Terms and
Conditions of Use
Welcome to Parachute. By accessing or using our services, you agree to be bound by these terms and conditions. Please read them carefully.
Last Updated: 17 February 2026
These Terms and Conditions of Use ("Terms") are effective as of the date the Customer accepts these Terms by onboarding, using or subscribing to Services (as defined below) offered by the Company, or the date when a Customer executes an applicable Order Form (the "Effective Date") and are between Veraty Tech Pty Ltd (ABN 11 693 936 659) trading as Parachute AI or Go Parachute ("Company"), and the Customer (each a "Party" and together the "Parties").
For the purposes of these Terms, an "Order Form" shall mean a written order for Services signed by both Parties, or the subscription plan selected by the Customer within the Services' online interface, which specifies the Services to be provided, fees, term, and other relevant details.
In the event of any inconsistency or conflict between the terms of the Terms and the terms of any Order Form, the terms of the Order Form control.
If Customer is provided with access to the Services on a free trial basis, the section of this Agreement entitled "Free Trial Services" will govern such access and, unless as otherwise indicated on an applicable Order Form, certain of the Company's obligations under these Terms will not apply, as further described below.
1. Services and Platform Role
1.1 The Services
The "Services" mean the products and services that are ordered by Customer from the Company in an Order Form referencing these Terms or, if applicable, the Trial Services that are made available to Customer.
The Services provide access to the Parachute platform, which offers tools and information, including content generated by artificial intelligence, to help manage legal and cyber needs and to facilitate connections with third-party service providers, such as law firms.
Services exclude any products or services provided by third parties ("Third-Party Services"), even if Customer has connected those products or services to the Services.
Subject to the terms and conditions of these Terms, the Company will make the Services available to Customer during the Term.
1.2 Role as Agent and Facilitator
Customer expressly acknowledges and agrees that:
(a) Third-Party Legal Services
The Services may facilitate Customer's engagement with an independent, third-party law firm ("Law Firm"). Any such engagement, including through features such as "Get expert advice", creates a solicitor-client relationship directly and exclusively between the Customer and the Law Firm. The Company is not a party to that relationship. The Law Firm is solely responsible for the legal advice and services it provides.
(b) Limited Agent
By using the Services to engage a Law Firm, Customer appoints the Company as its limited agent for the sole purpose of:
- Facilitating the engagement with the Law Firm on the Customer's behalf
- Facilitating communications between the Customer and the Law Firm
- Managing the payment process for the Law Firm's services
The Company's role as agent does not extend to providing legal advice or directing the substance of the legal work performed by the Law Firm.
(c) No Liability for Third-Party Advice
The Company makes no representations or warranties regarding the quality or suitability of the advice or services provided by any Law Firm. The Company is not liable for any acts, omissions, errors, or advice of any Law Firm engaged through the Services.
2. Fees and Payment
2.1 Fees
Customer will pay the fees applicable to the subscription plan selected by Customer (the "Subscription Plan") as specified in the applicable Order Form or as set out in the Company's then-current pricing published on the Platform (the "Fees").
The minimum subscription term shall be as stipulated in the Subscription Plan selected by Customer. The Company offers the following Subscription Plans:
- A quarterly plan with a minimum commitment of three (3) months (a "Quarterly Term")
- An annual plan with a minimum commitment of twelve (12) months (an "Annual Term")
Each is referred to as a "Subscription Term".
Fees may also include fees for Third-Party Services facilitated through the Platform. The Fees applicable to Customer's Subscription Plan shall remain fixed for the duration of the applicable Subscription Term.
2.2 Payment and Taxes
Customer shall keep a payment method on file with the Company for payment of Fees.
The Company shall invoice Customer for Fees, either within the Services or directly, in accordance with the billing frequency specified in the Order Form.
Customer shall pay all invoiced Fees:
- Charged automatically via the payment method associated with your Company Account, or
- If agreed otherwise in writing by both parties, upon receipt of such invoice
In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Customer's access to the Services may be immediately suspended and Customer must pay the entire remaining balance of Fees to regain access to the Services.
Fees do not include local, state, or federal taxes or duties of any kind (unless otherwise specified in any Order Form) and any such taxes will be assumed and paid by Customer, except for taxes on the Company based on the Company's income or receipts.
2.3 Price Changes
The Company may change prices for the Services from time to time, in its sole discretion.
