Technology uses Sensitive Personal Information for purposes beyond those necessary to provide the Services, California residents may direct Sailias Technology to limit such use by submitting a request through the mechanisms described in Section 13.7.

13.5 Non-Discrimination

Sailias Technology shall not discriminate against any California resident for exercising their rights under the CCPA/CPRA, including by: (a) denying goods or Services; (b) charging different prices or rates; (c) providing a different level or quality of goods or Services; or (d) suggesting that the consumer will receive a different price or rate or a different level or quality of goods or services (Cal. Civ. Code Section 1798.125).

13.6 Authorised Agent Requests

A California resident may designate an authorised agent to submit requests on their behalf under the CCPA/CPRA. The authorised agent must provide: (a) a written authorisation signed by the consumer; or (b) a valid power of attorney under the California Probate Code. Sailias Technology may additionally verify the identity of the consumer directly and may deny requests from agents that do not submit sufficient proof of authorisation.

13.7 How to Exercise Rights

California residents may submit verified consumer requests to exercise their CCPA/CPRA rights by: (a) emailing privacy@sailias.com with the subject line "California Privacy Request"; (b) using the Platform’s designated privacy request mechanism accessible through Account settings; or (c) contacting Sailias Technology’s Data Protection Officer at the address set out in Section 26.2. Sailias Technology shall verify the identity of the requesting consumer using reasonable methods and shall respond to verified consumer requests within forty-five (45) days of receipt, subject to a single forty-five (45) day extension where reasonably necessary. Sailias Technology shall not charge a fee for responding to a verified consumer request unless the request is manifestly unfounded or excessive.

13.8 No Sale of Personal Information

Sailias Technology does not sell (as defined in Cal. Civ. Code Section 1798.140(ad)) the Personal Information of California residents. Sailias Technology does not share (as defined in Cal. Civ. Code Section 1798.140(ah)) the Personal Information of California residents for cross-context behavioural advertising purposes. If this practice changes in the future, Sailias Technology shall update these Terms and provide a clear and conspicuous "Do Not Sell or Share My Personal Information" link on the Platform in accordance with the CCPA/CPRA.

13.9 Automated Decision-Making Technology (ADMT) Disclosures

In accordance with applicable CCPA/CPRA regulations regarding automated decision-making technology (ADMT), Sailias Technology discloses that the Platform uses ADMT in the form of algorithmic scoring, matching, and profiling to generate Outputs as described in Section 9. California residents have the right to: (a) receive meaningful information about the logic involved in such automated processing; (b) opt-out of ADMT where such processing produces legal or similarly significant effects, to the extent required by applicable regulations; and (c) request human review of decisions made by ADMT. Requests may be submitted through the mechanisms described in Section 13.7.

14. CONFIDENTIALITY

14.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms, whether before, on, or after the Effective Date, that is: (a) designated as "confidential", "proprietary", or with a similar legend; (b) disclosed under circumstances that would reasonably indicate its confidential nature; or (c) by its nature would be understood by a reasonable person to be confidential. Without limitation, Confidential Information of Sailias Technology includes the Platform, the Proprietary Algorithms, Sailias Intelligence, source code, technical architecture, security configurations, pricing, business strategies, product roadmaps, customer lists, and all non-public aspects of the Services. Confidential Information of the Customer includes Customer Data, Customer Content, Sponsorship Data, and the terms of the Customer’s Subscription.

14.2 Obligations of the Receiving Party

The Receiving Party shall: (a) hold all Confidential Information of the Disclosing Party in strict confidence; (b) protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; (c) not use the Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations under these Terms; (d) not disclose the Confidential Information to any third party except as permitted under Section 14.3; and (e) limit access to the Confidential Information to those of its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained in this Section 14.

14.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information of the Disclosing Party: (a) to its employees, officers, directors, agents, and contractors who have a need to know for the purposes of these Terms and who are bound by written confidentiality obligations no less protective than those in this Section 14; (b) to its Affiliates, subject to the same conditions; (c) to its professional advisors (including legal, accounting, and financial advisors) on a need-to-know basis, provided such advisors are bound by professional duties of confidentiality; (d) as required by applicable Law, regulation, legal process, or governmental order, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party’s reasonable efforts to obtain a protective order or other appropriate remedy; and (e) in connection with any legal proceeding between the parties, to the extent necessary.

14.4 Exceptions

The obligations of confidentiality set out in this Section 14 shall not apply to information that: (a) is or becomes generally available to the public through no fault or breach of the Receiving Party; (b) was in the Receiving Party’s possession without restriction before disclosure by the Disclosing Party, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by written records; or (d) is lawfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

14.5 Duration of Confidentiality Obligations

The obligations of confidentiality set out in this Section 14 shall survive the termination or expiry of these Terms for a period of five (5) years from the date of termination or expiry. Notwithstanding the foregoing, confidentiality obligations with respect to trade secrets (including the Proprietary Algorithms, source code, and Sailias Intelligence) shall continue for as long as such information remains a trade secret under applicable Law.

