Terms of Service

Introduction

Please read the below Terms of Service and any other relevant documents comprising the Agreement carefully. They govern your commercial relationship with us and set out legally binding provisions which regulate access to and use of our Services.

Welcome to Unlost, an AI-powered mindset app owned and operated by Apply Innovations Pty Limited ("we", "us", or "our") which provides cloud-based solutions for AI-driven coaching, goal tracking, and personalized insights on our web and mobile platform pursuant to these terms of service (these "General Terms").

When you register a User Account, or access or use the Service, you enter into a legally binding contract ("Agreement") between us and you ("you" or "your") or the company, partnership, association, or other legal entity you represent ("Legal Entity") in respect of your use of the Service, to which these General Terms apply.

1. How to read these General Terms

1.1 Terms in bold or defined in clause 1.5 below, have specific meanings given to them in these General Terms.

1.2 Headings may assist you, but they are for reference only and are not binding.

1.3 These General Terms contain hyperlinks which may take you to additional documents or webpages that you should also read, including our Privacy Policy (https://unlost.ai/privacy-policy);

1.4 In this Agreement, (i) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (ii) a reference to "party" is to you or us as the context dictates and a reference to "parties" is to both you and us; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (iv) unless the context otherwise requires, references in these General Terms to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and (v) these General Terms are to be construed without regard to any presumption or rule requiring construction or interpretation against the party who drafted a provision or caused a provision to be drafted.

1.5 Definitions

1 Abusive Conduct includes:

(a) unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
(b) granting logins or password information to any person or affiliate;
(c) monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
(d) any activity that interferes with the operation, security, or availability of the Services including, without limitation, flooding, deliberate attempts to overload a system, denial of service attacks and broadcast attacks;
(e) collecting or using personal information, email addresses, screen names or other identifiers without the valid consent of the person identified (including, without limitation, phishing, scamming, password theft, scraping, and data harvesting);
(f) collecting or using information, including location data, without the consent of the owner of the information;
(g) use of the Service to covertly gather information about a user or covertly transmits information about the user;
(h) any conduct that is likely to result in retaliation against us and/or a Legal Entity, or our/their employees, officers or other agents;
(i) any act that constitutes a misuse of a party's or any other person's confidential information or privacy; or
(j) devise any form of "work around" to the Service or attempt to run the Service on any unsupported platform.

2 App Store means the online sales and distribution platform operated by a third party being a means by which the User obtained the Mobile App.

3 App Store Terms and Conditions means the terms and conditions of the App Store that set out any rights and/or obligations of the User in relation to the Mobile App or other Service.

4 Apple means Apple, Inc. and its subsidiaries.

5 Applicable Laws means all applicable local, state and federal laws, including those with respect to:

(a) Export Laws;
(b) workplace monitoring laws and regulations;
(c) wiretapping and other communications secrecy laws;
(d) statutory and common law data privacy and information security requirements and protections;
(e) employment discrimination laws and regulations; and
(f) labour laws and regulations, including those governing the right to disconnect.

6 Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), and the Australian Consumer Law Regulations being as set out in Parts 6 and 7 of the Competition and Consumer Regulations 2010 (Cth).

7 Claim means a claim, occurrence, action, cause of action (whether at law or in equity), debt, damage, demand, offset, payment, royalty, cost, attorney fee, obligation of every kind and nature, right, liability, charge, expense, contract, promise, or agreement, any claim for contribution or indemnity, and any claim for Consequential Loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise, or other claim for incidental or consequential compensation, howsoever caused, regardless of the legal theory upon which it is based (e.g. in contract, tort, breach of statutory duty or common law cause of action), whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated, and Losses has a corresponding meaning.

8 Consequential Loss means any consequential, indirect, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of or unauthorised access to or alteration, deletion of, or failure to store, content or data, or for loss of or damage to goodwill, whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not, which you may directly or indirectly suffer in connection with the use of the Service or any linked website, even if advised of the possibility of such damages.

12 Export Laws means all applicable laws restricting and/or regulating:

(a) the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, Services, technology, technical know-how, data and/or information; and/or
(b) the import, export, supply, disclosure, transfer or transmission of goods, services, Services, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons.

13 Force Majeure Event means an event, or a series of related events, that is outside our reasonable control, including but not limited to failures of the internet or any public telecommunications network, satellite or hosting failures, cyberattacks (including denial of service attacks or the introduction of viruses or other Malicious Code), power outages, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

14 Google means Google LLC and its subsidiaries.

15 Indemnified Parties means each of our directors, officers, employees, personnel, agents, contractors.

16 Intellectual Property Rights or IP means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

17 Loss means any damage, loss, injury, cost, expense or liability of any kind suffered by the person concerned, including reasonable legal costs and disbursements, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and Losses has a corresponding meaning.

