Terms & Conditions

Kenex Pty Ltd – Terms & Conditions for KenexVue and MinerVue

These Terms & Conditions, together with any and all Orders that you make on www.minervue.com/pricing (together, this Agreement) govern your access and use of our Platform as well as your access and use of our Products & Services. Any other terms and conditions (for example, any terms and conditions you purport to incorporate in any purchase order that you issue to us) do not apply.

Some parts of our Platform and particular Products & Services (e.g. our KenexVue offering), are offered on a subscription basis for no Fee, whereas others are offered on a subscription basis requiring a payment of a Subscription Fee (e.g. our MinerVue offering).

Unless otherwise specified by us in an Order, all Subscriptions are provided on a per user basis. Therefore, any passwords / log-in details associated with an Account cannot be shared with other persons (including persons within your organisation).

The data available on our Platform is for general information only and does not constitute:

financial, investment or other professional advice; or
any authoritative or official dissemination of information on behalf of a company, governmental authority or any other person.

For further details regarding our Products & Services please refer to our Website or contact us.

In these Terms & Conditions, unless the context requires otherwise:

Capitalised terms will have the meanings given to them in clause 14 (Definitions) of these Terms & Conditions, unless otherwise defined in the body of these Terms & Conditions. A capitalised term that is derived from a term that is defined in clause 14, has a corresponding meaning.
The use of the word “including” or “for example” or similar will be construed without limitation.
A reference to a statute or statutory provision includes:
- any legislative instrument made under it; and
- any statute or statutory provision which amends or supersedes it.

In this Agreement any reference to “$” or “dollars” is to Australian currency.

1. Contracting parties

(a) This Agreement is between Kenex and the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement on their own behalf, each as identified in the relevant Order.

(b) If you (the individual accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that:

(i) you have full legal authority to bind your employer or such entity to this Agreement; and

(ii) you agree to this Agreement on behalf of your employer or such entity.

(i) you will be deemed to represent that party;

(ii) your acceptance of this Agreement will bind your employer or that entity to these terms; and

(iii) (except for sub-clause 1(b) and this sub-clause 1(c), where the words “you” and “your” refer to the individual accepting the Agreement), the words “you” or “your” (or other derivatives) in this Agreement will refer to your employer or other entity that you are deemed to represent and enter this Agreement on behalf of.

(d) By clicking on the “Agree” or “Place order” (or similar button or checkbox) that is presented to you at the time of making a purchase, subscribing, or downloading any Licensed Materials, or by using or accessing our Platform you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), and do not download any Licensed Materials or otherwise use or access the Platform.

(e) If this Agreement is accepted on behalf of an entity, you (the contracting entity) are responsible for your Personnel, and any other person with whom you share the Licensed Materials, complying with this Agreement and all activities of your such persons.

(f) Without limiting clause 1(e), you must create an Account in order to make purchases, download any Licensed Materials, or access or use the Platform. You are responsible for all activities that occur in connection with your Account and any Accounts of your Personnel. We reserve the right to accept or reject Accounts that are created using personal email domains or that do not meet our email authentication requirements.

2. Term and termination

(a) This Agreement commences on the date that you first make any purchase from us or first access or use any of our Products & Services and:

(i) if you have signed up to a free subscription to our Products & Services (e.g. our KenexVue offering), this Agreement continues until either party gives the other party written notice to terminate the Subscription;

(ii) if you have purchased a Subscription, this Agreement continues for an initial term of 12 months (Initial Term) and will automatically renew for consecutive 12 month periods (each a Renewal Term) unless either party gives written notice to the other party to terminate the Subscription by no later than 10 days after the end of the relevant Initial Term or Renewal Term, or unless otherwise terminated in accordance with these Terms & Conditions; and

(iii) if you have made a purchase on any other basis, this Agreement continues unless otherwise terminated in accordance with these Terms & Conditions.

(b) Your access to Licensed Materials may be subject to additional limited Access Periods and restrictions, as set out in clause 3(a).

(c) Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach (which includes, among others, a breach of Permitted Purpose or your failure to pay the Fees when due) and:

(i) that breach is not capable of being cured; or

(ii) if that breach is capable of being cured, the breaching party fails to cure that breach within 30 days after being notified in writing to do so.