14.6 Injunctive Relief

Each party acknowledges that a breach of this Section 14 may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each party agrees that the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach of this Section 14, without the necessity of proving actual damages or posting a bond or other security, in addition to all other remedies available at law or in equity.

15. REPRESENTATIONS AND WARRANTIES

15.1 Customer Representations and Warranties

The Customer represents and warrants to Sailias Technology that:

(a) the Customer has the full right, power, and authority to enter into these Terms and to perform all of the Customer’s obligations hereunder;

(b) the Customer’s acceptance of and performance under these Terms does not and will not conflict with or result in a breach of any other agreement to which the Customer is a party;

(c) all Customer Content uploaded, submitted, or provided to the Platform is accurate, complete, and not misleading, and the Customer has all necessary rights, licences, and consents to provide such content and to grant the licences described in Sections 7.3 and 8;

(d) the Customer Content does not infringe, misappropriate, or violate any third party’s Intellectual Property Rights, rights of publicity, rights of privacy, NIL rights, or any other proprietary or personal rights;

(e) the Customer has obtained all necessary consents, authorisations, and legal bases required under Applicable Data Protection Laws for the collection, processing, and sharing of all Personal Data contained in or relating to the Customer Content, including any NIL consents required from Data Subjects;

(f) the Customer shall comply with all applicable Laws, regulations, and industry codes of practice in connection with the Customer’s use of the Platform and the Services;

(g) the Customer shall use the Platform only for the Permitted Purpose and in accordance with these Terms and the Documentation; and

(h) all information provided by the Customer during registration and at all times thereafter is and shall remain true, accurate, current, and complete.

15.2 Platform Representations and Warranties

Sailias Technology represents and warrants to the Customer that:

(a) Sailias Technology has the full right, power, and authority to enter into these Terms and to grant the licences and provide the Services described herein;

(b) the Services shall be provided substantially in accordance with the Documentation and with the degree of skill and care reasonably expected of a competent provider of similar services;

(c) Sailias Technology shall implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data and Personal Data in accordance with Section 12.8; and

(d) Sailias Technology shall comply with all Applicable Data Protection Laws in connection with its processing of Personal Data.

15.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM AND ALL SERVICES, CONTENT, OUTPUT DATA, SCORES, ANALYTICS, RECOMMENDATIONS, AND OTHER INFORMATION OR MATERIALS PROVIDED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAILIAS TECHNOLOGY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (C) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, OUTPUT DATA, SCORES, OR OTHER PLATFORM OUTPUTS; (E) WARRANTIES THAT THE PLATFORM WILL MEET THE CUSTOMER’S SPECIFIC REQUIREMENTS, EXPECTATIONS OR OUTCOMES; OR (F) DECISIONS MADE BY THE CUSTOMER IN RELATION TO OR IN RELIANCE ON THE PLATFORM OR OUTPUT DATA. THE CUSTOMER ACKNOWLEDGES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SAILIAS TECHNOLOGY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY SET OUT IN THESE TERMS. THIS DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL NOT AFFECT ANY STATUTORY RIGHTS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE CONSUMER PROTECTION LAWS.

16. LIMITATION OF LIABILITY

16.1 Exclusions

SUBJECT TO SECTIONS 16.4, 16.5 AND 16.6, SAILIAS TECHNOLOGY SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR: (A) LOSS OF PROFITS, REVENUE, OR INCOME; (B) LOSS OF DATA OR CORRUPTION OF DATA OR INFORMATION; (C) LOSS OF BUSINESS, BUSINESS OPPORTUNITY, CONTRACTS, SALES, OR GOODWILL; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (E) LOSS OF ANTICIPATED SAVINGS; (F) REPUTATIONAL DAMAGE; OR (G) ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS, DAMAGES, COSTS, CHARGES OR EXPENSES HOWEVER ARISING UNDER THESE TERMS.

16.2 Liability Caps

SUBJECT TO SECTIONS 16.4, 16.5 AND 16.6, SAILIAS TECHNOLOGY’S TOTAL AGGREGATE LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, SHALL NOT EXCEED: (A) THE TOTAL FEES ACTUALLY PAYABLE BY THE CUSTOMER TO SAILIAS TECHNOLOGY IN EACH CONTRACT YEAR.

WHERE THE CUSTOMER IS A RIGHTSHOLDER CUSTOMER OR INFLUENCER CUSTOMER OR WHERE THE CUSTOMER IS ON A FREE TRIAL, THE AGGREGATE LIABILITY OF SAILIAS TECHNOLOGY SHALL NOT EXCEED AUD $10,000 IN EACH CONTRACT YEAR.

