1.1. Capitalized terms used in these General Terms that are not otherwise defined herein will have the meanings ascribed to them in the applicable Service-Specific Terms Addendum.

1.2. "Intellectual Property Rights" means all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in Article 2 of the convention establishing the World Intellectual Property Organisation 1967.

1.3. "Privacy Policy" means Our privacy policy, as updated from time to time, accessible via Our website.

1.4. "Service-Specific Terms Addendum" or "Addendum" means the additional terms and conditions that apply to a particular Service offered by Us (e.g., AgentREV Service Terms Addendum for Agents, Marketing Services Terms Addendum for Business Sellers, REVcaller Service Terms Addendum) and which are incorporated by reference into this Agreement when You use that Service.

2.1. Eligibility: You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use Our Services. If You are using the Services on behalf of an entity, You represent and warrant that You have the authority to bind that entity to this Agreement.

2.2. Account Registration: Certain Services may require You to create an account or have an account created for You (e.g., a client portal). You agree to provide accurate, current, and complete information during any registration or onboarding process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding any account password You are issued and for all activities that occur under Your account or portal access. You must notify Us immediately of any unauthorized use of Your account.

2.3. Lawful Use: You agree to use the Services only for lawful purposes and in accordance with this Agreement (including these General Terms, the Privacy Policy, and any applicable Addendum) and all applicable local, state, national, and international laws, rules, and regulations.

3.1. Fees for specific Services, payment terms, and billing cycles will be set out in the applicable Service-Specific Terms Addendum or as otherwise agreed in writing (e.g., for Marketing Packages).

3.2. All fees are exclusive of Goods and Services Tax (GST) and any other applicable taxes, unless stated otherwise. You are responsible for paying all such taxes applicable to the fees You pay Us.

3.3. We may use third-party payment processors (e.g., Stripe, GoCardless) to bill You for Services. The processing of payments will be subject to the terms, conditions, and privacy policies of such payment processors. You authorize Us to charge Your nominated payment method for all applicable fees.

4.1. Our Intellectual Property: All Intellectual Property Rights in and to Our Services, Our websites, Our platforms (including the underlying software, algorithms, user interfaces, designs, documentation, branding, and content provided by Us, including marketing templates and materials created by Us) are and will remain the exclusive property of Transparent Corp or its licensors. This Agreement does not grant You any rights to use Our branding, logos, or trademarks without Our prior written consent, except as expressly permitted within a Service.

4.2. Your Content & Information: You (or Your licensors) retain ownership of any content, data, or information You provide, upload, or transmit to Us in connection with the Services ("Your Information"). You grant Us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display Your Information solely to the extent necessary to provide, maintain, and improve the Services for You and as otherwise permitted by this Agreement, Our Privacy Policy, and the applicable Addendum (e.g., using Your business information to create marketing materials for You).

4.3. Feedback: If You provide Us with any suggestions, ideas, improvements, or other feedback relating to the Services ("Feedback"), You hereby grant Us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and exploit such Feedback for any purpose, without any obligation or compensation to You.

5.1. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes but is not limited to the Services, their non-public features, software, and business strategies. Your Confidential Information includes Your non-public business information and data You provide to Us that is not intended for public dissemination via the marketing services.

5.2. The Receiving Party agrees to: (i) use the Disclosing Party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; (ii) not disclose such Confidential Information to any third party, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (iii) protect such Confidential Information from unauthorized use or disclosure using at least the same degree of care it uses to protect its own Confidential Information of a like nature, but not less than reasonable care.

5.3. Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the Receiving Party (e.g., information You authorize Us to publish in marketing materials); (ii) was in the Receiving Party's lawful possession before disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5.4. Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

6.1. Our collection, use, storage, and disclosure of personal information in connection with the Services is governed by Our Privacy Policy https://transparentagent.com.au/privacy-policy, which is incorporated by reference into these General Terms. You agree to the terms of Our Privacy Policy.

6.2. If You provide Us with personal information relating to a third party (e.g., an Agent providing their client's details, or a Business Seller providing details of their staff or customers for marketing context), You warrant that You have obtained all necessary consents from that third party to enable Us to collect, use, store, and disclose that information in accordance with Our Privacy Policy and for the provision of the Services.

