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MAJYKRI – TERMS OF SERVICE

These Terms of Service (“Terms”) govern your access to and use of the Majykri Impact Mapping Tool (the “Services”) provided by Majykri Pty Ltd (ACN 684 883 814) (“we”, “us” or “our”). By creating an account, purchasing credits, or otherwise using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

1. Purchasing Credits 
1.1 The Services may be provided on a subscription model or credit-based model. Where these Terms refer to a subscription or credits, the references apply depending on which option you have selected for your Account.

1.2 Credit Model:

  1. Provided you have an active Majykri account, you may purchase credits from time to time, which will entitle you to access and use the Services in accordance with your current credit balance.
  2. Unless otherwise stated, all credits expire [12 months] after the date of purchase and are non-transferable. Unused credits cannot be reinstated once expired.
  3. Credits are non-refundable, except for your rights to cancel as detailed in section 15of these Terms.

2. Pricing and Payment

2.1 Pricing for the Services is detailed at www.majykri.com/pricing. We may make changes to our pricing from time to time without notice to you, but changes will not affect your existing subscription (if applicable) or any credits you have already purchased.

2.2 Payment for the Services is to be made by direct debit, credit card or another payment method agreed by us.

2.3 Unless stated otherwise, our listed prices exclude applicable sales taxes, which are payable in addition.

3. Your account

3.1 To access the Services, you must create an account (‘Account’). Your Account is personal to you, and you are responsible for all activities that occur under your Account.

3.2 You agree that you will:

  1. use the Services strictly in accordance with these Terms;
  2. ensure all information provided in relation to your Account is accurate and complete;
  3. not allow others to use your Account;
  4. keep all Account and login details secure and confidential; and
  5. immediately notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or use of any login details linked to your Account.

3.3 We can suspend access to your Account if we reasonably believe there has been any unauthorised use of the Services or another breach of these Terms. If this happens, we will notify you about the suspension occurring and work with you to resolve the matter.

3.4 A Manager Account allows the entity that registered the account (the Manager) to create subaccounts for other users and share credits with such accounts through the Manager Dashboard. In these Terms ‘Authorised User’ means all employees, agents, independent contractors and others which the Manager authorises to use the Services through the Manager Account.

3.5 The Manager may allocate purchased credits to Authorised Users. All usage by Authorised Users will be deducted from the Manager Account’s available credit balance. Credits are shared from a single pool and may not be reassigned or transferred to any third party or external account.

3.6 If you have a Manager Account, you agree that you will:

  1. make sure that each Authorised User complies with these Terms, any End User Usage Terms applicable to the Services and all other reasonable conditions notified by us to you;
  2. not allow a user account to be used by more than one Authorised User at one time; and
  3. be responsible to us for all activity conducted under the Manager Account and by all your Authorised Users, including if any of your Authorised Users breach these Terms.

4. Your Data

4.1 In these Terms:

  1. ‘Your Data’ means all the documents, materials, information and data in whatever form provided by you or your Authorised Users or another party on your behalf in connection with your Account and your use of the Services;
  2. ‘Personal Information’ means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not and whether recorded in a material form or not; and
  3. ‘Providing’ includes all forms of supply, publication and distribution of Your Data in connection with the Services including when you input data, materials and information into the Majykri cloud-based platform.

4.2 As between us, you retain all rights, title and interest (including all intellectual property rights) in and to Your Data. Nothing in these Terms transfers ownership of Your Data to us. Unless expressly agreed otherwise, we are only allowed to access and use Your Data to provide you with the Services and fulfil our obligations under these Terms.

4.3 You agree that you are responsible and liable for the legality, reliability, integrity, completeness, accuracy and quality of Your Data.

4.4 You acknowledge that we will need to process Your Data in order to provide you with the Services. By providing Your Data to us, you give permission for us to make reasonable use of Your Data solely for the purpose of providing you, and your Authorised Users, with the Services.