(d) We may terminate this Agreement for convenience by providing written notice of not less than 30 days.

(e) We may also terminate this Agreement immediately by written notice if:

(i) we are requested to do so by a court or regulator with competent jurisdiction;

(ii) you become or are reasonably likely to become insolvent or bankrupt;

(iii) in our opinion, acting reasonably, you become or are reasonably likely to become affiliated with one of our competitors; or

(iv) in our opinion, acting reasonably, there has been or it is reasonably likely that there will be a breach of any of the security provisions set out in these Terms & Conditions by you (including your Personnel).

(f) We reserve the right to update these Terms & Conditions and to modify Subscription Fees from time to time.

(i) Changes to Terms & Conditions will apply 30 days after we publish the revised Terms & Conditions on our Website. If:

(A) you do not agree to these changes, you should notify us in writing within 21 days of us publishing the revised Terms & Conditions on our Website, at which point your access will be revoked (in accordance with clause 2(h)) unless clause 2(f)(i)(B) applies; and

(B) you do not agree to these changes and you have notified us in writing within 21 days of us publishing the revised Terms & Conditions on our Website and you have already pre-paid for a Subscription prior to the effective date of the updated Terms & Conditions to which you object, then the version of the Terms & Conditions to which you last agreed continue to apply to you for the then-current Subscription term only (and, for clarity, the revised Terms & Conditions will apply to any subsequent Renewal Term).

(ii) Changes to Subscription Fees will apply at the end of the then-current Initial Term or Renewal Term. We will provide you with prior notice of any changes to Subscription Fees and if you do not agree to them, you should notify us that you do not wish to renew your Subscription in accordance with clause 2(a)(ii).

Where you have not notified us in writing that you do not agree with any update made to these Terms & Conditions, your continued use of the Platform shall constitute acceptance of the same.

(g) All pre-paid Fees will be non-refundable, unless this Agreement is terminated by you under sub-clause 2(c) due to our material breach or terminated by us for convenience under sub-clause 2(d), in which case we will refund any pre-paid Fees to you in relation to any unused Subscription Term on a pro-rated basis.

(h) Except in relation to Licensed Materials that you have already lawfully downloaded in accordance with this Agreement prior to the effective date of termination or expiry of this Agreement, all your rights to access and use our Platform (including any and all Products & Services contained on it) will automatically cease upon expiry or termination of this Agreement. You may keep copies of Licensed Materials that you have already lawfully downloaded in accordance with this Agreement prior to the effective date of termination or expiry of this Agreement. The provisions of this Agreement relating to such retained Licensed Materials (including without limitation the restrictions set out in clauses 4, 5 and 7) will continue to apply on a perpetual basis.

(i) You acknowledge and agree that our Products & Services are constantly evolving and that we may from time to time add new features, remove existing features or otherwise change or update our Platform (including any and all Products & Services and the data contained in them).

(j) Termination or expiry of this Agreement will be without prejudice to the rights and liabilities of the parties that have already accrued prior to the effective date of termination or expiry.

(k) Clauses 4, 5, 7, 8, 9, 10, 11, 12, 13(l), 13(m) and any other clauses that, by their nature, are intended to survive termination or expiry of this Agreement will survive termination or expiry of this Agreement.

3. Grant of licence and access rights

(a) We grant to you a worldwide, non-exclusive, non-transferable, non-sublicensable right and licence to access, view, download, make limited copies of, and make limited distribution of, the relevant Licensed Materials set out in the applicable Order and according to your Subscription, solely for the Permitted Purpose and subject always to:

(i) access and download being limited by way of the permitted Access Method;

(ii) access and download being limited by the Access Period;

(iii) the other restrictions set out in these Terms & Conditions; and

(iv) any other restrictions noted on the Platform or the face of the Licensed Materials.