18 Malicious Code means:

(a) any code, program or sub-program whose purpose is to damage or interfere with the operation of the computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of software, code, a program or a sub-program, itself; or
(b) any device, method or token that permits any person to circumvent the normal security of the Services or the system containing the code or infiltrates a computer, system or Service without the prior consent or knowledge of the user, owner or licensee of such computer, system or Service; and including any virus, timebomb, software lock.

20 Mobile App means the mobile application with which a User accesses the Service.

21 Offensive Conduct includes conduct that:

(a) is defamatory or violates a person's privacy;
(b) creates an imminent risk to a person's safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;
(c) knowingly improperly exposes trade secrets or other confidential or proprietary information of another person;
(d) knowingly infringes on another person's Intellectual Property Rights;
(e) violates any Applicable Laws;
(f) is otherwise known to be illegal or solicits conduct that is known to be illegal under Applicable Laws; or
(g) is otherwise malicious, fraudulent or likely to result in retaliation against us.

22 Payment Method means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party such as an App Store.

23 Privacy Policy means the privacy policy located at https://unlost.ai/privacy-policy from time to time.

24 Renewal Date means the date on which your subscription renews which, unless otherwise amended by you, shall be immediately following expiry of each Subscription Term.

25 Service means the cloud-based applications, database, system, server software, all content, images, text, Source Code, and object code, to which access is provided to you when you subscribe for a subscription, including the Mobile App, the Web App, and the Website.

26 Source Code means, in respect of the Service, the Service's code in human-readable form or any part of the Service's code in human-readable form, including code compiled to create the Service or decompiled from the Service, but excluding interpreted code comprised in the Service.

27 Standard Plan means as described in clause 5.2.

28 Standard User means a User who accesses the Service under a Plan.

29 Stripe means Stripe, Inc.

30 Subscription Date means the date on which your Subscription Term begins, as adjusted to reflect any changes such as upgrades or downgrades to your subscription plan.

31 Subscription Fees means the fees and charges payable by you for access to and use of the Service during the Subscription Term, as specified at the time of subscription.

32 Subscription Term means:

(a) for Standard Users during the Free Beta - indefinite until the Free Beta ends;
(b) for all other Users - the period selected by you when you pay for a subscription.

33 Term means the period described in clause 2.

34 Unauthorised Use means any of the following:

(a) the sale, resale, renting, leasing, loan, supply, publication, distribution or redistribution of the Service;
(b) the alteration, editing or adaptation of the Service;
(c) the decompiling, de-obfuscating or reverse engineering, or attempt to decompile, de-obfuscate or reverse engineer, the Service;
(d) use of the Service in breach of an applicable Agreement and related policies;
(e) use of the Service in a manner which causes the Service to function in a degraded manner, or interference with use of the Service by other means or circumstances which may place us in potential or actual breach of any agreements with third parties or law;
(f) provision of access to the Service to parties who do not have valid authority to have access;
(g) allowing any Malicious Code to be transmitted or disseminated in or by the Service;
(h) creating a false identity or to otherwise misleading any person as to the identity, source or origin of any communications;
(i) copying, disclosing, publishing or otherwise making available to any third party, any compilation of data obtained through the use of the Service; and
(j) any activity which is fraudulent, harmful, a breach of applicable law, or illegal or in connection with any such activity.

35 Updates means hotfixes, patches, minor version upgrades, and or major version upgrades.

36 User means a person who has created a User Account and has been granted access to use the Service under a Plan.

37 User Account means an account which grants you access to our Service when you register with us.

38 User Account Data means all content and data uploaded or made available by you into the Service or otherwise provided to us under or in connection with this Agreement, including AI conversations, goal tracking data, and confidential information.

39 Vulnerability Testing includes attempting to probe, scan, penetrate or test the vulnerability of the Service or to breach our security or authentication measures, whether by passive or intrusive techniques, without our express written consent.

40 Web App means the web-based browser-supported application available at https://unlost.ai with which a User accesses the Service.

41 Website means https://unlost.ai/.

2. Eligibility

2.1 You may only access or use the Service if:

(a) you agree to these General Terms;
(b) you are at least 16 years of age; and
(c) you have the ability to enter into legally binding contracts.

2.2 If you are under sixteen (16) years of age, you are not permitted to register or use the Service under any circumstances.

2.3 If you are between sixteen (16) and seventeen (17) years of age (inclusive) ("Minor"), you may only use the Service:

(a) with the prior consent of your parent or legal guardian who are at least eighteen (18) years of age and have the legal capacity to bind you to this Agreement ("Guardian");
(b) if your Guardian agrees to be bound by this Agreement on your behalf in accordance with clause 2.4.