4.5 You agree that we may create anonymised statistical data, results, analysis and/or other aggregated data (together Insights) relating to your use of our Services, which we will own, and that we can use the Insights for our purposes such as to provide our Services, develop new services or products and for other commercial purposes.

4.6 You warrant that you are the owner or authorised licensee of all the Intellectual Property Rights in Your Data and you have all the rights, consents, licences and authorisations necessary for you to provide Your Data in connection with the Services and to grant the licence to us.

4.7 You will indemnify us on demand against all costs, damages, losses and fees incurred by us in connection with any allegation that our processing of Your Data in accordance with these Terms constitutes an infringement of a third party’s Intellectual Property Rights, rights of privacy or confidentiality.

4.8 You and we shall keep confidential all information disclosed by the other party that is marked as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Each of us will use the other party’s Confidential Information solely for the purpose of performing its obligations under these Terms and will not disclose it to any third party except to its personnel, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less stringent than those set out in these Terms, or as required by law. These obligations do not apply to information that is or becomes publicly available (other than through a breach of these Terms), was lawfully known to the receiving party before disclosure, is independently developed, or is rightfully received from a third party without restriction. Each of us will take reasonable steps to protect the other’s Confidential Information and will promptly notify the other on becoming aware of any unauthorised use or disclosure.

5. Our Services

5.1 Details of our Services are provided at majykri.com/about/.

5.2 When you have a valid subscription or redeem a credit we will provide you with the Services, provided you comply with your obligations under these Terms.

5.3 When we provide you with any Services we will:

  1. comply with all applicable laws and regulations with respect to our provision of the Services; and
  2. have and maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.

5.4 We will, as part of the Services and at no additional cost to you, provide reasonable support to help You use the Services, including access to documentation and email-based help [during business hours]. Support doesn’t include training, customisation, or help with issues caused by third-party providers, unless agreed otherwise.

5.5 We provide the Services on an ‘as available’ basis. We generally aim to make the Services available 24 hours a day, seven days a week, but from time to time our Services may be offline such as due to maintenance or for other reasons.

5.6 We do not promise:

  1. that your use of the Services will be uninterrupted;
  2. that the Services are free from errors;
  3. that the Services and/or the information obtained by you through the Services will meet your requirements;
  4. that the Services will be free from vulnerabilities or viruses.

5.7 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.8 To the fullest extent permitted by law, we exclude all warranties, express or implied.

5.9 We may from time to time engage third parties to perform parts of the Services, which may include the processing of Your Data. We are responsible for:

  1. ensuring these parties have obligations relating to confidentiality and privacy equivalent to those set out in these Terms; and
  2. the acts and omissions of these parties as if they were our own.

6. AI Features

6.1 Certain features within the Services use machine learning technologies and generative AI (‘AI Features’). Use of the AI Features is subject to these Terms.

6.2 You acknowledge that any content generated by the Services (‘Generated Content’) may be generated using AI Features and be based on Your Data for which we are not responsible and which may be incomplete, inaccurate, incorrect or defective in another way.

6.3 You acknowledge and accept that:

  1. AI Features use models to generate predictions or recommendations and can make mistakes and produce inappropriate or inaccurate content;
  2. All Generated Content should be manually checked by you for accuracy and suitability;
  3. any Generated Content is provided for information purposes only and with no assurance or warranty as to the reliability or accuracy of the outputs or the suitability or sufficiency of them for your intended purpose;
  4. we have no liability to you for any loss, expenses, claims or other damage arising due to you relying on the Generated Content for any purpose; and
  5. except as expressly and specifically provided in these Terms, you assume sole responsibility for results obtained from the use of the Services by you and for conclusions drawn from such use.