(b) The grant of rights in clause 3(a) includes:

(i) the right to make limited copies of the relevant Licensed Materials;

(ii) the right to cite the information in the Licensed Materials in internal documents and records;

(iii) the right to cite the information in the Licensed Materials in externally distributed materials, provided that:

(A) such distribution is on an infrequent, irregular and ad hoc basis (as per our reasonable opinion);

(B) the distribution is only of limited extracts of the Licensed Materials that have no independent commercial value and could not be used as a substitute for any of the Products & Services (or a substantial part of it) provided by us; and

(1) your third party professional advisors, to the extent they need to know the information in the Licensed Materials to advise you and provided they are not competitors of Kenex or otherwise provide any similar product or service (whether on a platform basis or on a traditional consulting basis) in the ordinary course of their business; or

(2) otherwise in the ordinary course of your business (and provided such business is not competitive with the business of Kenex),

(iv) subject to clause 12, the right to input the information in the Licensed Materials into an Internal AI System to:

(A) generate insights for the purposes of internal documents and records, but subject always to and in accordance with sub-clause 3(b)(ii) above; and

(B) generate insights for the purposes of externally distributed materials, but subject always to and in accordance with sub-clause 3(b)(iii) above,

in each case:

(v) solely to the extent required for the Permitted Purpose;

(vi) subject always to the limitations set out in clause 3(a), clause 4 and the other limitations in these Terms & Conditions; and

(vii) provided that we are attributed as the source of the Licensed Materials or the cited information.

(c) We may suspend or limit your use of or access to the Licensed Materials or the Platform (including any and all Products & Services contained on it) if, in our opinion, acting reasonably:

(i) there has been, or it is reasonably likely that there will be, a breach of any if the security provisions in these Terms & Conditions by you or your Personnel;

(ii) there has been, or it is reasonably likely that there will be, a breach of your obligations under the Agreement, by you or your Personnel;

(iii) the security of the Platform is at risk;

(iv) you have not paid a Fee by the due date; or

(v) your access or use of the Platform exceeds our Acceptable Use Policy (if any) or otherwise exceeds commercially reasonable use.

Our notice will specify the cause of the suspension or limitation and, if the cause of the suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the relevant Products & Services. However, we may not always be able to contact / notify you, for example because of legal or regulatory restrictions. Fees remain payable and non-refundable in full during such periods of suspension or limitation arising from your action or inaction.

(d) You must indemnify us against all costs, liabilities and expenses (including accounting for lost profits) that we may suffer or incur as a result of use of the Platform (including the Licensed Materials) by you or any person or entity with whom you share (directly or indirectly) the Licensed Materials that is not consistent with this Agreement (except to the extent such costs, liabilities or expenses are caused or contributed to by our negligence, wilful misconduct, fraud or other unlawful conduct by us).

4. Restrictions on access, use and distribution

(a) Except as expressly permitted in these Terms & Conditions, you must not (and you must ensure that your Personnel and any person or entity with whom you share the Licensed Materials do not):

(i) display, perform, store, reproduce, distribute, modify, adapt, disclose, communicate, publish, make available, translate, reverse engineer, disassemble, decompile or otherwise use the Licensed Materials in any form or manner;

(ii) extract, re-use or publish the Licensed Materials in any form or manner;

(iii) combine with any other materials or create any derivative works or improvements of, or create any competitive products based on, the Licensed Materials or any information contained in the Licensed Materials in any form or manner (including, for the avoidance of doubt, using the information contained in the Licensed Materials to construct a database of any kind or to improve the quality of any data sold or contributed by you to any third party);

(iv) rent, lease, sell, resell or otherwise use or exploit the Licensed Materials, or any information contained in the Licensed Materials, in any form or manner or to create any product or service that could compete with our business (including using them in any service bureau or outsourcing offering);

(v) allow any party to access, use or benefit from the Licensed Materials or our Products & Services in any way, except your Personnel and third party professional advisors, where permitted by clauses 3(b)(ii) or 3(b)(iii)); or

(vi) share any passwords or log-in credentials associated with an Account with any other person.

(b) In addition, you must not (and you must ensure that, and any person or entity with whom you share the Licensed Materials do not):

(i) use or disclose the Licensed Materials for any purpose, or in a manner, which is prohibited by applicable law (including the Corporations Act or other laws pertaining to the use of financial information);

(ii) use or disclose the Licensed Materials in any manner inconsistent with this Agreement;

(iii) run or install any computer software or hardware, or use any technology, to circumvent or to otherwise automatically download, mine, scrape or index the information contained in the Licensed Materials;

(iv) remove, obscure or modify, in any way, any copyright and other proprietary notices or watermarks contained in the Licensed Materials;

(v) operate any information vending or commercial publishing business; or

(vi) otherwise allow the dissemination of the information contained in the Licensed Materials via the press, mass media, online or other means of public distribution / publishing.