7.1. Term: This Agreement commences on the date You first accept these General Terms or first use any Service and continues until terminated in accordance with its terms or the terms of any applicable Service-Specific Terms Addendum.

7.2. Termination by Us: We may suspend or terminate Your access to any or all Services, or terminate this Agreement, at any time and for any reason, including as specified in a Service-Specific Terms Addendum or if You breach any material term of this Agreement and fail to cure such breach within a specified notice period (if curable and a notice period is specified).

7.3. Termination by You: Your rights to terminate this Agreement or a specific Service will be set out in the applicable Service-Specific Terms Addendum.

7.4. Effect of Termination: Upon termination of this Agreement or a specific Service:

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

8.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. SPECIFIC DISCLAIMERS RELATED TO INDIVIDUAL SERVICE OUTCOMES (E.G., SUCCESS OF MARKETING CAMPAIGNS, AI CALL ACCURACY) MAY BE DETAILED IN THE APPLICABLE SERVICE-SPECIFIC TERMS ADDENDUM.

8.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRANSPARENT CORP, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CONTENT OR MATERIALS THEREON.

9.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100.00).

9.3. Exclusions: The limitations of liability in this Clause 9 do not apply to liability that cannot be lawfully excluded or limited under applicable law, such as liability for Our gross negligence or willful misconduct resulting in direct, foreseeable damages, or any non-excludable guarantees under the Australian Consumer Law. Where liability cannot be excluded but can be limited, Our liability is limited to, at Our option, resupplying the relevant Service or paying the cost of having the Service resupplied.

10.1. You agree to indemnify, defend, and hold harmless Transparent Corp, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, awards, settlements, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

10.2. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate fully with Us in asserting any available defenses.

11.1. Governing Law: This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of laws principles.

11.2. Mandatory Negotiation & Mediation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute"), the parties agree to first attempt to resolve the Dispute amicably through good faith negotiation between individuals with authority to settle the controversy. If the Dispute cannot be resolved through negotiation within thirty (30) days of a party's written notice initiating negotiations, the parties agree to endeavor to settle the Dispute by mediation administered by the Australian Disputes Centre (ADC) under its then-current Mediation Guidelines before commencing any litigation. The mediation shall be conducted in Brisbane, Queensland, unless otherwise agreed. This negotiation and mediation process is a condition precedent to litigation, except for applications for urgent interlocutory or injunctive relief.

11.3. Exclusive Jurisdiction: Subject to compliance with Clause 11.2, each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia, and courts competent to hear appeals from those courts.

12.1. Entire Agreement: This Agreement (comprising these General Terms, the Privacy Policy, and all applicable Service-Specific Terms Addenda to which You have agreed) constitutes the entire agreement between You and Us regarding its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

12.2. Amendments: We reserve the right to modify these General Terms or any Service-Specific Terms Addendum at any time by posting the amended terms on Our website or by providing You with notice (e.g., via email or platform notification). We will indicate the "Effective Date" of the amendments. Your continued use of the Services after such modification constitutes Your acceptance of the amended terms. It is Your responsibility to review these terms periodically.

12.3. Notices: All notices or other communications to Us under this Agreement must be in writing and sent to Our address specified at the beginning of these General Terms or to Our email address `[email protected]`. Notices to You may be sent to the email address associated with Your account or portal, or posted on the relevant Service interface. Notice is deemed given upon confirmed email transmission or three (3) business days after registered post. You are responsible for keeping Your contact details current.

12.4. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the validity, legality, and enforceability of the remaining provisions will not be affected or impaired, provided the severance does not materially alter the economic or legal substance of the transactions contemplated.

12.5. Waiver: No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. Waivers must be in writing and signed by an authorized representative of Us.

12.6. Assignment: You may not assign or transfer this Agreement or any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent, which will not be unreasonably withheld. We may freely assign or transfer this Agreement without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets.

12.7. Force Majeure: Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is caused by a Force Majeure Event, meaning an event beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or widespread failures of telecommunications or internet infrastructure critical to the Service.

12.8. Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.