2.4 If you are a Guardian permitting a Minor to use the Service, you represent and warrant to us that:

(a) you are at least eighteen (18) years of age;
(b) you are the parent or legal guardian of the relevant Minor;
(c) you have the capacity to and accept these General Terms on the Minor's behalf;
(d) you guarantee the Minor's performance of all obligations herein (including any fees); and
(e) you acknowledge and understand that the relevant Minor's account is only a sub-account under this Agreement and that you remain liable for all actions taken by the Minor.

2.5 We reserve the right to terminate or suspend User Accounts that do not meet these eligibility requirements.

3. Term and contract formation

3.1 This Agreement is effective on the date that you first access or use the Term, or otherwise as terminated in accordance with clause 29.

3.2 You acknowledge and agree that by accessing or using the Service, including by clicking the electronic link indicating your agreement to be bound to this Agreement during registration for a User Account, you are consenting to the use of electronic records and signatures in connection with the use of our Services.

3.3 Notwithstanding and without affecting the validity of clause 3.2, should we require physical (wet) signature, you will accommodate such request.

4. App Stores

4.1 You acknowledge that, in addition to provisions of this Agreement, the App Store Terms and Conditions shall apply with respect to your use of the Mobile App.

4.2 In the event of any conflict between the provisions of this Agreement and the App Store Terms and Conditions, the provisions of this Agreement shall take precedence.

4.3 Those provisions of the App Store Terms and Conditions that impose obligations and/or liabilities on you in relation to the Mobile App are hereby incorporated into this Agreement for our benefit, and as such shall be enforceable by us against you.

4.4 You acknowledge that the operator of the App Store has rights under the App Store Terms and Conditions which may affect the exercise of your rights under this Agreement. Subject to clause 28.1, we will not be in breach of this Agreement as a result of, and will not be liable to you in respect of any loss or damage arising out of, the App Store operator's exercise of its rights under the App Store Terms and Conditions.

4.5 Where you downloaded the Mobile App from Apple's App Store, then:

(a) in the event of any failure of the Mobile App to confirm to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Mobile App;
(b) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Mobile App other than in clause 4.5(a); and
(c) you acknowledge that Apple has no obligation to furnish any maintenance or support services in connection with the Mobile App.

5. Your subscription

5.1 We offer subscriptions under a Plan. You can learn more about our subscription plans at https://unlost.ai/pricing. We reserve the right to change our pricing and subscription offerings at any time. Changes to pricing will not apply to you until your next Renewal Date.

5.2 A Standard Plan means any subscription plan we offer to Standard Users, featuring a single User Account. The Standard Plan includes the following tiers:

(a) Free Beta a no-cost tier subject to availability and duration as we determine;
(b) Paid Tier a paid subscription tier permitting use by one Standard User, with monthly or annual payment options.

5.4 Unless otherwise expressly stated to include taxes, all Subscription Fees exclude VAT, GST and any other applicable taxes, duties and charges, at the applicable rate due from time to time.

5.5 Each subscription will commence on the Subscription Date and will continue for the Subscription Term. Each subscription will be renewed automatically for successive periods of the same length as the then-current Subscription Term, until terminated in accordance with clause 29.

5.6 You can change your Subscription Term or move to a different subscription tier under a Standard Plan at any time. All payments are collected upfront. If you upgrade your subscription tier, the change will take effect immediately, and you will not receive a refund or credit for any unused portion of the previous subscription. If you downgrade your subscription or change the Subscription Term, the change will take effect at the end of your then-current Subscription Term.

5.7 In addition to our termination rights in clause 29, if you fail to pay any Subscription Fees on or before any Renewal Date, we may, with immediate effect, downgrade your subscription to the Free Beta (if available) or terminate it.

6. Billing

6.1 Unless you cancel your subscription before your Renewal Date, you authorise us to charge the Subscription Fee for your next Subscription Term to your Payment Method.

6.2 The Subscription Fee for the Service and any other charges you may incur in connection with your use of the Service, such as taxes and possible transaction fees, will be charged to your Payment Method on the Subscription Date, and thereafter on each Renewal Date. In some cases, the payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan, or if your subscription began on a day not contained in a given month.

7. Payment Methods

7.1 To use the Service, you must provide one or more Payment Methods.

7.2 You authorise us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your Subscription Fee. You remain responsible for any uncollected amounts.

7.3 If payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your subscription, we may suspend your access to the Service until we have successfully charged a valid Payment Method.

7.4 The prices for our subscriptions may vary depending on the Payment Method you choose. We do not guarantee the price you pay using one Payment Method will be the same as the price for another Payment Method. Differences may reflect transaction fees, processing costs, or special promotions tied to specific Payment Methods.

7.5 For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.

7.6 You can update your Payment Methods any time. Following any update, you authorise us to continue to charge the applicable Payment Method(s).