(c) You must indemnify us against all costs, liabilities and expenses (including accounting for lost profits) that we may suffer or incur as a result of any breach of clause 3 or clause 4 by you or any person or entity with whom you share the Licensed Materials.

5. Intellectual Property

(a) As between you and Kenex, Kenex retains ownership in all Intellectual Property in our Products & Services (including Licensed Materials and the compilation of any information within them) and you do not acquire any rights in our Products & Services (including Licensed Materials and the compilation of any information within them) except as expressly set out in this Agreement.

(b) Subject to clause 11, we will pay any damages that a court in Australia with competent jurisdiction finally awards against you or that are included in a settlement approved by us in connection with any third party claim alleging that your use of the Licensed Materials (excluding any Third Party Materials) in accordance with this Agreement infringes the Intellectual Property rights of any third party in Australia, provided that the damage does not result from:

(i) a combination of all or part of our Products & Services or data with other products or technology not supplied by us;

(ii) modification of all or part of our Products & Services other than by us or our Personnel;

(iii) use of a version of our Products & Services or data after we have notified you of a requirement to use a subsequent version;

(iv) use of our Products & Services or data by you or your Personnel or third party professional advisors in a manner inconsistent with this Agreement; or

(v) any other breach of this Agreement by you.

Our obligations to defend you against third party claims in this sub-clause 5(b) are conditional on:

(vi) you promptly notifying us in writing of the claim;

(vii) you supplying any information we reasonably request;

(viii) you allowing us to control the defence and any settlement; and

(ix) this sub-clause 5(b) being your sole and exclusive remedy in connection with any claims alleging the infringement of the Intellectual Property rights of any third party.

(c) If you provide us with feedback or suggestions regarding our Products & Services, we may use such feedback or suggestions without restriction or obligation.

6. Fees and payment

(a) You agree to pay the Fees set out in the applicable Order by the due date (or immediately, if payment is due at the time of making the purchase). Unless otherwise specified by us in an Order, Subscription Fees are payable annually in advance.

(b) Unless otherwise specified by us in an Order, all Fees are stated in, and will be payable in, Australian Dollars.

(c) Payment of Fees can be made by means of credit card or direct debit. We use a third party payment processor to process payments made to us. By making payment of the Fees, you agree to provide us with accurate and complete billing information, and you authorise us to share your billing information with any third parties we engage for the purpose of processing your payment. You are responsible for all payment fees (including credit card, direct debit and other payment processing fees) that may be imposed on you.

(d) The parties acknowledge and agree that (unless otherwise expressly stated in an Order) the Fees are stated:

(i) exclusive of GST and you will pay the GST Amount (if applicable) to us in addition to the stated Fees (and we will remit the GST Amount to the Australian Taxation Office in accordance with the GST Legislation); and

(ii) exclusive of payment processing surcharges that may be imposed on us by any third party payment processor we engage, and you will pay the applicable payment processing surcharge to us in addition to the stated Fees.

(e) The parties acknowledge and agree that the Fees stated are otherwise exclusive of all other taxes or duties chargeable on the Fees and you will pay such taxes or duties in addition to the stated Fees, in full and without deduction, set-off or withholding of any kind.

(f) If you claim any exemption from any taxes or duties under this Agreement, you must provide us with a valid tax exemption certificate or other acceptable evidence, and after receipt of valid evidence of exemption, you will not be charged such exempt taxes for the relevant purchase.

7. Confidentiality

(a) Unless otherwise permitted by these Terms & Condition or we have given you our prior express written consent, you must, at all times including after this Agreement ends:

(i) keep all Confidential Information confidential;

(ii) take all reasonable steps to secure and safeguard all Confidential Information;

(iii) only use the Confidential Information for the purposes of this Agreement (and, for the avoidance of doubt, where the Confidential Information is the information in the Licensed Materials, only use such information for the Permitted Purpose);

(iv) not use or attempt to use any Confidential Information in any manner which may prejudice the confidentiality of the Confidential Information, or which may otherwise injure or cause loss or detriment to us;

(v) restrict access to the Confidential Information to only those recipients that need to know the information for the purposes of the Agreement (and, for the avoidance of doubt, where the Confidential Information is the information in the Licensed Materials, restrict access to those recipients that need to know the information for the Permitted Purpose); and

(vi) ensure that any recipient with whom you share the Confidential Information is subject to obligations of confidentiality no less stringent than those set out in these Terms & Conditions.