16.3 Carve-Outs from Liability Cap

The limitations of liability set out in Sections 16.1 and 16.2 shall not apply to: (a) liability arising from a party’s fraud, fraudulent misrepresentation, or wilful misconduct; (b) liability arising from a party’s gross negligence; (c) liability for death or personal injury caused by a party’s negligence; (d) the Customer’s indemnification obligations under Section 17.1; (e) the Customer’s infringement of a third party’s Intellectual Property Rights; or (f) the Customer’s breach of its confidentiality obligations under Section 14.

16.4 Australian Consumer Law Acknowledgment

Nothing in these Terms purports to exclude, restrict, or modify any guarantee, right, or remedy that may be conferred by, or any liability that may arise under, the Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law) ("ACL"), or any equivalent State or Territory legislation, which cannot by law be excluded, restricted, or modified. If Sailias Technology is found to have supplied Services to a consumer (as defined in the ACL), the limitations in this Section 16 are subject to the ACL and nothing herein limits the statutory consumer guarantees under the ACL. Where the Services are supplied to a Customer that acquires them for the purposes of a business and not as a consumer, Sailias Technology’s liability for failure to comply with a consumer guarantee (other than a guarantee under sections 51, 52, or 53 of the ACL) is limited, at Sailias Technology’s election, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again, in accordance with section 64A of the ACL.

16.5 UK and EU Consumer Acknowledgment

For Customers who are consumers in the United Kingdom or the European Union: (a) nothing in these Terms limits or excludes liability for death or personal injury caused by negligence; (b) nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation; (c) nothing in these Terms limits or excludes any statutory rights that cannot be otherwise excluded or limited by applicable law.

16.6 California Statutory Acknowledgment

For Customers who are California residents, nothing in these Terms purports to exclude or limit liability for fraud, wilful injury, or violation of law, to the extent that such exclusion or limitation would be void under California Civil Code Section 1668. The limitations set out in this Section 16 are intended to apply to the maximum extent permitted under California law.

17. INDEMNIFICATION

17.1 Customer Indemnification of Platform

The Customer shall indemnify, defend, and hold harmless Sailias Technology, its Affiliates, and their respective directors, officers, employees, agents, contractors, successors, and assigns (collectively, the "Sailias Indemnified Parties") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to: (a) the Customer’s breach of any representation, warranty, or obligation under these Terms; (b) the Customer Content, including any claim that the Customer Content infringes, misappropriates, or violates any third party’s Intellectual Property Rights, rights of publicity, rights of privacy, Name, Image, and Likeness rights, or other rights; (c) the Customer’s violation of any applicable Law in connection with the use of the Platform; (d) any false, inaccurate, or misleading data or information submitted by the Customer to the Platform; (e) the Customer’s negligent or wrongful acts or omissions; and (f) any claim by a third party arising from the Customer’s authorised or unauthorised use of Output Data or Platform Outputs.

17.2 Indemnification Procedure

The indemnification obligations set out in this Section 17 are subject to the following conditions: (a) the Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent materially prejudiced by such failure); (b) the Indemnifying Party shall have the right to assume sole control of the defence and settlement of any claim (provided that the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if the settlement imposes any obligation or liability on the Indemnified Party or does not include a full and unconditional release of the Indemnified Party); (c) the Indemnified Party shall cooperate fully with the Indemnifying Party in the defence and settlement of any claim, at the Indemnifying Party’s reasonable expense; and (d) the Indemnified Party may participate in the defence of any claim at its own expense with counsel of its own choosing.

18. TERM AND TERMINATION

18.1 Initial Term

These Terms shall commence on the Effective Date and shall continue for the duration of the Initial Term specified in the applicable Subscription. For Customers on monthly Subscription plans, the Initial Term shall be one (1) calendar month. For Customers on annual Subscription plans, the Initial Term shall be twelve (12) calendar months. For Customers on free trials, the Initial Term shall be the Trial Period specified at the time of registration.

18.2 Renewal

Unless the Subscription is cancelled by the Customer in accordance with these Terms, the Subscription shall automatically renew at the expiry of the Initial Term (and each Renewal Term thereafter) for successive Renewal Terms of the same duration as the Initial Term, with Fees increasing for each at the rate of the latest Australian CPI figure published prior to the Renewal Term. Sailias Technology shall provide a renewal notice to the Customer at least fourteen (14) days prior to the commencement of each Renewal Term, specifying the applicable Fees for each Renewal Term.

