Terms of Use

Thank you for choosing Xrev^® Technologies Pty Ltd (“Xrev^®“). These Terms of Use (“Terms”) govern your use of Xrev^®‘s websites, products, services, and applications (“Offerings”). Please read these Terms carefully before using our Offerings. By accessing or using our Offerings, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use our Offerings.

By registering for an account, subscribing to our services, or accessing and using our Offerings, you signify your acceptance of these General Terms and other applicable Terms, forming a binding contract between you and us. If you do not agree to these Terms, you must not use or access our Offerings.

You agree to these Terms on behalf of the company or legal entity you represent, such as when acting as an employee or contractor. If you are an individual without a company or legal entity, you agree to these Terms on your own behalf. By agreeing, you confirm that you possess the authority and capacity, including being of sufficient legal age, to act on behalf of and bind such entity (if applicable) and yourself. Additional capitalised terms are defined in these Terms, including in Definitions below.

You are accountable for anyone who acquires, accesses, or utilises Offerings through your account, including your Authorised Users. Their compliance with these Terms is your responsibility, treating each of them as an extension of yourself. In specific situations, your Authorised Users might need to create individual accounts or consent to relevant terms to obtain, access, or use Offerings, but the ultimate responsibility lies with you. You also commit to safeguarding and not disclosing user IDs or passwords, except to authorised account administrators. If there is any suspicion of unauthorised account usage, kindly reach out to us.

You maintain ownership rights to files, designs, models, data sets, images, documents, or similar materials created by you or your Authorised Users and submitted or uploaded to an Offering.

Xrev^® is dedicated to safeguarding your privacy and providing transparency about how your personal data is handled. Our Privacy Statement outlines the collection, utilisation, storage, and processing of personal data related to you. Additionally, it explains how you can request access to or deletion of your personal data.

Each subscription to an Offering is for a fixed, limited time period known as the “Offering Term.” The duration of the Offering Term will be specified in the Offering Identification.

Some subscriptions may renew automatically. If you wish to cancel any automatic renewal, please log in to the user portal.

Grant of License: Xrev^® provides You with a non-exclusive right to use the Software or Cloud Service as part of the Offering, subject to compliance with these Terms and payment obligations. This right is granted solely during the Offering Term and within the scope of Your subscription, as specified in Your Offering Identification.

Limitations: Unless explicitly permitted by these Terms or in writing by Xrev^®, You are prohibited from: (i) reproducing, modifying, adapting, translating, porting, or creating derivative works of any part of the Offering; and (ii) sublicensing, transferring, distributing, transmitting, selling, leasing, renting, loaning, or otherwise making available any part or functionality of the Offering to a third party.

Software License: Any Software provided by Xrev^® is licensed for a limited subscription period, not sold. You are allowed to create one archival copy of the Software for backup and archival purposes during the Offering Term.

Availability: Xrev^® will provide access to Offerings during the Offering Term through Your account or other electronic means, subject to compliance with these Terms. Xrev^® is not responsible for any losses or liabilities resulting from sending Your account information to an incorrect address.

Activation and Access: You may need to log into Your account or provide additional information to activate, access, or use an Offering. Some Offerings may automatically connect Your devices to the internet for purposes like validating subscription use, providing access to services, or downloading Updates or Upgrades, all without prior notice. By using the Offerings, You and Your Authorised Users agree to such connections and automatic downloading and installation of Updates and Upgrades.

Update and Upgrade Installation: Xrev^® may provide Updates or Upgrades to Software during the Offering Term. You are required to promptly install any mandatory Updates to ensure proper operation and security of the Offering. Adjusting Update or Upgrade settings may not be possible for certain Offerings where automatic Updates or Upgrades are necessary.

Uploading Your Content: To access certain Offerings or for Xrev^® to provide specific services, You may upload or share Your Content. Xrev^® personnel will not use Your Content except: (a) at Your request or with Your consent; (b) for Offering provision and improvement purposes (including maintenance, security, updates, or modifications); or (c) to meet legal obligations, enforcement, investigations, or proceedings. Xrev^® reserves the right to block or remove Your Content for any reason, including non-compliance with these Terms. By providing Your Content, You authorize Xrev^® and its designees to use, reproduce, modify, distribute, and make Your Content available in connection with providing Offerings and other activities outlined in these Terms.