(b) The obligations of confidentiality set out in clause 7(a) will not apply to the extent any information:

(i) is in the public domain, or comes into the public domain otherwise than by breach of the Agreement, provided that the Licensed Materials will be treated at all times as Confidential Information notwithstanding that information compiled within them may be derived from sources within the public domain;

(ii) was lawfully in your possession prior to the date of disclosure by us; or

(iii) was received by you from a third party without breach of any confidentiality obligation.

(c) To the extent you are compelled by mandatory law or court order to disclose the Confidential Information to a government authority or court, you must promptly give us prior written notice (unless otherwise prohibited from doing so) and provide reasonable assistance, to enable us to seek an appropriate protective order or other remedy.

(d) You must indemnify us against all costs, liabilities and expenses (including accounting for lost profits) that we may suffer or incur as a result of a breach of any of the confidentiality obligations in this clause 7.

8. Security

Each party will use and maintain industry standard organisational, administrative, physical and technical safeguards designed to keep the other’s information secure and inaccessible to unauthorised persons.

9. Data Privacy

(a) Each party warrants to the other that it will process any and all Personal Information in accordance with the Privacy Laws applicable to that party. Our privacy policy is available on our Website.

(b) Without limiting the generality of clause 8 or sub-clause 9(a), each party will use and maintain organisational, administrative, physical and technical safeguards designed to protect Personal Information it holds from misuse, interference and loss, as well as unauthorised access, modification or disclosure.

(c) Access to and use (or misuse) of our Products & Services (including the Platform, the Account and Licensed Materials) may be monitored and traced by us, including by use of monitoring technologies and properties embedded in such Products & Services).

(d) We may collect information related to your use of our Products & Services and data. We may use this information to test, develop, and improve our products and services and to protect and enforce our rights under this Agreement, and may pass this information to our third party contractors and advisers for the same purposes.

10. Exclusion of warranties and reliance on information

(a) While every attempt is taken to ensure that the Licensed Materials are kept up to date and accurate, we cannot guarantee that information contained in them in relation to any person or entity will not have changed or is complete. You acknowledge and accept that:

(i) the Product (including the Licensed Materials) is provided “as is” and “as available” based on the underlying information available to us at a particular point in time;

(ii) the Licensed Material is based on the underlying information available to us at a particular point in time;

(iii) the underlying information forming the basis of the Licensed Materials may be provided to us manually from various sources and may not immediately reflect any changes that have occurred since the date that the underlying information was provided to us;

(iv) the information contained in the Licensed Materials is not necessarily exhaustive;

(v) we rely on third parties for some of the underlying information forming the basis of the Licensed Materials (including direct sources of the corporate entities about which we provide reports and other Licensed Materials);

(vi) information provided by us in the Licensed Materials is necessarily in summary form and should be read and used by you in context of any other details available to you, including in Third Party Materials; and

(vii) you should not rely solely on the Licensed Materials in making any particular decision and it is your responsibility, before making any particular decision, to make independent inquiries to verify the accuracy, completeness, quality and currency of the information contained in the Licensed Materials.

(b) We make no warranties of non-infringement, accuracy, completeness, quality, availability or currency of the Product (including the Licensed Materials or the information in them), nor do we make any warranties that the Product (including the Licensed Materials) will be uninterrupted, error-free, complete, timely or fit for any particular purpose. To the maximum extent permitted by applicable law, we exclude and disclaim all conditions, terms, representations (other than fraudulent representations), warranties and statutory guarantees relating to the subject matter of these Terms & Conditions (including the Licensed Materials) that are not explicitly stated in the Agreement, including any implied warranties or statutory guarantees of satisfactory quality and fitness for a particular purpose.

(c) You acknowledge that the Licensed Materials contain information obtained from registers maintained by third parties, including those maintained by the ASX and by the companies who are the subject of the information in the Licensed Materials. We make no warranties or representations, and disclaim all liability, in connection with any Third Party Materials.

(d) We are not providing financial advice or any other professional advice by allowing you to access and use our Licensed Materials. Your decisions made in reliance on the Licensed Materials, the information in them, or your interpretations of our data are your own for which you have full responsibility.

