Terms of Service

You must be at least 18 years of age to access or use the Services. If you access or use the Services on behalf of another person, business or organisation, you represent and warrant that you are authorised to accept these Terms on that party’s behalf, that the party agrees to be bound by these Terms, and that the party is responsible to us for any breach of these Terms by you or by users you permit.

You will need an account to use most of the Services. You must provide accurate account information and keep it up to date, maintain the confidentiality of your credentials, not share your credentials with others, and promptly notify us if you suspect unauthorised access to your account. You are responsible for all activity that occurs under your account, including activity by your staff, contractors and sub-accounts.

By creating an account, you consent to receive communications from us electronically — for example by email, in-app notice, or SMS to the number you register. These communications may include notices about your account, payment authorisations, security alerts, service changes and other transactional information, and they form part of your relationship with us. You agree that any notice, agreement, disclosure or other communication we send you electronically satisfies any legal requirement that such communication be in writing.

Our Privacy Policy explains how we collect, use, disclose and safeguard information. Where you use the Services to process personal information about your own customers, leads, subscribers or other individuals (“Contacts”), you act as the controller (or business) of that information and we act as your processor (or service provider), processing it on your documented instructions and only as needed to provide, secure, support and improve the Services. You are responsible for having a lawful basis and all required consents for the information you upload, collect or transmit through the Services.

The Services allow you and your users to create, upload, store, send and publish content — including emails, SMS and other messages, call recordings and transcripts, images, video, forms, pages, prompts, templates and other materials (collectively, “Customer Content”). As between you and us, you retain all rights in your Customer Content.

You grant us a non-exclusive, royalty-free, worldwide, fully paid, sub-licensable licence to host, store, reproduce, adapt, translate, transmit, publish and display Customer Content solely to operate and provide the Services — including delivering it to the recipients or audiences you designate and in accordance with the settings you choose. We may access and internally use Customer Content to provide support, prevent abuse, detect faults, secure the Services and maintain their proper functioning.

You must not create, upload, store or send Customer Content that violates these Terms, our acceptable use requirements in Section 5, or for which you lack all rights necessary to grant the licence above.

The Services and all text, graphics, images, video, illustrations, software, trademarks, trade names, service marks, logos, designs and other content contained in them (collectively, the “Platform Content”) are owned by or licensed to us and are protected by intellectual property laws. Except as expressly stated in these Terms, we and our licensors reserve all rights.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and Platform Content to operate your own business and communicate with your Contacts. This licence does not include any right to (a) resell or commercially exploit the Services or Platform Content except as expressly permitted in writing; (b) copy, reproduce, distribute, publicly perform or display Platform Content; (c) modify Platform Content, remove proprietary notices, or create derivative works; (d) use data mining, robots or similar extraction methods; or (e) use the Services other than for their intended purpose. Any other use terminates the licence granted here.

The Services may display or interoperate with content, integrations, advertisements and services provided by third parties (“Third-Party Services”), including telephony and messaging carriers, email delivery providers, payment processors, calendars, advertising platforms and AI model providers. We do not control or endorse Third-Party Services and make no warranties about them. Your use of a Third-Party Service is governed by that provider’s own terms and privacy policy, and that provider — not us — is responsible for it. Connecting a Third-Party Service authorises us to exchange data with it as needed to deliver the integration you enabled.

If you obtain a domain name, phone number or similar third-party resource through the Services, you must use it in compliance with these Terms and the relevant registrar or carrier requirements. Regulatory registrations (such as messaging brand or campaign registration) may be required before certain features can be used, and approvals are controlled by carriers and regulators, not by us. You agree to indemnify us for any claim arising from your use of such resources.

Any suggestions, ideas, feature requests or other feedback you provide about the Services (“Feedback”) is non-confidential, and you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that Feedback for any purpose without acknowledgement or compensation.

Unless you notify us in writing that you opt out, you agree that we may identify you as a customer and use your name, trade name, logo and a general description of your business in our marketing materials, website and public statements, and you grant us a non-exclusive, royalty-free, worldwide licence for that purpose.

We respect intellectual property rights. If you believe content available through the Services infringes your copyright, send a notice to [email protected] identifying the copyrighted work, the material claimed to infringe and its location, your contact details, a statement of good-faith belief that the use is unauthorised, and a statement under penalty of perjury that the notice is accurate and that you are authorised to act. We may remove allegedly infringing material and terminate repeat infringers.

We are continuously improving the Services and may add, change, suspend or discontinue features at any time. We may impose usage limits or throttle activity to protect the Services and other users. The Services depend on third-party networks and providers and may be unavailable due to maintenance, outages or events outside our control. Features identified as beta, preview or experimental are provided “as is”, may be changed or removed without notice, and are excluded from any service commitments.