Any price changes will be effective upon the commencement of Customer's next Renewal Term; provided, that the Company shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.
2.4 Discounts and Promotional Pricing
The Company may from time to time offer discounts, promotional pricing, or other beneficial commercial terms for certain Subscription Plans, including without limitation discounted pricing for Annual Terms, as published on the Platform or as otherwise communicated by the Company (collectively, "Promotional Pricing").
Once Customer has selected a Subscription Plan that includes Promotional Pricing and the applicable Subscription Term has commenced, the Promotional Pricing shall remain in effect for the duration of that Subscription Term.
Promotional Pricing may be varied or discontinued by the Company at the commencement of any Renewal Term. The Company reserves the right to modify, discontinue, or introduce new Promotional Pricing at its sole and reasonable discretion, provided that any such changes shall only apply prospectively from the commencement of a Renewal Term.
2.5 Free Trial Services
If Customer is granted access to Trial Services, the Company will make the applicable Trial Services available to Customer pursuant to these Terms starting from the time that Customer registers and is approved for such Trial Services until the earlier of:
- The end of the Trial Services period communicated to Customer
- The start date of any Order Form executed by Customer for Service(s) in exchange for payment
- Termination by the Company in its sole discretion
ANY CUSTOMER INFORMATION THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO THE COMPANY DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLY DELETED, AT THE COMPANY'S DISCRETION, UNLESS CUSTOMER EXECUTES AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD.
NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION" SECTION BELOW, FREE TRIAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE THE COMPANY'S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $1,000.00.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE "LIMITATION OF LIABILITY" SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO THE COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.
3. Term and Termination
3.1 Term and Renewal
These Terms commence on the Effective Date and will remain in effect for the initial Subscription Term selected by Customer in the Order Form or via the Platform (as applicable), being either a Quarterly Term or an Annual Term (the "Initial Term").
Unless Customer provides the Company with written notice of non-renewal at least fourteen (14) days prior to the expiration of the then-current Subscription Term (the "Non-Renewal Notice Period"), the Subscription Term will automatically renew for successive periods of the same duration as the Initial Term (each a "Renewal Term", and together with the Initial Term, the "Term").
For clarity:
- A Quarterly Term will automatically renew for successive three (3) month periods
- An Annual Term will automatically renew for successive twelve (12) month periods
If Customer fails to provide notice of non-renewal within the Non-Renewal Notice Period, Customer's Subscription Plan will renew and Customer will be charged the applicable Fees for the Renewal Term at the then-current pricing.
In the case of Trial Services, the Term shall be for the period agreed between the Company and Customer.
3.1A Cancellation During Subscription Term
Subject to Section 3.2 (Termination for Cause), Customer may not cancel, terminate, or downgrade the Services during the Subscription Term.
Customer acknowledges and agrees that the Fees for the entire Subscription Term are non-cancellable and non-refundable once the Subscription Term has commenced.
The Subscription Term represents a minimum commitment period and Customer remains liable for all Fees for the remainder of the Subscription Term regardless of whether Customer continues to use the Services.
Customer's sole right to discontinue the Services is to provide a non-renewal notice in accordance with Section 3.1, which will take effect at the expiration of the then-current Subscription Term.
Nothing in this Section limits either Party's right to terminate these Terms for cause in accordance with Section 3.2.
3.2 Termination for Cause
A Party may terminate these Terms for cause:
(a) Upon notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party's receipt of such notice
(b) If the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
(c) Immediately by the Company if Customer makes one of the Prohibited Uses below
Non-payment of Fees by Customer for sixty (60) days after issuance of an invoice, and any violation of the Prohibited Uses clause below will be considered material breaches of these Terms.
3.3 Effect of Termination and Survival
Upon termination of an Order Form or these Terms:
(a) With respect to termination of the entire MSA, all Order Forms will concurrently terminate
(b) Customer will have no further right to use the Services under the terminated or cancelled Order Forms and the Company will remove Customer's access to same
(c) Unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid
Sections that survive termination:
- Section 1.2 (Role as Agent and Facilitator)
- Section 2 (Fees and Payment)
- Section 4 (Ownership)
- Section 5 (Confidentiality)
- Section 7.3 (Disclaimers)
- Section 8 (Indemnification)
- Section 9 (Limitation of Liability)
- Section 10 (Miscellaneous)
Termination of these Terms will not limit a Party's liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
4. Ownership, Licence, and Use of the Services
4.1 Ownership
Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights ("Intellectual Property Rights").