Content Compliance: You are responsible for ensuring that: (i) Your Content and its use with any Offering comply with applicable laws, regulations, and these Terms; (ii) Your Content does not infringe or misappropriate any intellectual property or proprietary rights; and (iii) You maintain backup copies of Your Content at all times. You acknowledge that online services may experience disruptions or outages, potentially affecting Your ability to retrieve Your Content.

Indemnification: You agree to indemnify, hold harmless, and defend Xrev^® upon request, against any losses, liabilities, and expenses (including reasonable attorneys’ fees) resulting from (1) Your Content; (2) Your (including Your Authorised Users’) use of Offerings, including any Output or other results produced; and (3) Your (including Your Authorised Users’) breach of these Terms, including any Additional Agreement, or other applicable terms.

Collaboration Features: Some Offerings allow You to collaborate with others, involving actions like sharing or publishing Your Content. If You opt to share or publish Your Content, others may have rights to use, sell, reproduce, modify, distribute, make available, display, transmit, and communicate Your Content. Suspending or terminating access will not delete or restrict access to any previously shared or published Content. If You wish to limit access or rights, refrain from using the sharing, publishing, or other collaboration features of the Offerings and adjust Your permissions accordingly.

Third-Party Links: Offerings may include links to Third-Party Material/Services for Your convenience. Xrev^® does not monitor or control third-party actions with Your Content. It is Your responsibility to manage the appropriate access level of Your Content for third parties. If You grant authorisation for Your Content to be shared with a third party, Xrev^® may provide access, but Xrev^® holds no responsibility or liability for the actions of such third parties.

Offering Evaluation: Xrev^® may provide Offerings (or features of an Offering) termed as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta,” or similar designations collectively referred to as “Trial Versions.” Unless expressly outlined in the Documentation for the Trial Version:

a. Trial Period: You may access or use the Trial Version for a limited period of 30 days from download or receipt.

b. Territorial Restriction: The Trial Version may only be utilised within the Territory where You obtained the Offering.

Commitments and Limitations:
(i) Xrev^® makes no commitments regarding Trial Versions, including any assurance to continue or convert a Trial Version into an Offering.
(ii) Xrev^® engages in ongoing research to enhance Offerings, with no commitment that such research will result in a commercially released Offering.
(iii) Trial Versions may contain untested code, including errors and faults that could lead to data loss or system failure.

Subscription Benefits: Subscriptions to Trial Versions do not include subscription Benefits. Xrev^® reserves the right to terminate any Trial Version at its discretion without further notice.

Providing Feedback:
If You share ideas for improvement, suggestions, or other feedback (collectively, “Feedback”) with Xrev^®, You grant Xrev^® a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense). This license allows Xrev^® to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose, and exploit the Feedback, along with any Offerings utilising the Feedback.

Tools for Assistance:
The Offerings provided by Xrev^® are tools designed to assist You in various activities such as design, analysis, coordination, estimation, and testing. However, they are not a substitute for Your professional judgment or independent activities. This includes tasks related to product stress, safety, and utility. You acknowledge that the Offerings may not have been specifically designed or tested for Your unique use case, and the results obtained may not align with Your expectations within Your constraints.

Your Responsibility:
It is Your responsibility to:

• Determine the appropriateness of using a specific Offering for Your purposes.
• Define the suitable application of the Offerings.
• Select the Offerings, computer programs, and materials to achieve Your intended results or Output.

Acknowledgment:
You acknowledge that, in the relationship between You and Xrev^®:

• You are solely responsible for Your (including Your Authorised Users’) use of the Offerings and any results produced, including Output.
• You are responsible for establishing adequate independent procedures to test the reliability, safety, accuracy, completeness, compliance with legal requirements, industry standards, and other characteristics of any Output.
• Xrev^® is not liable for the results obtained through the use of the Offerings, including any Output.

Data Storage Limitations:
The data storage functionality associated with the Offerings is NOT suitable for storing sensitive information such as Social Security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, or health insurance information. It is also not suitable for storing data about personal characteristics or other personal data, including race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation, or trade union membership. Collectively, this sensitive information is referred to as “Sensitive Personal Data.”

Prohibition on Uploading Sensitive Personal Data:
Except as expressly required by Xrev^® (for instance, providing a credit card number for subscription purchase), You must not upload or otherwise make available to Xrev^® any Sensitive Personal Data. This includes refraining from uploading any files that contain Sensitive Personal Data in connection with Your use of any Offering.