We may suspend or terminate your access to the Services, in whole or in part, immediately and without notice, if we reasonably believe you have violated these Terms, created risk or legal exposure for us or other users, failed to pay amounts due, or if required by law or by a carrier, regulator or provider. You may stop using the Services at any time.

On termination, your licence ends and we may delete your account data after a reasonable retention period. You are responsible for exporting your data before termination. Sections that by their nature should survive — including Sections 4, 6, 7, 9, 14, 15, 16, 18, 19 and 23 — survive termination.

The Services, Platform Content and AI Output are provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement. We do not warrant that the Services will be uninterrupted, secure or error-free, that defects will be corrected, that any message, call or email will be delivered, or that any result — including leads, revenue, deliverability, ad performance or AI Output accuracy — will be achieved.

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law or other applicable consumer protection legislation. Where liability cannot be excluded, our liability is limited, at our option, to re-supplying the Services or paying the cost of re-supply.

To the maximum extent permitted by law, neither Usezu nor its affiliates, officers, employees, agents, suppliers or licensors will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, data, or cost of substitute services, arising out of or relating to these Terms or the Services, whether based in contract, tort, statute or otherwise, and whether or not we were advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the total amounts you paid us for the Services in the three (3) months immediately before the event giving rise to the claim, or (b) one hundred dollars (US$100).

These limitations are a fundamental element of the bargain between you and us and apply even if a limited remedy fails of its essential purpose.

You will defend, indemnify and hold harmless Usezu and its affiliates, officers, directors, employees and agents from and against any claim, demand, action, damages, loss, liability, penalty, fine, cost and expense (including reasonable legal fees) arising out of or relating to: (a) your Customer Content or Contact Data; (b) the messages, calls or emails you send through the Services, including any claim under anti-spam, telemarketing, call recording or privacy laws; (c) your use or misuse of the Services; (d) your violation of these Terms or of any law or third-party right; or (e) any dispute between you and your Contacts, clients or end users. We may assume exclusive defence and control of any matter subject to indemnification, at your expense, and you agree to cooperate.

You represent that you are not located in, ordinarily resident in, or organised under the laws of any country or territory subject to comprehensive sanctions, and that you are not listed on any restricted-party list. You will not export, re-export or make the Services available in violation of applicable export control or sanctions laws. You will comply with all applicable anti-bribery and anti-corruption laws and will not offer or accept any improper payment in connection with the Services.

Please read this section carefully — it affects how disputes are resolved.

If a dispute arises, you agree to first contact us at [email protected] and to attempt in good faith to resolve it informally for at least thirty (30) days before commencing any formal proceeding.

Except for claims brought in a small claims tribunal, and except for claims seeking injunctive or other equitable relief for alleged unlawful use of intellectual property, you and Usezu agree that any dispute arising out of or relating to these Terms or the Services will be resolved through confidential binding arbitration administered under the rules of a recognised arbitral institution in New South Wales, Australia, before a single arbitrator, and that you and Usezu each waive any right to a jury trial.

You and Usezu agree that any dispute is personal to the parties and will be brought solely on an individual basis. Neither party may bring a class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate the claims of more than one person or preside over any representative proceeding. Any claim must be filed within one (1) year after it arises or it is permanently barred, to the extent permitted by law.

You may opt out of this arbitration agreement by emailing [email protected] within thirty (30) days of first accepting these Terms, stating your full name and your intent to opt out. If you opt out, disputes are resolved under Section 19. If any part of this Section 18 is found unenforceable, the remainder continues to apply and the unenforceable part is severed.

These Terms and your use of the Services are governed by the laws of New South Wales, Australia, without regard to conflict of law principles. Any dispute not subject to arbitration or a small claims tribunal will be resolved exclusively in the courts of New South Wales, Australia, and you consent to the personal jurisdiction of those courts. Nothing in this section deprives you of the protection of mandatory consumer laws of your place of residence.

We may update these Terms from time to time. If we do, we will post the amended Terms and update the “Last updated” date, and where the changes are material we will try to notify you by email or in-app notice. Unless stated otherwise, amended Terms take effect when posted and your continued use of the Services confirms your acceptance. If you do not agree, you must stop using the Services.

These Terms are the entire agreement between you and Usezu regarding the Services and supersede all prior agreements on that subject. Any additional or conflicting terms you propose in a purchase order or similar document are rejected and void. Our failure to enforce any provision is not a waiver. If any provision is held unlawful or unenforceable, it is severed and the remaining provisions continue in force. Section headings are for convenience only. You may not assign or transfer these Terms without our prior written consent; we may assign them in connection with a merger, acquisition or sale of assets. There are no third-party beneficiaries except as expressly stated. Neither party is liable for delay or failure caused by events beyond its reasonable control. These Terms may be accepted electronically and in counterparts.

Usezu
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