11. Liability

(a) You must procure that any person or entity with whom you share the Licensed Materials, agree to be bound by these Terms & Conditions (including, in particular, the obligations and restrictions on access, use, further distribution and confidentiality). However, you alone will be:

(i) entitled to enforce the provisions of this Agreement;

(ii) responsible for the obligations set out in this Agreement (including payment of the Fees); and

(iii) liable for any non-compliance with this Agreement, whether caused by you, any of your Personnel or any person or entity with whom you share the Licensed Materials.

(b) Subject to clauses 11(c), 11(d) and 11(e), to the maximum extent permitted by applicable law, our aggregate liability to you for any and all claims arising out or in connection with this Agreement will not exceed the Fees paid by you, in the 12 months preceding the date on which the liability first arose, under the relevant Order(s) for the relevant Products & Services that are the subject of the claim.

(c) Subject to clauses 11(d) and 11(e), to the maximum extent permitted by applicable law, neither party will be liable to the other for any:

(i) loss of revenue, loss of profit, loss of business, loss of opportunity, loss of anticipated savings, loss of goodwill, loss of opportunity, economic loss, loss caused by business interruption;

(ii) indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense of any kind, regardless of the cause of action on which it is based, even if advised of the possibility of such loss, damage, cost or expense occurring.

(d) Nothing in this Agreement will exclude or limit:

(i) either party’s liability for fraud or fraudulent misrepresentation;

(ii) either party’s liability for wilful misconduct or unlawful conduct;

(iii) either party’s liability for negligence causing death or personal injury;

(iv) your infringement of our Intellectual Property;

(v) either party’s liability for any breach of confidentiality;

(vi) the indemnities set out in sub-clauses 3(d), 4(c), 7(d) or 12(b)(vi); or

(vii) any liability that cannot be limited under applicable law.

(e) Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying any consumer guarantee, right or remedy conferred by the ACL, or any other similar applicable consumer law that cannot be excluded, restricted or modified by agreement. To the fullest extent permitted by law, our liability to you for a breach of a non-excludable guarantee in the ACL is limited, at our option, to:

(i) in the case of goods, any one or more of the following:

(A) replacement of the goods or the supply of equivalent goods;

(B) the repair of goods;

(D) the payment of the cost of having the goods repaired; or

(ii) in the case of services:

(A) the supplying of the services again; or

(B) the payment of the cost of having the services supplied again.

12. Artificial Intelligence

(a) Without limiting any other restrictions set out in this Agreement in connection with the Platform (including Licensed Materials and the information underlying the Licensed Materials), the extent of the licence and access rights granted in sub-clause 3(b)(iv) are subject to the following:

(i) you must not use the Platform (including Licensed Materials and the information underlying the Licensed Materials) to train, fine-tune, or otherwise enhance any AI or AI System (including Internal AI Systems);

(ii) the AI Outputs will be considered Confidential Information of Kenex to the extent that they include any underlying information in the Licensed Materials, and the relevant provisions governing confidentiality under this Agreement will apply to such AI Outputs; and

(iii) you must ensure that your use of any AI, AI Systems, AI Inputs and AI Outputs is compatible with your obligations under this Agreement at all times (including, for example, your obligations to attribute Kenex).

(b) In addition, you acknowledge and agree that:

(i) use of the Platform (including any underlying information in the Licensed Materials) in connection with any AI System that is not an Internal AI System is strictly prohibited;

(ii) we may request records and / or an audit of your use of AI in connection with our Platform to validate your compliance with the terms of this Agreement, and you must comply with such request (including providing reasonable assistance, cooperation and access to records, systems and personnel);

(iii) you must ensure that your use of any AI, AI Systems, AI Inputs and AI Outputs complies with all applicable laws;

(iv) you must not permit, enable or assist any other party to use the Platform (including Licensed Materials and the information underlying the Licensed Materials) in connection with any AI, AI Systems, AI Inputs and AI Outputs in a manner that is inconsistent or incompatible with this Agreement (including ensuring that you put in place appropriate contractual protections with any third party that has access to your internal documents or records or any externally distributed materials that contain the Licensed Materials and the information underlying the Licensed Materials);

