TERMS OF SERVICE

Last Updated: August 25, 2025

1. INTRODUCTION

These Terms of Service ("Terms") constitute a legally binding agreement between Blue Tensor Pty Ltd (ACN 676 417 404), trading as HaloMate ("HaloMate," "Company," "we," "us," or "our"), and you ("User," "you," or "your") regarding your use of our AI-powered chat and productivity services (the "Services").

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1. Age Requirement:

You must be at least thirteen (13) years of age to use the Services. However, the minimum age may be higher depending on the laws of your jurisdiction (for example, sixteen (16) years in certain European Union countries). If you are below the legal age of majority in your jurisdiction, you must obtain permission from your parent or legal guardian to use the Services.

2.2. Account Registration:

To access certain features of the Services, you must create an account. You agree to:

• (a) Provide accurate, current, and complete information;
• (b) Maintain and promptly update your account information;
• (c) Maintain the security of your account credentials;
• (d) Accept responsibility for all activities that occur under your account; and
• (e) Notify us immediately of any unauthorized use of your account.

2.3. Account Restrictions:

You may not:

• (a) Create multiple accounts for abusive purposes;
• (b) Share your account credentials with any third party;
• (c) Transfer your account to another person without our prior written consent; or
• (d) Use the Services if you have previously been banned.

3. SUBSCRIPTION AND PAYMENT TERMS

3.1. Service Tiers:

We offer several service tiers, each with different features and usage quotas.

3.2. Terms for Subscription via Web:

When you subscribe to HaloMate through our website, the following terms apply:

• (a) All paid subscriptions automatically renew at the end of each billing cycle unless cancelled;
• (b) By subscribing, you expressly authorize us to charge your payment method for subsequent billing cycles;
• (c) Upgrades take effect immediately. Downgrades take effect at the end of the current billing cycle, and no cash refunds are provided.
• (d) We will collect and remit applicable taxes (VAT, GST, or similar) as required by law. You are responsible for any taxes not collected by us.
• (e) Subscription fees are non-refundable except where required by applicable law;
• (f) For European Union consumers: You must explicitly waive your 14-day right of withdrawal to begin immediate service delivery. We will obtain your consent through a clear affirmative action, such as a checkbox, during the subscription process.

3.3. Terms for Subscription via Apple In-App Purchase:

When you subscribe to HaloMate through the Apple App Store, the following terms apply:

• (a) Acknowledgement: You acknowledge that this agreement is concluded between you and HaloMate only, and not with Apple Inc. ("Apple"). HaloMate, not Apple, is solely responsible for the HaloMate app and its content.
• (b) Subscription Management: Subscriptions are managed directly through your Apple ID Account Settings. All subscriptions automatically renew unless auto-renewal is turned off at least 24 hours before the end of the current billing period.
• (c) Payment: Your Apple ID account will be charged for renewal within 24 hours prior to the end of the current period. Payment will be charged to the payment method associated with your Apple ID at the confirmation of purchase.
• (d) Refunds: Subscription fees are generally non-refundable. To the maximum extent permitted by law, we are not able to issue refunds for purchases made via the App Store. Any refund requests or billing inquiries must be directed to Apple Support.
• (e) Scope of License: The license granted to you for HaloMate is a non-transferable license to use the application on any Apple-branded products that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
• (f) Maintenance and Support: HaloMate is solely responsible for providing any maintenance and support services for the app. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the HaloMate app.
• (g) Warranty: In the event of any failure of the HaloMate app to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the app to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be HaloMate's sole responsibility.
• (h) Product Claims: You and HaloMate acknowledge that HaloMate, not Apple, is responsible for addressing any of your claims or any third-party claims relating to the app or your possession and/or use of the app, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
• (i) Intellectual Property Rights: You and HaloMate acknowledge that in the event of any third-party claim that the app or your possession and use of the app infringes that third party's intellectual property rights, HaloMate, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
• (j) Legal Compliance: You represent and warrant that (i) you are not located in a 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• (k) Third-Party Terms: You must comply with any applicable third-party terms of agreement when using the app (e.g., you must not be in violation of your wireless data service agreement).
• (l) Third-Party Beneficiary: You and HaloMate acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this agreement, and that, upon your acceptance of the terms and conditions of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third-party beneficiary thereof.

3.4. Plan Variations and Cross-Platform Access:

• (a) The features, quotas, and pricing of our subscription plans may vary depending on the platform through which they are offered (e.g., our website, the Apple App Store, the Google Play Store). The definitive terms, features, and pricing applicable to your subscription are those presented to you on the relevant subscription and payment pages at the time of your purchase.
• (b) A subscription purchased through any single platform grants you access to the corresponding service tier across all platforms. To utilize your subscription benefits universally, you must be logged in with the same user account, which is identified by the unique email address used at the time of the initial subscription.