Protection from Harm:
This prohibition is in place to prevent the exposure or risk of harm to individuals if such sensitive information is improperly disclosed or used. Please exercise caution and ensure compliance with these guidelines to protect sensitive personal information.

You agree to access, use, and permit access to and use of the Offerings strictly in accordance with the terms outlined in the Acceptable Use Policy and in compliance with all relevant and applicable laws. This includes adherence to the guidelines and regulations specified in the Acceptable Use Policy, as well as any legal requirements governing the use of the Offerings. It is your responsibility to ensure that your usage aligns with these policies and legal obligations.

In the course of these Terms, either You or Xrev^® (referred to as the “Disclosing Party”) may disclose or provide access to Confidential Information to the other party (referred to as the “Receiving Party”). The Receiving Party shall exercise a degree of care in safeguarding the Confidential Information of the Disclosing Party equivalent to the care it applies to protect its own confidential information of a similar nature, ensuring, at a minimum, reasonable care.

The Receiving Party agrees to:

(a) Use the Confidential Information of the Disclosing Party solely in connection with the Offerings.

(b) Limit access to the Confidential Information of the Disclosing Party to individuals such as employees, consultants, contractors, service providers, professional advisors, and others who require such access for Offerings-related purposes. These individuals must be bound by confidentiality obligations no less stringent than those outlined in these Terms unless otherwise authorized by the Disclosing Party in writing.

The Receiving Party may only disclose the Confidential Information of the Disclosing Party if compelled by law to do so. In such cases, the Receiving Party shall provide the Disclosing Party with prior notice of the compelled disclosure to the extent legally permissible and take reasonable steps to minimise such disclosure. Xrev^® may disclose Your Confidential Information in response to governmental or regulatory requests (including subpoenas or court orders), as part of a legal proceeding involving Xrev^®, or upon Your request. If the disclosure is made at Your request, You may be responsible for the costs associated with compiling and providing access to Your Confidential Information.

You acknowledge and agree that Xrev^® retains ownership and all associated rights to:

(a) The Offerings, Documentation, APIs, and any other information or material provided to You by Xrev^®, including any copies thereof.

(b) Any materials or information created from, derived from, or otherwise utilising the aforementioned items (including Metrics).

(c) All rights under trade secrets, copyrights, trademarks, patents, and any other intellectual property or proprietary rights related to the items mentioned in (a) and (b) above.

The structure and organisation, underlying algorithms and internals, protocols, data structures and externals, and the source code of the Offerings and APIs constitute proprietary and confidential information of Xrev^®. You agree not to disclose such information to third parties or use it for any purpose other than necessary for ordinary-course access to and use of the Offerings as outlined in these Terms, without prior written consent from Xrev^®.

You shall not access or attempt to access the Offerings through any means other than those provided or authorised by Xrev^®. Engaging in decompiling, disassembling, reverse engineering, or any attempt to discover, learn, or study the structure or organisation, underlying algorithms or internals, protocols, data structures or other externals, or the source code of the Offerings or APIs, is strictly prohibited, except as expressly permitted under applicable law notwithstanding any contractual prohibition.

Xrev^® may provide access to other confidential and proprietary information (either marked as such or understood to be such under the circumstances) to facilitate Your access or use of the Offerings, and such information shall be deemed Xrev^® Confidential Information.

Your rights are limited to those expressly granted under these Terms. All rights not expressly granted are reserved by Xrev^®; any other rights are disclaimed by Xrev^®, and You agree not to assert such rights.

You shall not take any action, or authorise, encourage, or assist any third party to take any action inconsistent with this clause.

Xrev^® warrants that, for any paid subscription, starting from the date on which the subscribed-for Offering becomes available to You and for a period of 60 days thereafter (or the duration of the Offering Term if shorter) (“Warranty Period”), the Offering will provide the general features and functions outlined in the end-user Documentation for the Offering. In the event of Xrev^®‘s breach of this warranty, Xrev^®‘s entire obligation and liability, and Your sole and exclusive remedy, will be for Xrev^®, at its discretion, to either (a) reasonably attempt to remedy the breach or (b) refund the amounts received for the affected subscription and terminate such subscription. Any warranty claims related to an Offering must be raised within its applicable Warranty Period, and claims brought after this period will be excluded.