7.7 You warrant that the details provided by you regarding your Payment Method (including credit card details) are your own, or that you have permission from the owner for the payment of all Subscription Fees and other charges payable by you to be paid using that Payment Method.

8. Managing your subscription

8.1 This clause applies if you purchased your subscription through an App Store. Please refer to their terms and conditions or guidelines for information about managing your subscription. This might include the following guidelines:

(a) for the Google Play Store https://support.google.com/googleplay/answer/7018481; and
(b) for Apple App Store https://support.apple.com/en-au/guide/iphone/iph4e3e7324f/ios.

8.2 We cannot process or guarantee any refunds for any subscriptions purchased via an App Store. All such refunds are at the sole discretion of the relevant App Store, subject to Applicable Laws.

8.3 We do not have the ability to cancel or terminate your subscription on your behalf if it was purchased via an App Store. To avoid automatic renewal, you must cancel the subscription directly in your App Store settings at least 24 hours before the next Renewal Date (or as otherwise prescribed by the relevant App Store).

9.6 Subscription Fees are non-refundable except as expressly set forth in writing by us.

10. Legal Entity

10.1 If you sign up for the Service under the direction of or on behalf of a Legal Entity:

(a) you represent and warrant to us that you are an authorised representative of the Legal Entity with authority to bind the Legal Entity to these General Terms and to use the Service on its behalf;
(b) you must ensure that each person who is authorised by the Legal Entity to access the Service, or otherwise accesses the Service in connection with the Legal Entity's business, has their own User Account and that they do not share their account credentials with anyone else;
(c) if the Legal Entity on whose behalf you are acting does not agree to be bound by these General Terms, you are not authorised to enter into agreements on behalf of such company or other legal entity, you may not register for the Service or access or use the Service on behalf of that Legal Entity;
(d) other than in respect of paragraphs 10.1(a), 10.1(b), and 10.1(c) above, references to "you" and "your" in these General Terms refer to both the User and, where context permits, their associated Legal Entity.

11. Safety

11.1 You acknowledge and agree that you will only use the Services when it is safe to do so.

11.2 To the extent not prohibited by Applicable Law, in no event will we be liable to you or any third-party for any liabilities or damages, including without limitation liability or damages for any personal injury, death or damage to personal property, arising from or related to your use of the services in a negligent or unsafe manner.

12. Limited license to use

12.1 Subject to your compliance with the provisions of this Agreement, we hereby grant you, a personal, revocable, non-exclusive, royalty-free, non-transferrable, licence without any right to sub-license, to use the Service while you have a valid and active User Account during the Subscription Term, subject to the limitations and prohibitions set out and referred to in this clause 12.

12.3 You shall not use or access the Service:

(a) for any Unauthorised Use or Vulnerability Testing;
(b) in a manner that constitutes Abusive Conduct or Offensive Conduct;
(c) in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services;
(d) to share your User Account credentials with others, misuse AI features for harmful, nefarious, or illegal purposes, violate Applicable Laws, or engage in hacking or trickery without our explicit written consent.

13. Intellectual Property Rights

13.1 Nothing in this Agreement shall give to you or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

13.2 Nothing in this Agreement shall operate to assign or transfer any IP from us to you.

13.3 As between you and us, we own all Intellectual Property Rights in the Service, including any modifications or enhancements thereof.

13.4 You acknowledge and agree that you have no rights in the Service or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these General Terms.

13.5 You must not take any step to invalidate or prejudice our (or our licensors') Intellectual Property Rights in the Service or in any other Intellectual Property Rights owned by us.

13.6 You agree that any Intellectual Property Rights in any comments that you may provide to us in connection with the Service, or requests for new Service features (each an "Improvement Suggestion") become our sole and exclusive property immediately upon you providing that Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in any such Improvement Suggestion to us, effective as soon as you provide each Improvement Suggestion to us, pursuant to laws regarding prospective ownership of copyright and in equity.

13.7 You consent to the infringement by us and any third-party we authorise, of all moral rights you may have in any Improvement Suggestions.

14. Copyright

14.1 You must not use the Service to download, publish, distribute or otherwise copy in any manner any text, music, art, image, any part of the Service, or other work protected by copyright law, unless:

(a) you have been expressly authorised by the owner of the copyright for the work to copy the work in that manner; or
(b) you are otherwise permitted by established Australian and United States copyright law to copy the work in that manner; or
(c) you come within the DMCA "safe harbor" under United States copyright law.

14.2 It is our policy to terminate in appropriate circumstances the Services of Users who are repeat infringers.

14.3 If you believe in good faith that any content on the Services infringes your copyright, you (or your agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the Digital Millennium Copyright Act ("DMCA") (see: www.loc.gov/copyright for details). Notices and counter-notices should be sent to: legal@unlost.ai.