3.5. Changes to Subscription Plans:

• (a) We reserve the right, at our sole discretion, to modify, replace, or discontinue our subscription plans. This includes changing the combination of features or pricing for new or renewing subscriptions, or ceasing to offer certain plans. We do not guarantee that any specific plan will remain available for purchase indefinitely.
• (b) For active subscriptions, we may also make changes to the included features and services. In the event of a material adverse change to your plan, we will provide you with reasonable prior notice. Upon receiving such notice, you will have the option to accept the changes by continuing your subscription or to cancel it. Your continued use of the service after the changes take effect will constitute your binding acceptance of the changes.

4. SERVICE USAGE AND LIMITATIONS

4. SERVICE USAGE AND LIMITATIONS

4.1. Acceptable Use:

You agree not to:

• (a) Violate any applicable laws or regulations;
• (b) Infringe upon intellectual property rights;
• (c) Transmit harmful or malicious code;
• (d) Attempt to gain unauthorized access;
• (e) Interfere with the proper functioning of the Services;
• (f) Use the Services for any illegal or unauthorized purpose;
• (g) Use programmatic means to access our API;
• (h) Use automated scripts to interact with our user interface;
• (i) Access the Services from unauthorized countries or regions;
• (j) Register multiple accounts to utilize free quotas;
• (k) Share your account credentials with any third party;
• (l) Upload files to our website for use as a download server.

4.2. Service Modifications:

We reserve the right to:

• (a) Modify or discontinue any feature of the Services;
• (b) Change subscription terms with reasonable notice;
• (c) Impose or modify usage limits;
• (d) Suspend or terminate access for violations of these Terms.

4.3. Security Measures and Consequences:

If we detect any of the prohibited activities listed in Section 4.1, we reserve the right to take appropriate security measures, including but not limited to:

• (a) Terminating your account;
• (b) Cancelling your subscription;
• (c) Restricting your access to certain features or the entire Services;
• (d) Implementing additional security protocols to protect the integrity of our Services.

Any loss or consequences arising from such actions, including but not limited to loss of data, access, or service interruptions, shall be the sole responsibility of the User.

5. DATA PROCESSING AND PRIVACY

5.1. Data Collection and Use:

• (a) We collect and process data as described in our Privacy Policy;
• (b) By using the Services, you consent to our data collection and processing practices;
• (c) You retain ownership of your User Content (as defined below).

5.2. User Content:

• (a) "User Content" means any content you upload, transmit, or create through the Services;
• (b) You grant us a worldwide, non-exclusive, royalty-free license to host, store, and process User Content solely for providing the Services;
• (c) Unless you explicitly authorize us, we do not use User Content for AI model training. If the Company intends to use User Content for AI training purposes, we will notify you in advance and obtain your explicit consent;
• (d) We maintain appropriate security measures to protect User Content.

5.3. Data Export and Deletion:

• (a) You may export your data within fifteen (15) business days of request;
• (b) Upon account termination:
  • Chat data will be deleted immediately;
  • Uploaded attachments will be deleted within thirty (30) days;
  • Backup copies may be retained as required by law. We ensure that all data processing activities comply with applicable data protection regulations.

6. INTELLECTUAL PROPERTY

6.1. Ownership:

• (a) The Services, including all software, designs, and content (excluding User Content), are owned by the Company;
• (b) You retain ownership of User Content;
• (c) Our trademarks and brand features are protected by law.

6.2. License Grant:

• (a) We grant you a limited, non-exclusive, non-transferable license to use the Services;
• (b) You may not:
  • Reverse engineer the Services
  • Copy or create derivative works
  • Remove proprietary notices
  • Resell or sublicense the Services

7. DISCLAIMER AND LIMITATIONS OF LIABILITY

7.1. Service Disclaimer:

• (a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE";
• (b) WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
• (c) AI-generated content may contain inaccuracies or errors as further specified in Section 8;
• (d) Users are solely responsible for decisions made based on the Services.

7.2. Limitation of Liability:

• (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:
  • INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
  • LOST PROFITS OR DATA
  • BUSINESS INTERRUPTION
• (b) OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. AI SERVICES DISCLAIMER AND USE CONDITIONS

8.1. Nature of AI-Generated Outputs:

• The Services include artificial intelligence features that may generate text, images, audio, code, or other outputs ("AI Outputs"). AI Outputs may be inaccurate, incomplete, misleading, biased, or fictitious, may omit context, and may not reflect current facts or professional standards.

8.2. Independent Verification:

• You are solely responsible for evaluating and independently verifying the accuracy, completeness, legality, and suitability of any AI Outputs before relying on, publishing, or acting upon them.

8.3. Prohibited and High-Risk Uses:

• AI Outputs are not a substitute for professional judgment. You must not use, or rely upon, AI Outputs as the sole or primary basis for:
  • (a) Medical diagnosis, treatment, or any health-related decisions;
  • (b) Legal advice, legal rights determinations, filings, or proceedings;
  • (c) Financial, tax, accounting, or investment decisions;
  • (d) Safety-critical or life-critical applications (including but not limited to transportation, emergency response, or industrial controls);
  • (e) Any decision that could reasonably result in personal injury, property damage, regulatory non-compliance, significant financial loss, or other material adverse consequences. If you require advice, consult a qualified professional.