(v) use of any AI, AI Systems, AI Inputs and AI Outputs is experimental and inherently unreliable (including AI Outputs that are hallucinations or which otherwise appears plausible or seemingly correct but which, in fact, are untrue, factually incorrect or made up) and as such:

(A) you assume full responsibility for any errors, omissions, or legal consequences arising out or in connection with your use of any AI, AI Systems, AI Inputs and AI Outputs; and

(B) you release us from any against any claims in connection with your use of any AI, AI Systems, AI Inputs and AI Outputs; and

(vi) you indemnify us against all costs, liabilities and expenses (including accounting for lost profits) that we may suffer or incur as a result of your use of any AI, AI Systems, AI Inputs and AI Outputs.

13. Miscellaneous

(a) Each party will, at all times, act in accordance with applicable laws, rules, regulations, export controls and economic sanctions that apply to it in connection with this Agreement.

(b) A right relating to this Agreement may only be waived by a written notice signed by the party waiving the right. A single or partial exercise or waiver by a party of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right.

(c) You must not assign or sublicense your rights under this Agreement. We may assign our rights and obligations under this Agreement or subcontract any of our obligations under this Agreement, without notice to you.

(d) If any provision of this Agreement is or becomes illegal, invalid or unenforceable (Ineffective), it will be read down to the extent necessary to ensure that it is not Ineffective. If the offending provision cannot be so read down, it will be severed. In any event, the remainder of this Agreement will be construed so as to ensure that it remains effective to the greatest extent possible.

(e) Except as expressly stated otherwise in this Agreement, the rights of a party under this Agreement are cumulative and are in addition to any other rights of that party.

(f) This Agreement contains the entire understanding between the parties as to the subject matter contained in it. All previous agreements, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this Agreement and have no effect.

(g) No party to this Agreement has the power to obligate or bind any other party. Nothing in this Agreement will be construed or deemed to constitute a partnership, joint venture or employee, employer or representative relationship between any of the parties. Nothing in this Agreement will be deemed to authorise or empower any of the parties to act as agent for or with any other party. Nothing in this Agreement will be construed or deemed as the provision of financial advice.

(h) We will have no liability under this Agreement to you or your Personnel or any other person if we are prevented from or delayed in performing our obligations by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications or hosting network, act of God, war, riot, pandemic, epidemic, mandatory government shutdown or lockdown, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors (including third party providers). We will not be liable to you if you suffer any loss or damage if the Platform is unavailable because of scheduled and emergency repairs, updates, or maintenance.

(i) You accept that communications with us will be mainly electronic. In particular:

(i) we will contact you by email or provide you with information by posting notices on our website or online platform;

(ii) you acknowledge that all contracts and notices we may provide electronically comply, and all information and other communication we may provide electronically complies, with any legal requirements that such items be in writing; and

(iii) notice of electronic communications will be deemed to be received and properly served immediately when posted on our website or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in your Account.

(j) Each party acknowledges and agrees to the signing of this Agreement by electronic means. The parties agree to be legally bound by this Agreement signed in this way. This Agreement constitutes an original document in an electronic format and will have the same legal effect, validity and enforceability as a signature affixed by hand.

(k) You will do all things necessary to give full effect to this Agreement and any transactions contemplated by this Agreement.

(l) The parties to this Agreement must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute under or relating to this Agreement to a nominated representative of each party to endeavour to resolve the dispute within 30 days from the date of referral. If the dispute is not resolved within this period, then either party may initiate court proceedings. Notwithstanding the existence of a dispute, and subject to the other terms of this Agreement, each party must continue to perform its obligations.

(m) The Agreement is governed by and is to be construed in accordance with the Laws of the State of Victoria, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria, Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

14. Definitions

In these Terms & Conditions:

(a) Access Method means the method by which you are permitted to access Licensed Materials, as determined by the relevant Products & Services you have purchased / subscribed for in the applicable Order. Access Methods include downloading a data file or report made available by us to you or online access via logging in to your Account during the permitted Access Period.

(b) Account means the account, that is issued by us on a user-by-user basis, to the individual permitted to access our Platform (whether that account is issued to the individual in their personal capacity or in their capacity as the Personnel of the entity on behalf of which this Agreement is accepted).