15. User login and access credentials

15.1 Where you are provided with a user identification code, password or any other piece of information as part of our security procedures (whether by us or our third party licensors), you must treat such information as confidential. You must not share these credentials with any other person.

15.2 Your User Account is personal to you, and cannot be shared or transferred. You must immediately notify us if you become aware of any unauthorised use of your User Account.

15.3 If any of your contact details or other information which you have provided during the registration process changes, you must promptly update these details in your User Account with your up-to-date details and information.

15.4 We have the right to cancel and disable any User Account, without notice, if in our reasonable opinion, you have failed to comply with any provision of this Agreement.

15.5 In the event of the cancellation or disabling of a User Account in accordance with clause 15.4, you may not object or seek to circumvent such restriction. You shall not access the Service, whether under your original User Account or by creating a new User Account, unless we lift such restriction.

16. Privacy

16.1 By using the Service, you acknowledge and agree to our collection, use, storage and deletion of your personal information in accordance with our Privacy Policy, as amended from time to time. The Privacy Policy forms part of this Agreement.

16.2 We agree to comply with all applicable data protection and privacy laws in any applicable jurisdiction. You must also comply with all applicable data protection, privacy and anti-spam laws in any applicable jurisdiction.

16.3 You agree to ensure that you have a lawful basis for providing us with any personal information of individuals, including where necessary obtaining their consent, so that we may collect, use, process, and disclose such information in accordance with our Privacy Policy.

16.4 You acknowledge that data protection and privacy laws vary by jurisdiction and may be influenced by the country or region in which you (and, where you are a Workspace Owner, the Users in your Workspace) are located, or by the location of the data centres through which you (and, where you are a Workspace Owner, the Users in your Workspace) access or store personal information. You are solely responsible for complying with your obligations under applicable data protection and privacy laws, including (without limitation):

(a) any obligations to respond to requests from individuals to access, correct, delete, or otherwise exercise rights in respect of their personal information; and
(b) where such laws require notice, consent, cross-border transfer mechanisms, or additional data subject rights.

16.5 You acknowledge that the Services may involve the storage and processing of personal information in data centres located in Australia, the United States, or other jurisdictions as set out in our Privacy Policy. We will take reasonable steps to ensure that any such transfers are conducted in accordance with applicable privacy laws and our Privacy Policy.

17. Workplace Monitoring

17.1 The Service may use your device's location or other data to provide features such as personalized insights. This data may be collected even when the app is running in the background, subject to your device settings. You consent to the collection, use and processing of your User Account Data, including location data, as described in this Agreement and our Privacy Policy.

17.2 If you are a Standard User or otherwise use a shared Workspace, you acknowledge and agree that:

(a) your User Account Data which you share or upload into such shared Workspace may be made available to the Workspace Owner (who in some cases may be your employer, or their authorised representative) and other Users in that Workspace;
(b) you consent to the collection, use, and sharing of your User Account Data, such as your location data, for those purposes.

employee or contractor activity, you acknowledge and agree that:

(a) you are responsible for ensuring that your use of the Services, including the collection and processing of User Account Data, such as location and activity data, is lawful, authorised, and limited to legitimate and lawful business purposes;
(b) where required by Applicable Laws, including but not limited to those related to workplace surveillance, you confirm that you:

(i) have provided lawful notice to affected individuals;
(ii) are authorising us to provide such notice on your behalf via in-app disclosure;
(iii) will not enable or request surveillance in any unlawful or covert manner; and
(iv) will not access or use tracking features outside of the relevant employee's working hours, unless the tracking occurs via employer-provided devices and where such use complies with Applicable Laws; and

(c) workplace-related privacy, surveillance, and employment laws may vary by jurisdiction, and may be influenced by the region in which Users are located or the data centre used to access or store data. It is your sole responsibility to ensure that your use of the Services, and your associated Users' use of the Services, including any monitoring or data handling activities, complies with Applicable Laws.

18. User Account Data

18.1 You hereby grant to us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Account Data to the extent reasonably required for the performance of our obligations and the exercise of our rights under this Agreement. You also grant to us the right to sub-license these rights to our hosting, analytics, connectivity, telecommunications and other third party service providers.

18.2 You warrant to us that the User Account Data does not and will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

18.3 You warrant that with respect to any User Account Data you provide to us or are collected by us at any time, you are fully entitled to do so, or authorise others to do so, and our collection, use, storage, and/or disclosure thereof in the course of providing the Service will not breach any Applicable Laws or right of any person.

18.4 Subject to clause 18.5, you are solely responsible for the accuracy, legality, quality, and management of your User Account Data and for obtaining any permissions, licenses, rights, and authorisations necessary to use, host, transmit, store, and disclose your User Account Data in connection with the provision of the Service.