The Company will retain Intellectual Property Rights in the Services and all components of, or used to, provide the Services or created by the Services or by the Company in the course of providing the Services (the "Services Information").
Customer will retain Intellectual Property Rights in all information it provides to the Company as part of these Terms (other than Feedback as described below), including but not limited to in the course of its use of the Services (the "Customer Information").
4.2 Feedback
Customer may, under these Terms, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to the Company (the "Feedback").
Customer provides the Company a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual licence to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback.
The Company also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.
4.3 Licences
The Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to and licence to access and use the Services as set forth in the Order Form or on a Trial Services basis all subject to the terms and conditions of these Terms and the Order Form (if applicable).
Customer hereby grants the Company a non-exclusive, non-transferable, non-sublicensable right and licence to use the Customer Information solely to provide the Services to Customer.
4.4 Authorised Users
Customer may designate and provide access to the Services to employees, agents, or authorised contractors (each an "Authorised User").
Customer is responsible for all use and misuse of the Services by Authorised Users and for adherence to all terms of these Terms by any Authorised Users, and references to Customer herein will be deemed to apply to Authorised Users as necessary and applicable.
Customer agrees to promptly notify the Company of any unauthorised access or use of which Customer becomes aware.
Authorised Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of these Terms by Customer.
4.5 Prohibited Uses
Customer and Authorised Users will not:
(a) "Frame," distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services
(b) Use the Services in violation of applicable laws
(c) Interfere with, disrupt, or gain unauthorised access to the Services
(d) Successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services
(e) Provide the Company any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights
(f) Transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorised access to the Services
(g) Use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services
(h) Provide access to the Services to an individual associated with a Competitor (defined below)
(i) Extract information from the Services in furtherance of competing with the Company
(j) Encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party
(k) Copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services
(l) Introduce into the Services any software containing a virus, worm, "back door," Trojan horse or similarly harmful code
(m) Permit any third party to engage in any of the foregoing proscribed acts
A "Competitor" is any entity that provides the same or similar goods and services to those provided by the Company, as would be determined by a commercially reasonable individual.
Customer will promptly notify the Company of any violations of the above prohibited uses by an Authorised User or a third party and require such Authorised User or third party to immediately cease any such use.
The Company reserves the right to suspend Customer and/or Authorised User's access to the Services in the event the Company suspects Customer or an Authorised User is in breach of these Terms.
5. Confidentiality
If the parties have a separate mutual nondisclosure agreement, that agreement will control (the "Separate MNDA").
Otherwise, as used herein, the "Confidential Information" of a Party (the "Disclosing Party") means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the "Receiving Party") or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure.
Services Information and Customer Information are Confidential Information under these Terms, or confidential under the Separate MNDA, as applicable.
Except as expressly permitted in these Terms, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party's prior written consent.
The Receiving Party will not use the Disclosing Party's Confidential Information except to perform its obligations under these Terms, such obligations including, in the case of the Company, to provide the Services.
Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party:
(a) Gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law)
(b) Uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order
(c) Allows the Disclosing Party to participate in the proceeding
Confidential Information does not include any information that:
- Is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party
- Was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party
- Is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party
6. Privacy and Security Practices
The Company operates the Services and handles Customer information, pursuant to the privacy policy available at https://goparachute.ai/privacy-policy (the "Privacy Policy").
The Company's current security and data protection practices are set forth at https://goparachute.ai/security (the "Security Statement").
7. Representations, Warranties, and Disclaimers
7.1 Authority
Each Party represents that it has validly entered into these Terms and has the legal power to do so.
7.2 Warranties
The Company warrants that during an applicable Term:
(a) The Security Statement accurately describes the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Information
(b) The Services will perform materially in accordance with any applicable documentation provided to Customer
For any breach of a warranty in this section, Customer's exclusive remedies are those described in Section 3 (Term and Termination) herein.
7.3 Disclaimers
(a) General Disclaimer
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
(b) No Legal Advice and AI Content Disclaimer
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE COMPANY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE.
ALL CONTENT AND INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING ANY OUTPUT GENERATED BY ARTIFICIAL INTELLIGENCE FEATURES ("AI CONTENT"), IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE.