18.3 Termination for Convenience

Either party may terminate these Terms for convenience by providing the other party with at least thirty (30) days’ prior written notice. Termination for convenience shall take effect at the end of the then-current Subscription Period. The Customer shall remain liable for all Fees accrued up to the effective date of termination. No refund shall be provided for any prepaid Fees relating to the unused portion of the Subscription Period following the effective date of termination, except as otherwise required by applicable Laws.

18.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice to the other party if: (a) the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail (the "Cure Period"); or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed, or is the subject of any proceedings under bankruptcy or insolvency law. Sailias Technology may also terminate these Terms or suspend the Customer’s Account immediately, without a Cure Period, where: (i) the Customer’s conduct poses an imminent threat to the security of the Platform or other Customers; (ii) the Customer engages in illegal activity using the Platform; (iii) continued provision of the Services would violate applicable Law; or (iv) the Customer commits Prohibited Conduct that Sailias Technology determines, in its reasonable discretion, to be severe or incurable.

18.5 Effect of Termination

Upon termination or expiry of these Terms for any reason:

(a) the Licence and all rights granted to the Customer under these Terms shall immediately cease, and the Customer shall immediately cease all access to and use of the Platform;

(b) the Customer may request to export their Customer Content through the Platform’s data export functionality within thirty (30) days of the effective date of termination (the "Export Period"). Sailias Technology shall make the Customer’s Customer Content available for export in a commonly used, machine-readable format during the Export Period;

(c) following the expiry of the Export Period, Sailias Technology shall delete or anonymise the Customer’s Customer Data and Personal Data within ninety (90) days, subject to any legal retention requirements, pending disputes, or legitimate business purposes (such as fraud prevention and compliance with audit obligations);

(d) all outstanding Fees shall become immediately due and payable;

(e) each party shall return or destroy the other party’s Confidential Information in its possession, except as required by applicable Law or as necessary to exercise surviving rights;

(f) Sailias Technology may retain Derivative Data and Aggregated Data in accordance with Section 7.5; and

(g) any Output Data previously generated and delivered to the Customer may be retained by the Customer subject to the licence terms set out in Section 11.3.

18.6 Survival

The following provisions shall survive the termination or expiry of these Terms and shall continue in full force and effect: Section 1 (Definitions and Interpretation), Section 7.5 (Aggregated and Anonymised Data), Section 8.6 (Duration of NIL Licence) and Section 8.7 (Revocation of NIL Licence), Section 11 (Intellectual Property Rights), Section 12 (Data Protection and Privacy) to the extent required for ongoing data processing obligations, Section 13 (California Privacy Rights), Section 14 (Confidentiality), Section 15.3 (Disclaimer), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 18.5 (Effect of Termination) and this Section 18.6, Section 22 (Governing Law and Dispute Resolution), Section 25 (General Provisions), and any other provision that by its nature is intended to survive termination.

19. ACCEPTABLE USE POLICY

19.1 Prohibited Conduct

The Customer shall not, and shall not permit or enable any third party to, use the Platform or the Services for or in connection with any of the following ("Prohibited Conduct"):

(a) any activity that violates any applicable Law, regulation, court order, or governmental order in any jurisdiction;

(b) uploading, transmitting, or distributing any malware, viruses, worms, Trojan horses, ransomware, spyware, adware, or other harmful or malicious code or software;

(c) interfering with, disrupting, degrading, or impairing the security, integrity, availability, or performance of the Platform, its infrastructure, or any connected networks or systems;

(d) circumventing, disabling, or otherwise interfering with any access control, authentication, security, or usage limitation features of the Platform;

(e) using the Platform in a manner that discriminates unlawfully against any person or group on the basis of race, ethnicity, colour, national origin, religion, gender, gender identity, sexual orientation, age, disability, veteran status, or any other characteristic protected by applicable Law;

(f) collecting, harvesting, scraping, or aggregating data, content, or information from the Platform or about other Customers without authorisation, including through automated means;

(g) impersonating any person or entity, or falsely stating or otherwise misrepresenting the Customer’s affiliation with any person or entity;

(h) using data, Content, Outputs, or other information obtained from the Platform to develop, train, improve, or operate any product or service that competes with the Platform or the Services;

(i) disclosing, publishing, or sharing the personal information of another Customer without that Customer’s consent, including any conduct that constitutes doxxing as defined under the Privacy and Other Legislation Amendment (POLA) Act 2024 or equivalent legislation in any applicable jurisdiction;

(j) uploading, posting, or transmitting any content that exploits, harms, or depicts minors in an inappropriate, abusive, or unlawful manner;

(k) sending unsolicited bulk communications, spam, phishing messages, or other unwanted communications through the Platform;

(l) engaging in any activity that constitutes or facilitates money laundering, terrorist financing, fraud, bribery, corruption, or any other financial crime;