EXCLUDING THE EXPRESS LIMITED WARRANTY IN SECTION 12.1 (LIMITED WARRANTY) AND ANY OTHER EXPRESS WARRANTIES STATED IN ADDITIONAL AGREEMENTS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(a) THE OFFERINGS, INCLUDING SOFTWARE, CLOUD SERVICES, DOCUMENTATION, APIS, OR OTHER MATERIALS, ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” WITHOUT ANY WARRANTY OR CONDITION.

(b) Xrev^® PROVIDES NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR COMMITMENTS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING THE OFFERINGS OR ANY OUTPUT. THIS INCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND CONDITIONS IMPLIED BY STATUTE OR BASED ON A COURSE OF DEALING, USAGE OF TRADE, OR INDUSTRY STANDARDS.

Any statements by Xrev^®, its third-party agents, representatives, or service providers regarding the Offerings, including statements about functionality or performance, Output, or other communications not found in these Terms (including any Additional Agreement), are informational and do not constitute a warranty, representation, condition, or commitment.

Without limiting the above, Xrev^® does not warrant or commit to:
(i) The continuous availability, timeliness, error-free nature, security, accuracy, reliability, or completeness of the Offerings, Output, or Your access and use thereof.
(ii) Meeting specific performance, availability, or service-level criteria.
(iii) Preventing loss or damage to Your Content.
(iv) Correcting errors or defects, or resolving specific support requests to meet Your expectations.

Additionally:
(1) References to “unlimited” access, use, or storage are subject to technical limitations.
(2) Some Offerings or features may not be available in all locations or languages.

Xrev^® ASSUMES NO LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS OR REVENUE; BUSINESS INTERRUPTION OR LOSS OF USE; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER; FAILURE OF, OR DEFECTS IN, THE OUTPUT; LOSS, CORRUPTION, OR DELETION OF (OR FAILURE TO DELETE) DATA OR YOUR CONTENT; OR DAMAGES RESULTING FROM FORCE MAJEURE.

THE AGGREGATE LIABILITY OF Xrev^® CONCERNING ANY OFFERING OR OUTPUT WILL NOT EXCEED THE GREATER OF (a) THE AMOUNT PAID OR PAYABLE BY YOU FOR THE OFFERING IN THE ONE-YEAR PERIOD BEFORE THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY FIRST OCCURRED, OR (b) $1000 USD.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN YOU AND Xrev^®. Xrev^® WOULD NOT HAVE PROVIDED THE OFFERINGS WITHOUT YOUR ACCEPTANCE OF EACH OF THESE TERMS. THESE LIMITATIONS ON LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNIFICATION, RECOURSE, STATUTE, OR OTHERWISE. THIS APPLIES EVEN IF Xrev^® HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY OR THE LIABILITY IS OTHERWISE FORESEEABLE AND WHETHER THE LIMITED REMEDIES IN THESE TERMS FAIL IN THEIR ESSENTIAL PURPOSE.

NOTHING IN THESE TERMS RESTRICTS OR EXCLUDES Xrev^®’S LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY Xrev^®’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (ii) YOUR DAMAGES OR LOSSES CAUSED BY Xrev^®’S FRAUD. ADDITIONALLY, Xrev^® DOES NOT SEEK TO LIMIT YOUR WARRANTIES, YOUR OTHER RIGHTS AND REMEDIES, OR Xrev^®’S LIABILITY FOR DAMAGES OR LOSSES TO THE EXTENT THE LIMITS ARE NOT PERMITTED BY APPLICABLE LAW, SUCH AS STATUTORY WARRANTIES, CONDITIONS, REMEDIES, OR LIABILITIES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW. THESE TERMS GRANT YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

Xrev^® commits to defending you against any claims made by third parties alleging that a Covered Offering violates their patent, copyright, trademark, or trade secret rights (“IP Claim”). Xrev^® will cover damages awarded against you or any settlement agreed upon in writing by Xrev^® in response to the IP Claim, under the conditions that you (a) promptly notify Xrev^® of the IP Claim, (b) grant Xrev^® exclusive control over the defense and settlement of the IP Claim, and (c) promptly provide any necessary assistance and cooperation as requested by Xrev^® for the defense and settlement. These defense and payment obligations do not apply if (i) the IP Claim arises from the use or combination of the Covered Offering with any software, hardware, data, material, or service not provided by Xrev^®, (ii) the IP Claim pertains to any method or process not fully embodied in the Covered Offering, (iii) an Update or Upgrade is available that resolves the alleged infringement in the IP Claim, or (iv) you have breached these Terms. In case Xrev^® becomes aware of an infringement claim related to any Offering, Xrev^® may, at its discretion, (1) modify or replace the Offering, (2) secure a license for your continued use of the Offering, and/or (3) terminate your subscription for the Offering and refund any prepaid fees covering the remainder of the Offering Term. This Section 12 outlines Xrev^®’s sole commitments and your exclusive recourse for any infringement of third-party intellectual property rights.