AI CONTENT IS GENERATED BY AUTOMATED SYSTEMS AND, WHILE THE COMPANY STRIVES FOR ACCURACY, IT MAY CONTAIN ERRORS, OMISSIONS, OR OUTDATED INFORMATION.
CUSTOMER MUST NOT RELY ON AI CONTENT AS A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.
A SOLICITOR-CLIENT RELATIONSHIP IS FORMED ONLY WHEN CUSTOMER DIRECTLY ENGAGES A THIRD-PARTY LAW FIRM THROUGH THE SERVICES (E.G., VIA A "GET EXPERT ADVICE" FEATURE).
CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING THE ACCURACY AND APPROPRIATENESS OF ANY AI CONTENT AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE AND RELIANCE THEREON.
(c) Compliance Disclaimer
THE PARTIES ADDITIONALLY AGREE THAT THE COMPANY WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER'S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
(d) Non-Excludable Guarantees
NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY GUARANTEE, WARRANTY, TERM OR CONDITION, RIGHT OR REMEDY IMPLIED OR IMPOSED BY ANY APPLICABLE LAW (INCLUDING THE AUSTRALIAN CONSUMER LAW) WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
8. Indemnification
8.1 Indemnification by the Company
The Company will indemnify and hold Customer harmless from any third party claim against Customer arising out of Customer's use or purchase of the Services as permitted hereunder alleging that such Services infringe or misappropriate a third party's valid patent, copyright, trademark, or trade secret.
The Company will, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the solicitors engaged by the Company for such defence, provided that:
(a) Customer promptly notifies the Company of the threat or notice of such claim
(b) The Company will have the sole and exclusive control and authority to select solicitors, and defend and/or settle any such claim (however, the Company will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent)
(c) Customer fully cooperates with the Company in connection therewith
If use of a Service by Customer has become, or, in the Company's opinion, is likely to become, the subject of any such claim, the Company may, at its option and expense:
- Procure for Customer the right to continue using the Service(s) as set forth hereunder
- Replace or modify a Service to make it non-infringing
- If options (i) or (ii) are not commercially reasonable or practicable as determined by the Company, terminate these Terms and repay, on a pro-rata basis, any Fees previously paid to the Company for the corresponding unused portion of the Term for related Services.
The Company will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by:
- Compliance with designs, data, instructions or specifications provided by Customer
- Modification of the Services by anyone other than the Company
- The combination, operation or use of the Services with other hardware or software where the Services would not otherwise be infringing
The provisions of this Section state the sole, exclusive, and entire liability of the Company to Customer and constitute Customer's sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Customer or Authorised Users.
Notwithstanding anything to the contrary herein, the Company shall have no obligation under this Section 8.1 with respect to Trial Services.
8.2 Indemnification by Customer
Customer will indemnify and hold the Company harmless against any third party claim arising out of:
(a) Prohibited Uses in breach of these Terms as set forth above
(b) An allegation that Customer Information infringes or misappropriates a third party's valid patent, copyright, trademark, or trade secret
(c) Customer's engagement with or use of the services of a third-party Law Firm
(d) Customer's or its Authorised Users' use of or reliance on any AI Content as legal or professional advice without independent verification by a qualified professional
provided that:
- The Company promptly notifies Customer of the threat or notice of such claim
- Customer will have the sole and exclusive control and authority to select solicitors, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by the Company without prior written consent)
- The Company fully cooperates in connection therewith
9. Limitation of Liability
9.1 Exclusion of Consequential Damages
Subject to clause 9.3, and to the maximum extent permitted by applicable law, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either Party to these Terms, or their affiliates, officers, directors, employees, agents, service providers, suppliers or licensors be liable to the other Party or any affiliate for:
- Lost profits
- Lost sales or business
- Lost data (being data lost in the course of transmission via Customer's systems or over the internet through no fault of the Company)
- Business interruption
- Loss of goodwill
- Costs of cover or replacement
- Any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages
This applies whether in connection with these Terms, the Services, or Customer's reliance on any information or content generated by the Services (including AI Content) without independent verification, regardless of whether such Party has been advised of the possibility of or could have foreseen such damages.