(m) using the Platform to create, store, or transmit any content that is defamatory, obscene, pornographic, threatening, harassing, hateful, or that incites violence;

(n) accessing or attempting to access other Customers’ Accounts, data, or systems without authorisation;

(o) benchmarking or conducting competitive analysis of the Platform for the purpose of developing or improving a competing service;

(p) reselling, sublicensing, or providing access to the Platform to any third party without Sailias Technology’s prior written consent;

(q) using the Platform in any manner that could subject Sailias Technology to liability or cause Sailias Technology to lose (in whole or in part) the services of its internet service providers or other suppliers;

(r) uploading, posting, or transmitting any content that encourages, promotes, or provides instructions for suicide or deliberate self-injury;

(s) uploading, posting, or transmitting bullying content, including content that conveys a serious threat, is humiliating or degrading, or forms part of a campaign of mistreatment directed at any individual;

(t) uploading, posting, or transmitting any content that encourages, promotes, or provides instructions for an eating disorder or behaviours associated with an eating disorder; or

(u) attempting to do any of the foregoing or facilitating or encouraging any third party to do any of the foregoing.

19.2 Enforcement

Sailias Technology may, at its sole discretion and without liability, take any of the following actions in response to Prohibited Conduct: (a) issue a warning to the Customer; (b) temporarily suspend or restrict the Customer’s access to all or part of the Platform; (c) permanently terminate the Customer’s Account; (d) remove or restrict any Customer Content associated with the Prohibited Conduct; (e) report the conduct to relevant law enforcement authorities; and (f) take any other action that Sailias Technology deems necessary to protect the Platform, its Customers, and the public. Sailias Technology shall use commercially reasonable efforts to provide notice to the Customer prior to or concurrently with any enforcement action, except where immediate action is necessary to prevent harm or where notice is prohibited by Law.

19.3 Reporting Mechanism

Customers can report or complain about the following content and behaviours: (a) content accessible to children that it considers harmful to children; (b) when it believes Sailias Technology is not dealing with its duties to protect children as it should; (c) where its content has been removed or access-restricted on the basis that it is harmful to children; (d) where Sailias Technology has given the Customer a warning, suspended, banned or restricted it in any way as a result of content which Sailias Technology considers to be harmful to children; or (e) where the Customer is unable to access content because Sailias Technology have incorrectly assessed their age.

Customers may report suspected Prohibited Conduct by: (a) using the in-Platform reporting tools available on relevant pages; (b) emailing abuse@sailias.com with a description of the suspected violation; or (c) contacting Sailias Technology’s support team through the channels described in Section 26.4. Sailias Technology shall acknowledge receipt of reports within five (5) Business Days and shall investigate all reports in good faith. Sailias Technology may request additional information from the reporting Customer and may disclose the outcome of its investigation to the reporting Customer to the extent permitted by applicable Law.

20. THIRD-PARTY SERVICES AND INTEGRATIONS

20.1 Social Media Feed Aggregation

The Platform connects to third-party social media platforms and APIs (including but not limited to Meta (Facebook, Instagram), X (formerly Twitter), LinkedIn, TikTok, and YouTube) to aggregate, analyse, and display social media content relevant to sponsorship activities. The Customer acknowledges that: (a) Sailias Technology’s ability to aggregate social media content is dependent on the availability and terms of third-party APIs, which may change without notice; (b) the Customer is responsible for ensuring that their use of social media data through the Platform complies with the applicable terms of service of the relevant social media platform; (c) Sailias Technology does not guarantee the continued availability, accuracy, or completeness of third-party social media data; and (d) the Customer is responsible for maintaining valid authorisations and connections to their social media accounts.

20.2 Third-Party Content

The Platform may display, incorporate, or otherwise make available Third Party Content, including market data, industry reports, news articles, publicly available information, and data from third-party data providers. Sailias Technology does not control, verify, endorse, or assume any responsibility for any Third Party Content. The Customer acknowledges that: (a) Third Party Content may contain errors, inaccuracies, or omissions; (b) the availability of Third Party Content may be interrupted or discontinued at any time; and (c) reliance on Third Party Content is at the Customer’s own risk.

20.3 Third-Party Terms of Service

The Customer’s use of third-party services, integrations, and APIs accessed through or in connection with the Platform is subject to the applicable terms of service, privacy policies, and other agreements of those third-party providers. The Customer agrees to comply with all applicable third-party terms. Sailias Technology is not a party to and assumes no liability under any third-party terms.

20.4 Links to Third-Party Websites

The Platform may contain hyperlinks or references to third-party websites, applications, or services. These links are provided for convenience only and do not constitute an endorsement by Sailias Technology. Sailias Technology has no control over and assumes no responsibility for the content, privacy practices, or practices of any third-party website. The Customer accesses third-party websites at their own risk.