These Terms take effect on the first date accepted in accordance with Section 1 (Acceptance of Terms) above and remain in effect indefinitely unless terminated as outlined in these Terms, including this Section 13.

You have the right to terminate your subscriptions and these Terms if Xrev^® is in material breach of these Terms and fails to remedy such breach within 30 days after written notice.

Xrev^® may terminate (or disable or suspend your access to and use of) any or all of your subscriptions or other Offerings, or terminate these Terms and your account if: (a) you have no current paid subscriptions; (b) you fail to timely pay any amounts (including fees and taxes) owed to Xrev^®; (c) you (including any of your Authorised Users) are otherwise in material breach of these Terms and fail to cure such breach within 30 days after written notice; or (d) you become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting your creditors, or commence a process of liquidation. These Terms will automatically terminate without further notice or action by Xrev^® if you go into liquidation. Xrev^® may also immediately disable or suspend your access to and use of Offerings and your Content if Xrev^® believes in good faith that your (or your Authorised Users’) conduct or failure to act, or your Content, may (i) pose a security risk, constitute illegal activity, or otherwise adversely impact Offerings, systems, or other users, (ii) constitute or enable tampering with, removing, disabling, or otherwise limiting the effectiveness of any technical protections, or (iii) subject Xrev^®, or its suppliers, resellers, distributors, users, or any similar third parties, to liability.

Upon the expiration or termination of a subscription or other Offering for any reason, your rights with respect to that Offering, including any related Software license, Cloud Service access, and Benefits, will end. At that time, you must cease all access to and use of the Offering, uninstall any and all copies of materials related to such Offering, and, at Xrev^®’s request, destroy or return any such copies. In connection with the expiration or termination of a subscription, (a) as a convenience, Xrev^® may provide you with a brief period (e.g., 30 days) to retrieve your Content after expiration or termination, if you comply with these Terms and pay any applicable fees, and (b) otherwise, Xrev^® may delete, without notice, any or all of your Content, including backup and other copies.

Upon any termination of these Terms for any reason: (a) your account and your subscriptions and other Offerings, including those of your Authorised Users, will immediately terminate, and (b) the effects described above regarding the expiration or termination of a subscription or other Offering will apply to all subscriptions and other Offerings attached to your account. Your payment obligations, your responsibility for anyone who obtains, accesses, or uses Offerings through you or your account (including your Authorised Users) (as described in Section 4 (Your Account)), and certain sections of these General Terms will survive termination for any reason. These include Section 3 (Ownership of Work); Section 6.3 (Use of Your Content); Section 6.4 (Collaboration and Sharing of Your Content); Section 8 (Feedback); Section 9 (Usage Limitations); Section 10 (Confidentiality); Section 11 (Xrev^® Proprietary Rights); Section 12.2 (Disclaimers); Section 12.3 (Limitations on Liability); Section 13.3 (Effect of Termination of Subscription); this Section 13.4; Section 14 (Miscellaneous), including Section 14.4 (Governing Law); and Section 15 (Definitions).

Xrev^® reserves the right to periodically (a) amend, discontinue, or replace an Offering (inclusive of any Benefits, features, functionality, or associated services linked to the Offering), or (b) introduce or modify license keys, authorisations, or other mechanisms for regulating or quantifying access to or utilisation of the Offerings. Xrev^® will make reasonable efforts to inform you of any significant changes to an Offering through relevant release notes or other associated Documentation for the Offering.

To the fullest extent permitted by applicable law, Xrev^® reserves the right to periodically (and you acknowledge Xrev^®‘s right to) modify these Terms. Xrev^® will make reasonable efforts to notify you of any changes to these Terms (“Terms Modification Notice”), which may include posting on this site. It is your responsibility to regularly check this site for updates, including Terms Modification Notices. Unless expressly stated otherwise in these Terms, if any modification to the Terms has a materially adverse effect on you and you do not agree to the modification, you may reject the modification by notifying Xrev^® of the rejection within 30 days of the Terms Modification Notice.