9.2 Cap on Aggregate Liability
Subject to clause 9.3, and notwithstanding anything to the contrary in these Terms, either Party's aggregate liability to the other Party or any third party arising out of these Terms or the Services will in no event exceed the Fees paid by Customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability. Provided that liability under the Parties' indemnification obligations, for breaches of confidentiality, or for damages due to Prohibited Uses will not in the aggregate exceed ten times that amount. For clarity, nothing in these Terms will limit or exclude either Party's liability for gross negligence or intentional misconduct of a Party.
9.3 Non-Excludable Liability
The limitations and exclusions in this Section 9 do not apply to any liability which cannot be legally limited or excluded by applicable law, including any liability under the non-excludable consumer guarantees of the Australian Consumer Law.
Customer acknowledges and agrees that the essential purpose of this section is to allocate the risks under these Terms between the Parties and limit potential liability given the Fees, which would have been substantially higher if the Company were to assume any further liability other than as set forth herein.
The Company has relied on these limitations in determining whether to provide Customer with the rights to access and use the Services provided for in these Terms.
10. Miscellaneous
10.1 Entire Agreement
These Terms, any active Order Forms, and the Separate MNDA, if applicable, constitute the entire agreement, and supersedes all prior agreements, between the Company and Customer regarding the subject matter hereof.
10.2 Assignment
Either Party may, without the consent of the other Party, assign these Terms to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party's assets provided that:
- The other Party is provided prior notice of such assignment
- Any such successor agrees to fulfill its obligations pursuant to these Terms
Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
10.3 Severability
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
10.4 Relationship of the Parties
The Parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency (except for the limited agency described in Section 1.2), fiduciary, solicitor-client, or employment relationship between the Parties.
10.5 Notices
All notices provided by the Company to Customer under these Terms may be delivered in writing:
(a) By nationally recognised overnight delivery service ("Courier") or Australian mail to the contact mailing address provided by Customer on an Order Form or during account registration
(b) Electronic mail to the electronic mail address provided for Customer's account owner
Customer must give notice to the Company by email to hello@goparachute.ai.
All notices shall be deemed to have been given immediately upon delivery by electronic mail.
10.6 Governing Law, Jurisdiction, Venue
These Terms will be governed by the laws of the State of New South Wales, Australia, without reference to conflict of laws principles.
Any disputes under these Terms shall be resolved in a court of general jurisdiction in New South Wales, Australia.
Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to these Terms or access to or use of the Services by Customer, its agents, or Authorised Users.
10.7 Export Compliance
The Services and other software or components of the Services that the Company may provide or make available to Customer are subject to Australian export control and economic sanctions laws.
Customer will not access or use the Services if Customer or any Authorised Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under Australian or other applicable laws or regulations (a "Prohibited Jurisdiction") and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction.
Customer represents and warrants that:
(a) It is not named on any Australian government list of persons or entities prohibited from receiving Australian exports, or transacting with any Australian person
(b) It is not a national of, or a company registered in, any Prohibited Jurisdiction
(c) It will not permit any individuals under its control to access or use the Services in violation of any Australian or other applicable export embargoes, prohibitions or restrictions
(d) It will comply with all applicable laws regarding the transmission of technical data exported from Australia and the countries in which it and Authorised Users are located
10.8 Anti-Corruption
Customer represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the Company's employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to the Company.
10.9 Publicity and Marketing
The Company may use Customer's name, logo, and trademarks solely to identify Customer as a client of the Company on the Company's website and other marketing materials and in accordance with Customer's trademark usage guidelines. The Company may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services.
The Company never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.
10.10 Amendments
The Company may amend these Terms at any time to reflect changes to its Services, business practices, applicable laws, regulatory requirements, or industry standards, in which case the amended MSA will supersede all prior versions.
The Company will notify Customer of any material amendments not less than fourteen (14) days prior to the effective date of such amendment by email or notification within the Services.
Non-material amendments, including changes to reflect updated regulatory requirements, corrections, or clarifications, may take effect immediately upon publication.
Customer's continued use of the Services following the effective date of any amendment constitutes Customer's acceptance of the amended terms.
If Customer does not agree to any material amendment, Customer's sole remedy is to provide a non-renewal notice in accordance with Section 3.1 and discontinue use of the Services at the end of the then-current Subscription Term.
For the avoidance of doubt, amendments to these Terms shall not affect the Fees applicable to Customer's then-current Subscription Term, which shall remain as set out in Section 2.
10.11 Waiver
The Company's failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
For questions or notices, please contact: hello@goparachute.ai