20.5 No Endorsement

The inclusion of any third-party service, integration, content, or link on or through the Platform does not constitute an endorsement, recommendation, or approval by Sailias Technology of that third party or its products, services, or practices.

21. EXPORT CONTROLS AND SANCTIONS

21.1 Customer Representations

The Customer represents and warrants that: (a) the Customer is not located in, organised under the laws of, or a resident of any country or territory that is the subject of comprehensive economic or trade sanctions administered by the Australian Department of Foreign Affairs and Trade, the United States Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or HM Treasury (collectively, "Sanctioned Jurisdictions"); (b) the Customer is not identified on any restricted or denied party list maintained by the foregoing authorities, including the OFAC Specially Designated Nationals and Blocked Persons List (SDN List), the EU Consolidated List of Sanctions, or the Australian Autonomous Sanctions List; and (c) the Customer is not owned or controlled by, or acting on behalf of, any person or entity described herein.

21.2 Compliance with Export Control Laws

The Customer shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), the Australian Defence Trade Controls Act 2012, EU Dual-Use Regulation (EU) 2021/821, and equivalent legislation in other jurisdictions. The Customer shall not export, re-export, transfer, or otherwise make available the Platform, any Output Data, or any related technical data to any person, entity, or destination in violation of any applicable export control law or regulation.

21.3 Platform Right to Restrict Access

Sailias Technology reserves the right, without liability, to restrict, suspend, or terminate access to the Platform from any Sanctioned Jurisdiction, or for any Customer that Sailias Technology reasonably determines to be in violation of applicable sanctions or export control laws. Sailias Technology may implement geolocation-based access controls and other screening measures to ensure compliance.

21.4 Customer Indemnification

The Customer shall indemnify and hold harmless Sailias Indemnified Parties from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to the Customer’s violation of any applicable export control law, sanctions law, or regulation, or any breach of the Customer’s representations under this Section 21.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 Multi-Jurisdictional Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction applicable to the Customer, as follows:

(a) For Customers located in Australia: these Terms shall be governed by the laws of the State of Victoria, Australia, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia, and any court hearing appeals therefrom.

(b) For Customers located in the United States: these Terms shall be governed by the laws of the State of California, United States, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

(c) For Customers located in the United Kingdom: these Terms shall be governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

(d) For Customers located in the European Union: these Terms shall be governed by the laws of Ireland. However, where the Customer is a consumer, this choice of law shall not deprive the Customer of the protection afforded by mandatory provisions of the law of the Customer’s habitual residence that cannot be derogated from by agreement.

(e) For Customers located in any other jurisdiction: these Terms shall be governed by the laws of the State of Victoria, Australia, without regard to conflict of law principles.

22.2 Tiered Dispute Resolution

The parties agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms (a "Dispute") in accordance with the following tiered dispute resolution procedure:

Step 1 — Good Faith Negotiation: The parties shall first attempt to resolve any Dispute through good faith negotiations between senior representatives of each party. The negotiation period shall commence upon one party providing written notice of the Dispute to the other party and shall continue for a period of thirty (30) days (the "Negotiation Period").

Step 2 — Mediation: If the Dispute is not resolved during the Negotiation Period, either party may refer the Dispute to mediation administered by: (i) for Australian Customers, the Resolution Institute; (ii) for US Customers, JAMS or a mutually agreed mediator; (iii) for UK/EU Customers, the Centre for Effective Dispute Resolution (CEDR) or a mutually agreed mediator. The mediation shall be conducted in the English language and shall take place in the city where the applicable court has jurisdiction under Section 22.1. The costs of mediation shall be shared equally between the parties.

Step 3 — Arbitration: If the Dispute is not resolved through mediation within sixty (60) days of the commencement of mediation, either party may: (i) for business-to-business Disputes, refer the Dispute to final and binding arbitration in accordance with Section 22.3.

22.3 Arbitration Provisions

Where a Dispute is referred to arbitration pursuant to Section 22.2:

(a) For Customers in the United States: the arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be San Francisco, California. The arbitration shall be conducted on an individual basis only and not as a class, consolidated, or representative action.

(b) For Customers in Australia: the arbitration shall be administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be Melbourne, Victoria.

(c) For Customers in the United Kingdom or European Union: the arbitration shall be administered by the International Chamber of Commerce (ICC) in accordance with the ICC Rules of Arbitration. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be London, United Kingdom (for UK Customers) or Dublin, Ireland (for EU Customers).

The language of the arbitration shall be English. The arbitrator’s award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties shall maintain the confidentiality of the arbitration proceedings and the arbitrator’s award, except to the extent disclosure is required by applicable Law.