18.5 Where you are a Legal Entity, you also acknowledge that:

(a) your associated Users are solely responsible for the accuracy, legality, quality, and management of their User Account Data;
(b) you are responsible for the legality of the collection of and your access to such User Account Data, and for obtaining any permissions, licenses, rights, and authorisations necessary to use, host, transmit, store, and disclose such User Account Data in connection with the provision of the Service.

18.6 You are solely responsible for backing up and archiving all User Account Data and we shall not be liable for any loss, corruption, or hacking of any of your User Account Data. For more information about our data retention policies, please visit our Privacy Policy.

18.7 You acknowledge and agree that we will collect, use, store, and delete your User Account Data in accordance with our Privacy Policy. You consent to our handling of your User Account Data in accordance with those policies, including any retention and deletion periods specified. It is your responsibility to review our Privacy Policy, including the Data Retention Policy therein, periodically to stay informed about how your data is managed.

18.8 Although we do not control and are under no obligation to monitor, screen or edit any User Account Data, we reserve the right, in our sole and absolute discretion, to review, monitor, screen, remove, or edit any User Account Data at any time for any reason, without prior notice.

18.9 If you consent to our collection of location data, and you do not subsequently disable or restrict location tracking via your device settings or within the Service, we will continue to collect such location data as part of the Service.

18.10 If you withdraw your consent or disable location tracking, we will cease collecting location data. If you later re-enable location tracking or otherwise provide renewed consent, we will resume the collection of location data in accordance with your updated settings and this Agreement.

18.11 Where applicable, the Legal Entity remains at all times responsible for ensuring that their associated Users comply with their policies and all Applicable Laws regarding the collection, submission, and use of User Account Data.

18.12 We may continue to collect, record, and process User Account Data beyond your applicable usage cap. However, you will not be able to access or view such excess User Account Data unless you upgrade your plan to allow for a higher usage cap.

18.13 We reserve the right to delete or restrict access to such excess User Account Data referred to in clause 18.12 at any time in accordance with our data retention practices as set out in our Privacy Policy.

19. Updates and variations to the Service

19.1 We reserve the right, but shall have no obligation, to rectify any errors or make Updates to the Service at our discretion, including without prior notice where reasonably necessary to protect our legitimate commercial interests. We release app updates via app store channels and backend updates on our own release cycle. There is no guarantee or warranty that out-of-date versions will continue to function, and we only support the latest version of the app.

19.2 If we make Updates available, you must apply those Updates in a timely manner.

19.3 If you do not apply the Updates, then in our discretion, you may cease to have any right to use the Service until such time as you do so. You acknowledge that we may use technical measures to enforce this clause 19.3.

19.4 If we make Updates available, you must apply those Updates in a timely manner.

19.5 Unless otherwise agreed with you, we hold the right to modify, add, suspend, or remove any component of the Service at any time, at our sole discretion.

20. Availability and uptime

20.1 We will use reasonable endeavours to keep the Service operational at all times; but the Service is provided on an "as available" basis.

20.2 You acknowledge and agree that:

(a) the Service is only accessible using the internet and operates from servers owned and controlled by third parties, putting some functions, such as cloud services for servers, data storage, and backup, beyond our control.
(b) the Service may occasionally, without notice, be disrupted or limited. During such interruptions, we will endeavour to restore access promptly. We hold no liability for any Claims arising from such interruptions.
(c) the Service may become inaccessible for necessary maintenance, or Updates. Although we'll make efforts to notify you beforehand, it may not always be feasible. We hold no liability for any inconvenience during such periods.
(d) unless otherwise agreed with you, in the event of unforeseen circumstances or a Force Majeure Event, we reserve the right to modify, suspend, or cancel any part of the Service immediately.
(e) we offer no guarantee that any specific component of the Service will always be available.

21. Support

21.1 We shall have no obligation to provide support services in respect of any issue caused by:

(a) your improper use of the Service; and
(b) any alteration to the Service made without our consent.

21.2 You acknowledge and agree that we make no warranties or guarantees in relation to the outcome of any support services.

22. Free Beta

22.1 This clause applies if you use the Service under the Free Beta of the Standard Plan.

22.2 We may in our sole discretion, revoke access to your associated User Accounts for any reason (including where we believe that there has been an attempt to or circumvention of the Free Beta restrictions) without prior notice and without liability to you, to the extent permitted under applicable law.

22.3 No express or implied warranties shall apply to you under the Free Beta, and no technical support will be offered, and the Service is provided on an as-is basis with all defects and faults.

22.4 To the maximum extent permitted by law, we shall not be liable for any Loss (including Consequential Loss), arising out of or in connection with the use of Service. You release and indemnify us and our Indemnified Parties in respect of any Loss that we may incur and/or Claims you may have against us in respect of your use of the Service.