8.4. No Professional Advice; No Warranties:

• AI Outputs are provided "as is" and "as available." To the maximum extent permitted by applicable law, we make no representations or warranties, express or implied, including regarding accuracy, completeness, currency, merchantability, fitness for a particular purpose, non-infringement, or reliability of AI Outputs. This Section supplements Section 7 (Disclaimer and Limitations of Liability) and does not limit any statutory rights that cannot be excluded.

8.5. Allocation of Risk; Limitation of Liability:

• You assume all risk for your use of, reliance on, or actions taken based on AI Outputs. To the maximum extent permitted by applicable law, we disclaim, and you waive, any and all liability for claims, losses, damages, costs, or expenses (including direct, indirect, incidental, consequential, special, exemplary, or punitive damages) arising from or related to AI Outputs or your use thereof. This Section is subject to and should be read together with Section 7.2.

8.6. Human Review and Safeguards:

• You agree to implement appropriate human review, testing, moderation, and safeguards proportionate to your use case, including factual verification, privacy and security controls, and compliance checks for applicable laws and industry standards.

8.7. Third-Party Models and Sources:

• AI functionalities may rely on third-party models, datasets, or services. We do not control and are not responsible for third-party content or services. Your use of such components may be subject to additional terms and policies of those third parties.

8.8. Model Limitations and Updates:

• AI systems may hallucinate, exhibit bias, and experience performance variability or drift over time. We may update, modify, or replace models without notice to maintain or improve performance, compliance, or safety.

8.9. Personal and Sensitive Data:

• Do not input personal data, special category/sensitive data, payment data, or confidential information into AI features unless you have a lawful basis, appropriate disclosures/consents, and adequate safeguards. You are responsible for compliance with applicable privacy, data protection, and records retention laws. This Section operates in addition to Section 5 (Data Processing and Privacy).

8.10. Monitoring and Improvement:

• We and our authorized third-party service providers may monitor and moderate interactions and AI Outputs to operate, secure, and improve the Services; ensure compliance with these Terms and applicable policies; improve safety, quality, and performance; address abuse and fraud; and as otherwise described in our Privacy Policy.

8.11. Feedback and Error Reporting:

• If you believe an AI Output is inaccurate, harmful, or unlawful, do not rely on it and promptly report the issue to us. We may log and use such reports to improve safety and performance.

9. TERMINATION AND SUSPENSION

9.1. Termination by User:

• (a) You may terminate your account at any time;
• (b) No refunds for current billing cycle;
• (c) Access continues until the end of paid period.

9.2. Termination by Company:

• (a) We may terminate or suspend your account for:
  • Violation of these Terms
  • Fraudulent or illegal activities
  • Non-payment
• (b) We may terminate the Services with reasonable notice.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law:

• (a) These Terms are governed by the laws of Victoria, Australia;
• (b) The United Nations Convention on Contracts for the International Sale of Goods does not apply;
• (c) If you are located outside of Australia, these Terms will be interpreted and enforced in accordance with the laws of your jurisdiction, ensuring compliance with local legal requirements.

10.2. Dispute Resolution:

• (a) Parties shall attempt to resolve disputes informally;
• (b) Any legal proceedings shall be brought exclusively in the courts of Victoria, Australia;
• (c) You waive any objection to venue and jurisdiction in Victoria, Australia.

11. GENERAL PROVISIONS

11.1. Entire Agreement:

These Terms constitute the entire agreement between you and the Company regarding the Services.

11.2. Severability:

If any provision is found unenforceable, the remaining provisions remain in effect.

11.3. No Waiver:

Failure to enforce any right or provision does not constitute a waiver.

11.4. Indemnification:

You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• (a) Your use of and access to the Services;
• (b) Your violation of these Terms;
• (b) Your violation of any third-party rights, including without limitation any intellectual property, privacy, or other rights.

11.5. Assignment:

• (a) We may assign these Terms without restriction;
• (b) You may not assign your rights without our written consent.

11.6. Contact Information:

For questions about these Terms, please contact us via:

• Email: [email protected]

11.7. Changes to Terms:

• (a) We may modify these Terms at any time;
• (b) Continued use after changes constitutes acceptance;
• (c) Material changes will be notified in advance through appropriate means, such as email or a prominent notice on our website, to ensure that you are aware of the modifications.

11.8. Force Majeure:

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, government actions, network failures, or other similar events. If a force majeure event occurs, the affected party shall promptly notify the other party and use reasonable efforts to resume performance as soon as possible. If the force majeure event continues for an extended period, either party may terminate these Terms upon written notice.

11.9. Survival:

Sections 6 (Intellectual Property), 7 (Disclaimer and Limitation of Liability), 9 (Governing Law and Dispute Resolution), 10.4 (Indemnification), 10.8 (Force Majeure), and any other provisions that should reasonably survive, shall survive termination.