If you reject a modification under these circumstances:

(a) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy, or legal compliance reasons, in which case the modification will be effective immediately) until the earlier of (i) the end of the applicable Offering Term, or (ii) 180 days after the Terms Modification Notice; and

(b) Your rights to such Offerings, including any related subscription Benefits, will then terminate. In the event of such termination by you, Xrev^® (or the party from whom you purchased your subscription) will refund the prorated portion of any prepaid fees applicable to the remaining Offering Term of your subscription for the affected Offerings after the effective date of termination. In any event, if any subscription is renewed or extended, it will be under the then-current Terms. Notices by you or Xrev^® will be provided as set forth below, except that you may also provide your notice of rejection via email (within the 30-day period described above), or in any other manner specified in the Terms Modification Notice.

Notwithstanding the foregoing, if the Offering Types and Benefits, or other policies include different terms or procedures for modification thereof, modification may, at Xrev^®’s option, be handled as described therein. You acknowledge that your commitments with respect to the Offerings and subscription Benefits are not contingent on the delivery of future features or functionality (or oral or written statements about future features or functionality).

The interpretation and construction of these Terms will be based on the English language version, and all notices or communications related to these Terms will be conducted in English. Unless specified otherwise, references to “days” in these Terms signify calendar days. Terms like “including,” “for example,” or “e.g.,” and similar expressions should not be considered restrictive or exclusive and are deemed to be followed by “without limitation,” whether expressly stated or not. Headings, such as those for sections, are included for convenience and do not alter the interpretation of any provision. The rights and remedies outlined in these Terms are cumulative and supplement, rather than replace, any other rights and remedies available under applicable law.

(a) General

These terms are between You and Xrev^® Technologies Pty Ltd. The governing law for these Terms, including any rights, obligations and claims is the courts of Queensland, Australia. Similarly, any dispute or claim arising out of or relating to these Terms, including the breach, performance, termination, enforcement, interpretation, or validity of these Terms (and whether under contract, tort, including strict liability, competition law, or otherwise), and including the determination of the scope or applicability of the dispute resolution provisions of these Terms, will be finally determined under the law of the courts of Queensland, Australia.

(b) Informal Dispute Resolution

Xrev^® aims to address any claims or disputes (“Claims”) through informal means. In the event that You or Xrev^® has a Claim related to an Offering or these Terms, both parties will initially attempt to resolve the Claim informally. This involves notifying the other party of the Claim, as described in the Notices section below, and working collaboratively to find a resolution. If the Claim remains unresolved through informal dispute resolution for a period of 30 days following the receipt of the notice, either party may then proceed with formal dispute resolution.

Neither party will be held responsible or incur liability for any delay or failure to perform to the extent caused by unforeseen circumstances or factors beyond its reasonable control. Such factors include, but are not limited to, acts of God, earthquakes, fires, pandemics, floods, sanctions, embargoes, strikes, lockouts, or other labour disturbances, civil unrest, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third-party internet connections or infrastructure, power failures, acts or orders of civil and government authorities, and severe weather (“Force Majeure”). The party experiencing the Force Majeure event will promptly provide written notice (when possible) to the other party regarding the failure to perform and will make reasonable efforts to minimise the resulting delay in its performance.

You are prohibited from assigning or transferring these Terms, as well as your rights or obligations under these Terms, without obtaining prior written consent from Xrev^®. Furthermore, Xrev^® reserves the right to terminate these Terms, including your rights, in the event that you are acquired or brought under the control of another individual or entity, whether through the acquisition of shares, merger, or any other transaction, without the aforementioned written consent from Xrev^®. Xrev^® retains the right to assign or transfer these Terms, without requiring your consent or providing notice to you, as part of a reorganisation, merger, sale of assets, or any other transaction involving all or part of the Offerings or related business.

If any provision of these Terms is deemed unenforceable under applicable law, the following will apply: (a) the provision will be considered modified to the extent reasonably necessary to conform to applicable law while preserving the maximum effect of the parties’ intent as expressed in these Terms, and (b) the provision will be rendered ineffective only within the jurisdiction where it is held unenforceable, without affecting its enforceability in any other jurisdiction.