23. Indemnities

23.1 You shall indemnify us and our Indemnified Parties and shall keep us and our Indemnified Parties indemnified against any and all Claims and Loss suffered or incurred by us arising directly or indirectly as a result of any breach by you of this Agreement.

23.2 You shall indemnify us and our Indemnified Parties in respect of any Loss we or any of our suppliers incur in respect of any Claim that any of your data is lost, unavailable, or corrupted, or of any Claim that the transmission, storage, disclosure, or access to any of your data infringes the Intellectual Property Rights of any person, or breaches any law, regulation, code, or standard.

23.3 You agree to indemnify and hold us and our Indemnified Parties harmless against any Claim or Loss arising from your failure to comply with Applicable Laws in connection with your use of the Services.

24. Warranties

24.1 Each party warrants to the other party that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

24.2 You represent and warrant to us that your use of the Service is subject to and in compliance with all Applicable Laws.

24.3 We warrant to you that the Service, when used by you in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.

24.4 If we reasonably determine, or any third party alleges, that your use of the Service in accordance with this Agreement infringes any person's Intellectual Property Rights, we may, acting reasonably, at our own cost and expense:

(a) modify the Service in such a way that it no longer infringes the relevant Intellectual Property Rights; or
(b) procure for you the right to use the Service in accordance with this Agreement.

24.5 Clauses 24.3 and 24.4 represent our sole obligations, and your exclusive remedy with respect to Claims on Intellectual Property Rights infringement.

24.6 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties, representations, conditions and any other terms implied by statute or common law will be implied into this Agreement or any related contract.

25. Acknowledgements and warranty limitations

25.1 You acknowledge that the Service is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, we give no warranty or representation that the Service will be wholly free from Malicious Code, defects, errors and bugs.

25.2 You acknowledge that the Service is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, we give no warranty or representation that the Service will be entirely secure.

25.3 You acknowledge and agree that we make no representation or warranty that your use of the Service will comply with Applicable Laws or will not result in legal liability for you or any third party. You are solely responsible for ensuring that your use of the Service is lawful. We do not guarantee the accuracy, reliability, or suitability of AI-generated advice, insights, or responses for any purpose, including mental health or personal decisions. Use at your own risk.

25.4 You acknowledge that where the Website, Web App, or Mobile App contain links to other sites (including banner advertisements and sponsored links) and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as our approval of those linked websites or the information within them. We have no control over the contents of those sites or resources, and you access those third party websites entirely at your risk and subject to the terms and conditions of use for those websites.

25.5 You acknowledge that the Service may contain technical or administrative errors, and, except for any guarantees that cannot be excluded by law, we do not warrant that the Service, your data, or access to either will be uninterrupted or error-free. You release and indemnify us and our Indemnified Parties from any Loss we may incur and/or any Claims you may have against us arising from any interruption, error, or unavailability of the Service or your data.

25.6 You represent and warrant that:

(a) you are not located in, and will not access or use the Services from, any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and
(b) you are not listed on, or affiliated with any person or entity listed on, any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) List, the Denied Persons List, or the Entity List.

26. Third-Party Materials

26.1 Without limiting clause 25.4, the Service may also contain links to, integrate with, or otherwise make available third-party services, content, data, features, functionality, tools, or other materials provided by third parties ("Third Party Materials"), such as AI integrations, analytics, cloud hosting services and more. You acknowledge and agree that:

(a) we do not endorse, control, or assume any responsibility for any Third Party Materials, including (without limitation) their content, accuracy, quality, functionality, availability, legality, reliability, performance or compliance with Applicable Laws;
(b) we make no warranties or representations of any kind, express or implied, in relation to any Third Party Materials;
(c) your access to and use of Third Party Materials may be subject to separate terms and conditions and privacy policies imposed by the relevant third party; and
(d) you are solely responsible for reviewing and complying with those third party terms.

26.2 Third Party Materials may include features and content powered by OpenAI, and your use of such features is subject to their then-current terms, as amended from time to time.

27. US Government Restricted Rights

If you are a U.S. government end user, then this provision applies to you. The Service provided in connection with this Agreement has been developed entirely at private expense, as defined in Federal Acquisition Regulation ("FAR") section 2.101, Defence Federal Acquisition Regulation Supplement ("DFARS") section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as "commercial items", "commercial computer software", and/or "commercial computer software documentation". Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement.

28. Limitations and exclusions of liability

28.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law, and
(e) if you are a consumer, your statutory rights will not be excluded or limited by this Agreement, except to the extent permitted by law.

28.2 You may have rights to implied guarantees and warranties under Australian Consumer Law, including that the Services are of acceptable quality, rights for defective Services to be re-performed, and rights to compensation for certain types of Loss. All such implied guarantees and warranties are incorporated, and none excluded.