7۔ Restrictions on use

7.1 You shall not:

  1. attempt to view, access or copy any material or data other than that which you are authorised to access;
  2. use the Services to provide services to third parties;
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party (except the Authorised Users, if you hold a Manager Account);
  4. infringe our Intellectual Property Rights or of the rights of any third party;
  5. alter, copy, adapt, duplicate, frame, mirror or reverse compile any part of the Services by any means;
  6. use the Services to build a product, service or platform which competes with the Services;
  7. access, store, distribute or transmit any material during the course of your use of the Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; breaches any third party right (including intellectual property and privacy rights) or is otherwise illegal or causes damage or injury to any person or property;
  8. engage in illegal behaviour in connection with your use of the Services including but not limited to any unauthorised access or use of data, systems or networks, interference with other uses and use of accounts without authorisation; or
  9. introduce or permit the introduction of, any virus or vulnerability into the Services or our network and information systems.

7.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

8. Third party providers

8.1 You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk.

8.2 We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.

8.3 We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

9. Changes to our Services

9.1 We may make changes to the Services (Modifications) from time to time at our sole discretion such as to improve and update the Services, add functionality, resolve issues and to ensure that the Services are kept up to date with changes in mandatory applicable law. Modifications may include changes to the functionality and other key elements of the Services.

9.2 If a Modification will have a material ongoing impact on the functionality of the Services and such impact will be to your detriment, you have the right to deactivate your Account and receive a refund for any unused credits.

10. Backup and storage

10.1 We will follow our backup procedures for Your Data as set out in our Backup Policy, as updated by us from time to time. If there is any loss or damage to Your Data howsoever caused, your sole and exclusive remedy against us shall be for us to use reasonable endeavours to restore the lost or damaged Your Data from the latest back-up of such Your Data maintained by us.

10.2 We are not responsible for any loss, destruction, alteration or disclosure of Your Data caused by you or by any third party.

10.3 We are not obliged to provide you with a copy of the Your Data when you deactivate your Account or at any other time. You should ensure that you regularly download and backup your Data, including prior to the date of termination or expiry.

10.4 Our Services include the provision of cloud-based storage of Your Data associated with your subscription up to a fair use threshold. ‘Fair use’ means reasonable and normal use of the Services proportionate to the nature of your subscription and the Fees. If we, acting reasonably, identify that your use of Services is not in line with fair use policy, without affecting any of our other rights or remedies, we may charge you excess data storage fees.

11. Privacy and Security

11.1 To the extent Your Data includes any personal information, you agree to comply with applicable privacy laws in relation to such personal information, including by providing all information, obtaining all consents and giving all notices (or ensuring that such information, notices and consents have been given or provided) required pursuant to the applicable privacy laws.

11.2 To the extent that we collect, hold, use or disclose any Personal Information in connection with these Terms, we will handle such Personal Information only in accordance with our privacy policy [add link].

11.3 We will use commercially reasonable technical, physical and organisational security measures to protect against loss, misuse, unauthorised access and disclosure of Your Data.

12. Our Intellectual Property

12.1 In these Terms, ‘Intellectual Property Rights’ means all present and future intellectual property rights throughout the world, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application, but does not include moral rights.

12.2 As between us you acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services including all outputs in whatever form. Except as expressly stated herein, these Terms do not grant you any rights or licences in respect of the Services.

12.3 Solely to the extent necessary for you to use the Services, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use our Intellectual Property Rights in the Services.

12.4 You further agree that we may freely use and incorporate any ideas, comments, enhancements, corrections, suggestions and other feedback you make relating to the Services (Feedback) and such Feedback will be deemed to form part of our Intellectual Property Rights in the Services.

13. Publicity

Unless you let us know otherwise, you agree that we can mention You as a customer and use your name and logo on our website and in our marketing materials. We’ll always use your branding respectfully and follow any reasonable brand guidelines you give us, and you can withdraw your consent at any time by notifying us in writing.

14. Liability

14.2 Nothing in these Terms limits or excludes:

  1. our liability for death or personal injury caused by our negligence;
  2. our liability for fraud or fraudulent misrepresentation;
  3. our liability where liability cannot be limited or excluded by applicable law; and
  4. any non-excludable warranties, guarantees or other rights provided by law and which apply to you.