22.4 Class Action Waiver (United States)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN, OR BE A MEMBER OF, ANY CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOUR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

22.5 Jury Trial Waiver (United States)

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

22.6 EU Consumer Protections

Notwithstanding any provision of this Section 22 to the contrary, where the Customer is a consumer habitually resident in a Member State of the European Union: (a) the mandatory consumer protection laws of the Customer’s habitual residence shall apply to the extent that they provide greater protection than the chosen governing law; (b) the Customer shall not be deprived of the right to bring proceedings in the courts of their habitual residence; (c) the Customer may also access the European Commission’s Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr/; and (d) nothing in this Section 22 shall be construed to require the Customer to participate in arbitration if mandatory consumer protection laws of the Customer’s habitual residence prohibit such requirement.

22.7 Australian Consumer Protections

Notwithstanding any provision of this Section 22 to the contrary, where the Customer is a consumer within the meaning of the Australian Consumer Law: (a) nothing in this Section 22 deprives the Customer of any rights under the ACL, including the right to bring proceedings in an Australian court; (b) the Customer shall not be required to participate in offshore arbitration; (c) mandatory provisions of the ACL shall apply regardless of any choice of law provision; and (d) the Customer may also lodge complaints with the Office of the Australian Information Commissioner (OAIC) or the Australian Competition and Consumer Commission (ACCC) as applicable.

22.8 Injunctive Relief

Notwithstanding the tiered dispute resolution procedure set out in Section 22.2, either party may seek urgent interlocutory, interim, or injunctive relief from any court of competent jurisdiction at any time, without first complying with the negotiation and mediation procedures, where such relief is necessary to prevent irreparable harm or to preserve the status quo pending the resolution of a Dispute.

23. ELECTRONIC COMMUNICATIONS AND NOTICES

23.1 Consent to Electronic Communications

By accepting these Terms and creating an Account, the Customer consents to receive all communications from Sailias Technology electronically, including but not limited to legal notices, disclosures, amendments to these Terms, billing communications, support correspondence, and marketing communications (subject to applicable opt-out rights). The Customer agrees that all electronic communications satisfy any legal requirement that such communications be in writing.

23.2 Methods of Notice

Any notice required or permitted under these Terms may be given by: (a) email to the email address registered with the Customer’s Account (for notices to the Customer) or to the email address specified in Section 26 (for notices to Sailias Technology); (b) in-Platform notification through the Platform’s messaging or alert system; or (c) publication on the Platform’s website (for non-personalised notices, including updates to these Terms).

23.3 Deemed Receipt Times

A notice shall be deemed received: (a) if sent by email, at the time of transmission, unless the sender receives an automated non-delivery notification; (b) if sent by in-Platform notification, at the time the notification is posted to the Customer’s Account; and (c) if published on the Platform’s website, at the time of publication. For the purposes of any notice period under these Terms, the notice period shall commence on the date the notice is deemed received.

23.4 Contact Details for Notices to Platform

All formal legal notices to Sailias Technology must be sent by email to legal@sailias.com or by post to its registered office address specified in these Terms.

23.5 CAN-SPAM and Spam Act Compliance

Sailias Technology shall comply with the CAN-SPAM Act of 2003 (15 U.S.C. Section 7701 et seq.), the Spam Act 2003 (Cth) (Australia), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (UK), and equivalent legislation in all applicable jurisdictions, in connection with any commercial electronic communications sent to Customers.

23.6 Unsubscribe Mechanisms

Customers may opt out of receiving marketing communications from Sailias Technology at any time by: (a) using the unsubscribe link included in each marketing email; (b) adjusting communication preferences in their Account settings; or (c) contacting Sailias Technology at the email address specified in Section 23.4. Opt-out requests shall be processed within ten (10) Business Days. Opting out of marketing communications shall not affect the Customer’s receipt of transactional or service-related communications necessary for the provision of the Services.

24. MODIFICATIONS TO TERMS

24.1 Right to Modify

Sailias Technology reserves the right to amend, modify, supplement, or replace these Terms from time to time, at its sole discretion, to reflect changes in Law, regulatory requirements, industry practices, the Services, or Sailias Technology’s business operations.

24.2 Material Changes

Where Sailias Technology makes a material change to these Terms, Subscription, Fees and/or Services provided, or there is a material degradation as to the Services or Platform, Sailias Technology shall: (a) provide at least thirty (30) days' prior written notice of the change by in-Platform notification. Customer’s continued use of the Platform after the expiry of the notice period (or, for non-material changes, after the date of posting) shall constitute the Customer’s acceptance of the amended Terms.

24.3 Non-Material Changes

Non-material changes to these Terms, Subscription, Fees and/or Services provided (including typographical corrections, formatting changes, and clarifications that do not substantively alter the rights or obligations of the parties) shall be effective upon posting to the Platform.