28.3 We will not be liable to you in respect of any Losses arising out of a Force Majeure Event.

28.4 We will not be liable to you in respect of any Consequential Loss.

28.5 We will not be liable to you in respect of any loss or corruption of any data, including User Account Data.

28.6 Subject to sub-clauses 28.1 and 28.2, our maximum aggregate liability to you in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement in respect of any and all events or series of related events for the Term shall not exceed the Subscription Fees paid by you to us in the twelve months prior to the date of the claim (or the earliest claim, where there is more than one).

29. Termination

29.1 In addition to our suspension rights, we may terminate your subscription in the event of a breach of any of the provisions of this Agreement by you, or for other reasons including non-payment, misuse, or inactivity, without the need to specify a cause.

29.2 If you fail to pay any Subscription Fees on or before any Renewal Date, we may, with immediate effect, terminate your subscription, and terminate all rights of Users associated with such subscription to use and access the Service.

30. Effects of Termination

Upon the termination of your subscription or this Agreement:

(a) all licenses granted to you by us under this Agreement will immediately terminate;
(b) you must immediately cease to use the Service; and
(c) any use of the Service after termination is unlicensed and is in violation of our copyright and other rights;
(d) 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 the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(e) all of the provisions of this Agreement shall cease to have effect except for the following provisions, which shall survive and continue in full force and in effect (in accordance with their express terms or otherwise indefinitely):

(i) clauses 1 (How to read these General Terms), 2 (Eligibility), 3 (Term and contract formation), 4 (App Stores), 10 (Legal Entity), 11.2 (Safety), 12.3 (Limited license to use), 13 (Intellectual Property Rights), 14 (Copyright), 16 (Privacy), 17 (Workplace Monitoring), 18 (User Account Data), 22 (Free Beta), 23 (Indemnities), 24 (Warranties), 25 (Acknowledgements and warranty limitations), 26 (Third Party Materials), 28 (Limitations and exclusions of liability), 29 (Termination), 30 (Effects of termination), 31 (Notices), 32 (Amendments), 33 (General), 34 (Governing Law); and
(ii) any other provisions which by their nature are intended to survive.

31. Notices

31.1 You may contact us or send a notice to us by contacting us at legal@unlost.ai.

31.2 We may send you emails or other electronic messages concerning your User Account and the Company from time to time.

31.3 To the extent permitted by applicable law, you consent to receive notices and communications from us electronically, including by email, in-app messaging, or by posting notices on the Website or within the Service. Where sent from us to you by email, we shall use the contact details, including billing contact details, associated with your User Account.

31.4 Any notice issued via email shall be deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt, or upon receipt of confirmation from the recipient that the recipient received the email.

32. Amendments

32.2 We may change these General Terms and the Privacy Policy from time to time as necessary. If we do so, we will post the revised terms and/or policy on the Website at https://unlost.ai/terms-of-service and https://unlost.ai/privacy-policy. We may also give notice by other means, such as a message in the Mobile App or by way of email. We will only guarantee notification if pricing is to change or if the use/disclosure of your personal data is to change.

32.3 When an amendment will result in a material change to these General Terms, we will provide a minimum of 30 days' prior written notice, and failure to cancel or respond to the notice within 30 days will be deemed as your agreement to the Terms as amended. Do not continue to use the Service if you disagree with a notified material change.

32.5 Subject to our compliance with clauses 32.3 and 32.4 above in the case of material amendments, amendments will be effective immediately upon publication. You accept that by doing this, we have provided sufficient notice of the variation. Your continued use of the Service following such notification will represent an agreement to be bound by these General Terms as amended.

33. General

33.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach. The failure of either party to enforce a provision of this Agreement shall not be construed as a waiver of that provision, or any other provision. Waiver of compliance in any particular instance does not mean we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver.

33.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

33.3 You hereby agree that we may assign our contractual rights and obligations under this Agreement to:

(a) our Related Bodies Corporate; or
(b) any successor to all or a substantial part of our business from time to time; or
(c) any third party, providing that, if you are a consumer, such action does not serve to reduce the guarantees benefiting you under this Agreement.

33.4 Save to the extent expressly permitted by applicable law, you must not without our prior written consent assign, transfer or otherwise deal with any of your contractual rights or obligations under this Agreement.

33.5 You acknowledge and agree that Apple and Google are third-party beneficiaries of this Agreement to the extent that you access the Services via their App Stores. Upon your acceptance of these General Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these General Terms against you as third-party beneficiaries where relevant.

33.6 No employment, agency, fiduciary, joint venture or partnership relationship is formed by this Agreement.

33.7 This Agreement is the entire agreement between you and us about its subject matter and supersedes all other proposals, arrangements, representations and agreements between you and us about its subject matter.

34. Governing Law

34.1 This Agreement shall be governed by and construed in accordance with the laws of the state of Queensland, Australia.

34.2 The courts of Queensland, Australia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Company or this Agreement.