14.2 Except as expressly and specifically provided in these Terms:

  1. you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in Your Data, information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
  3. the Services are provided to you on an “as is” basis.

14.3 Subject to clause 1, we have no liability to you for any: (i) any loss of profits, loss of business, wasted expenditure, depletion of goodwill, and similar losses; and (ii) any special, indirect or consequential loss, costs, damages, charges or expenses.

14.5 Subject to clause 1, our total aggregate liability to you in connection with these Terms and the Services for all claims arising in each 12 month period is capped at the price of your subscription or the total value of all credits purchased by you (whichever applies to You), in that 12 month period.

14.5 References to liability in this clause include every kind of liability arising under or in connection with these Terms and the Services including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise and including liability under any indemnity.

15. Termination

15.1 Cooling off right

You have the right cancel your subscription and/or credits and obtain a refund within fourteen (14) days after your purchase.  If you wish to receive a refund before the 14-day period is over, please contact us at info@majykri.com. Please note your right to a refund is immediately revoked if You use our Services during the 14 day period.  After 14 days from purchase/activation, You may cancel your subscription as described below but You will not receive a refund.

15.2 Your right to terminate your subscription:

You can cancel your subscription at any time by giving us notice through your account settings or by contacting us at the above email address. If You cancel, your subscription will end at the end of your current billing period, and you won’t be charged again. This doesn’t affect any rights You have under consumer laws.

15.3 Your right to cancel your purchase of Credits:

Aside from the cooling off right outlined above, your purchase of credits is non-refundable. This doesn’t affect any rights You have under consumer laws.

15.4 Our rights to terminate: We may terminate the Services and/or deactivate your Account with immediate effect at any time if:

  1. you (or one of your Authorised Users) commits a material breach of these Terms and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so;
  2. we have cause to believe you (or one of your Authorised Users) have infringed or intend to infringe our Intellectual Property Rights or those of a third party or have assisted a third party to do so;
  3. you (or one of your Authorised Users) are in breach of the restrictions set out in these Terms.

15.5 Consequences of termination of the Services: On termination of the Services for any reason:

  1. you and all your Authorised Users must immediately cease all use of the Services and all licences granted to you and your Authorised Users under these Terms shall immediately terminate;
  2. you and all your Authorised Users must promptly destroy, delete or otherwise dispose of all copies of our confidential information in your possession, custody or control, and certify to us that you have done so;
  3. we may retain a copy of Your Data to the extent required by law or as otherwise authorised under these Terms; and
  4. clauses which, by their nature, are intended to survive termination continue in force.

15.6 Termination of the Services for any reason does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

16. Changes to these Terms

16.1 We may make changes to these Terms from time to time to reflect changes to our Services, applicable laws or for other reasons. If we make major changes, we will notify you by email or through our website. 

16.2 Your continued use of the Services after the date of the updated Terms will amount to acceptance of our updated Terms. If you do not agree to the updated Terms, you must stop using the Services and can request a refund of any unexpired subscription period and/or unused credits.

17. General

17.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party: promptly notifies the other party in writing and provides full information about the Force Majeure; uses best efforts to overcome the Force Majeure; and continues to perform its obligations to the extent practicable.

17.2 No person other than us and you has any right to a benefit under, or to enforce, these Terms.

17.3 Any illegality, unenforceability or invalidity of a provision of these Terms does not affect the legality, enforceability or validity of the remaining provisions of these Terms.

17.4 There Terms constitute the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to the Services.

17.5 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.6 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms.

17.7 The laws that apply to these Terms will be the laws of the place where you are located when you accept these terms. If you’re in the United Kingdom, these Terms are governed by the laws of England and Wales. If you’re in Australia, the laws of your state or territory apply. You and we agree to submit to the non-exclusive jurisdiction of the courts in that place.