(d) Access Period means the period during which you are permitted to:

(i) use your Subscription to access Licensed Materials; or

(ii) access and/or download Licensed Materials.

(e) ACL means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

(f) Agreement has the meaning given to the term in the first paragraph immediately under the title of this document.

(g) AI Inputs means any material that is used or ingested by or inputted into an AI System to calculate a predicted output or inference (including for the purposes of developing, training or finetuning an AI System), and includes any prompts, queries, inputs, or instructions or other textual, visual, audio, or structured data that is provided or entered by a user of the AI System.

(h) AI System means a system that implements, relies upon, deploys or includes one or more AI components or processes.

(i) AI Outputs means data produced by and resulting from your use of an AI System (including developing, training or finetuning an AI System) in connection with the Platform or the underlying information in the Platform (including, for the avoidance of doubt, underlying information in the Licensed Materials).

(j) Confidential Information means any or all information of Kenex or any of our Related Bodies Corporate that has either been specifically marked or disclosed as confidential or which by its nature a person ought reasonably consider to be confidential, including the Licensed Materials (and their aggregation, compilation, structure, arrangement and content, the manner of their creation and the manner of their maintenance).

(k) Corporations Act means the Corporations Act 2001 (Cth).

(l) Fees means the fee(s) set out in the applicable Order payable by you in connection with our Products & Services (including any one-off fees and ongoing Subscription Fees).

(m) GST means the goods and services tax imposed by or through the GST Legislation.

(n) GST Amount means the amount of GST payable in respect of any taxable supply under the Agreement, calculated at the rate if GST applicable at the relevant time.

(o) GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 (Cth)

(p) Initial Term has the meaning given to the term in sub-clause 2(a)(i).

(q) Intellectual Property means all intellectual and industrial proprietary rights of whatever nature anywhere in the world (registered or unregistered) including copyright (including in compilations of data or datasets), design rights, know-how, trade secrets, technology, systems, methods, expertise, patents, data base rights, trade marks and trade names.

(r) Internal AI System means an AI System that is operated by you, self-hosted within your own secure private infrastructure and pre-approved in writing by us.

(s) Kenex or we or us or our (or other derivatives) means Kenex Pty Ltd (ACN 619 978 497).

(t) Licensed Materials means our database, datasets, reports and information provided as part of our Products & Services, and any and all updates, modifications, downloads, print-outs, copies, reports, other derivatives of, and/or other materials generated from, them.

(u) Order means our online form that you accept when you make a purchase or order, or sign up, for the relevant Products & Services (including by way of a Subscription).

(v) Permitted Purpose means the use of the Platform and the Products & Services (including any Licensed Materials and the information within them) by you solely for your own internal business purposes and solely in the ordinary course of your business, subject always to the limitations and restrictions set out in sub-clause 3(a) and clause 4 and the other limitations in these Terms & Conditions.

(w) Personal Information has the meaning given to that term in the Privacy Laws.

(x) Personnel means, in relation to a party, that party’s officers, directors, employees, contractors and agents.

(y) Platform means our online platform accessible through www.minervue.com as well as any Products & Services within, or accessible through, the same.

(z) Privacy Laws means the Australian Privacy Act 1988 (Cth).

(aa) Products & Services means the products and services available on our Platform, including (as applicable) KenexVue and MinerVue as well as any Licensed Materials or Subscriptions.

(bb) Related Bodies Corporate has the meaning given to the term in the Corporations Act.

(cc) Renewal Term has the meaning given to the term in sub-clause 2(a)(i).

(dd) Subscription means the non-exclusive, non-sublicensable, non-transferrable, revocable, limited right to access and use particular Licensed Materials or Products & Services during the Subscription Term.

(ee) Subscription Fee means the annual / periodic fee for a Subscription as set out in your Order, or otherwise published on our Website (refer www.minervue.com/pricing).

(ff) Subscription Term means the Initial Term and any Renewal Terms.

(gg) Third Party Materials means all materials and information created by, or belonging to, third parties contained within or accessible or referred to in the Platform, and the underlying third party information sources accessible from our Products & Services (e.g. by means of a link, web address or other reference).

(hh) Website means www.minervue.com (including where there will be links to these T&Cs and Privacy Policy).

(ii) You or your (or other derivatives) means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement on their own behalf, each as identified in the Order (as explained in sub-clause 1(c)).