24.4 Right to Terminate Upon Material Changes

If the Customer does not agree to a material change to these Terms, Subscription and/or Fees, or there is a material degradation as to the Services or Platform, the Customer may terminate their Subscription by providing written notice to Sailias Technology within the thirty (30) day notice period. Such termination shall take effect at the end of the then-current Subscription Period, and the Customer shall continue to be bound by the previous version of these Terms until the effective date of termination.

25. GENERAL PROVISIONS

25.1 Entire Agreement

These Terms (including the Schedules), and any Subscription or separate agreement executed by the parties (collectively, the "Agreement"), constitute the entire agreement between the Customer and Sailias Technology with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, with respect to such subject matter.

25.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or part-provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be deemed severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms, which shall continue in full force and effect.

25.3 Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any right or remedy under these Terms is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

25.4 Assignment

Sailias Technology may assign, transfer, or novate these Terms or any of its rights or obligations hereunder, in whole or in part, to any Affiliate or to any successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of Sailias Technology’s assets, without the Customer’s prior consent (provided that Sailias Technology notifies the Customer of such assignment). The Customer may not assign, transfer, or novate these Terms or any rights or obligations hereunder without the prior written consent of Sailias Technology. Any purported assignment in violation of this Section 25.4 shall be void.

25.5 Independent Contractors

The relationship between the Customer and Sailias Technology is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other’s behalf.

25.6 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns, except that: (a) the Sailias Indemnified Parties and the Customer Indemnified Parties are intended third-party beneficiaries of Section 17; and (b) Sailias Technology’s Affiliates are intended third-party beneficiaries of the Intellectual Property Rights provisions in Section 11.

25.7 Headings

The headings and subheadings in these Terms are inserted for convenience of reference only and shall not affect the construction or interpretation of these Terms.

25.8 Counterparts and Electronic Execution

To the extent these Terms are supplemented by any separately executed agreement (such as a Subscription or DPA), such agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be treated as original signatures for all purposes.

25.9 Language

These Terms are drafted in, and the authoritative version of these Terms is, the English language. To the extent that any translation of these Terms is provided for the convenience of the Customer, the English language version shall prevail in the event of any conflict or inconsistency.

25.10 Hierarchy

If there is any conflict or inconsistency between the documents in these Terms, or any documents referenced herein, the following order of precedence shall apply: (a) the Subscription; (b) additional Third Party Terms; (c) these Terms; (d) the Documentation; and (e) any other document referred to in the Terms.

26. CONTACT INFORMATION

For all enquiries and notices relating to these Terms, please contact Sailias Technology Pty Ltd using the following details:

26.1 Legal Enquiries

Email: legal@sailias.com

Postal Address: Sailias Technology Pty Ltd, C/Hincks Partners, Suite 1, 1-5 Wakefield Street, Kent Town, South Australia 5067, Australia (Attention Mr Grant Mittiga).

26.2 Privacy Enquiries and Data Protection Officer

Email: privacy@sailias.com

Data Protection Officer: [Name to be inserted], Sailias Technology Pty Ltd, C/Hincks Partners, Suite 1, 1-5 Wakefield Street, Kent Town, South Australia 5067, Australia (Attention Mr Grant Mittiga)

EU Representative (for GDPR Article 27): [EU Representative details to be inserted]

UK Representative (for UK GDPR Article 27): [UK Representative details to be inserted]

26.3 DMCA / Copyright Agent

Designated Copyright Agent: [Name to be inserted]

Email: copyright@sailias.com

Postal Address: Sailias Technology Pty Ltd C /Hincks Partners, Suite 1, 1-5 Wakefield Street, Kent Town, South Australia 5067, Australia (Attention Mr Grant Mittiga)

26.4 General Information / Support

Email: info@sailias.com

Platform: In-app support accessible via the Help menu

Website: sailias.com/support

SCHEDULE 1: DATA PROCESSING ADDENDUM

SCOPE

The Personal Data is processed to enable Sailias Technology to provide its Services and Platform to the Customer pursuant to these Terms.

1. NATURE

Processing includes collecting, storing, retrieving and making available the Personal Data.

2. PURPOSE OF PROCESSING

To enable Sailias Technology to provide its Services and Platform to the Customer in accordance with these Terms.

3. DURATION OF THE PROCESSING

For the duration of the Customer’s use of the Services and Platform.

4. TYPES OF PERSONAL DATA

Names, surnames, email addresses, date of birth, phone numbers, credit card information, national identification document and numbers, and any further information provided to Sailias Technology.

5. CATEGORIES OF DATA SUBJECT

Details of Customers, Brand Customers, Rightsholder Customers, Agency Customers, Influencer Customers, and Authorised Users using the Services and Platform.