If you need to send notices to Xrev^®, please do so via postal mail or delivery service to the following address: Xrev^® Technologies Pty Ltd, 8 Flitcroft Place, Pelican Waters, QLD 4551 Australia, Attention: Chief Legal Officer. These notices will be considered effective upon receipt by Xrev^®.

Except as explicitly stated otherwise in these Terms, notices from Xrev^® to you will be communicated through one of the following means: (a) via email to the registered email address associated with your account, (b) by posting within your account, (c) within a specific Offering (e.g., through an in-Offering notification function or sign-in notification), (d) through postal mail or delivery service to the address linked to your account, or (e) through any other reasonable method chosen by Xrev^® that involves direct notification to you. For notices sent via email, they will be considered effective one day after being sent, and for other notices, they will be deemed effective five days after posting or sending. By agreeing to these terms, you also consent to receiving service of process via registered mail sent to the address provided on your Customer Information Form or, if no Customer Information Form has been submitted, your last known address as known by Xrev^®, as permitted by applicable law.

These Terms, along with any Additional Agreement, represent the complete agreement between you and Xrev^®, overriding and replacing any prior or concurrent agreements, discussions, communications, representations, warranties, advertising, or understandings related to the subject matter herein. The use of any Offering is expressly contingent upon adherence to these Terms, and any alternative terms are explicitly declined.

In cases where a conflict arises between these General Terms and any Special Terms, the Special Terms will take precedence concerning their subject matter. Similarly, if a conflict arises between these General Terms or the Special Terms and the Additional Agreement, the Additional Agreement will govern with regard to its subject matter, as outlined in the Additional Agreement.

Any failure to enforce or exercise a provision of these Terms does not constitute a waiver of that provision, unless such waiver is explicitly stated in writing and signed by the party against whom the waiver is being asserted.

Additional Agreement: Refers to any agreement directly signed with an Xrev^® entity, explicitly supplementing or amending the Terms, such as an enterprise business agreement.

Authorised Users: Also known as “Your Authorised Users,” includes (a) You (if an individual) and (b) identified individuals (e.g., employees, consultants, contractors) for whom You acquired a subscription. You are responsible for notifying and obtaining agreement from such Authorised Users regarding the application of these Terms before their access.

Benefits: Encompasses various advantages available to You or Your Authorised Users by Xrev^®, typically based on the subscribed Offering type or level. These benefits may include access to Updates and Upgrades, technical support, training, webinars, forums, events, and more.

Cloud Service: Denotes a web- or cloud-based service provided by Xrev^®, whether part of a subscription or offered for a fee. It may include software as a service (SaaS) and remote storage or processing of data.

Confidential Information: Non-public information designated as confidential by a Disclosing Party and made available or disclosed to a Receiving Party in writing. It excludes certain categories of information and Xrev^® Confidential Information includes non-public aspects of Offerings, product plans, technology, and business negotiations.

Covered Offering: Any Offering for which You paid Xrev^® a subscription fee exceeding $30 USD in the previous 12 months, excluding certain modifications made by You and Third-Party Material/Services.

Customer Information Form: A form submitted to Xrev^® (or a third party) in connection with Your account, subscription, or Offering.

Documentation: The current end-user documentation and technical or legal requirements for an Offering.

Metrics: Data on access and use of Offerings, including feature usage, storage, and processing of Your Content. Treatment of personal data in Metrics follows the Privacy Statement.

Offerings: Encompasses Software, Cloud Services, and Benefits provided by Xrev^®, along with associated subscriptions.

Offering Identification: Designations specifying Offering details, provided through various means, including written confirmation, packaging, or Xrev^® notices.

Offering Type: The license type specified by Xrev^® for a subscription (e.g., project or user).

Output: All results, work product, designs, prototypes, or items created through any use of an Offering.

Software: Any software or similar materials provided by Xrev^®, whether part of a subscription or available for a fee, including Updates and Upgrades.

Terms: Includes these General Terms, referenced terms, and any Additional Agreement, along with other applicable terms.

Territory: The country or jurisdiction where You acquired Your subscription, as indicated in Offering Identification.

Updates: Security fixes, hot fixes, patches, and other modifications released between Upgrades.

Upgrades: New versions of Offerings or additional products associated with Offerings, as determined by Xrev^®.

Xrev^®: Refers to Xrev^® Technologies Pty Ltd.

Your Content: Files, designs, data sets, images, or similar material submitted or uploaded by You or Your Authorised Users to an Offering, along with specific output generated from the use of an Offering based on Your raw data or information.