These end user terms (“End User Terms”) apply between the party who has given you access to the Services (“Enterprise Customer”) and the individual accessing the Services (“User”, “you” or “your”).
The Enterprise Customer is entitled to enter into these End User Terms, and make the Services available, pursuant to its agreement with the Licensor.
These End User Terms govern your use of the Services. Please read these End User Terms in full before you use the Services. By using the Services, you accept these End User Terms.
1 DEFINITIONS
1.1 In these End User Terms, the following definitions apply.
Agreement: the agreement between the Licensor and the Enterprise Customer under which you are granted access to the Services.
Credit: a unit of measure applied under the Credit Consumption Schedule to measure the Enterprise Customer’s and each User’s use of the Model and the Services under the Agreement.
Credit Consumption Schedule: the schedule, table or other information set out in or referred to in the Agreement which specifies the functionality or usage that consumes Credits, the applicable charging basis, and the number of Credits consumed.
Knowledge Base: a database containing content specific to a particular topic.
Licensor: CEADE Pty Ltd, ABN 11 664 580 116, trading as SnapInsight.
Licensor Data: the Outputs and any other data generated by the Services.
Licensor Documentation: the documentation made available by or on behalf of the Licensor from time to time via the Licensor’s website at https://snapinsight.com, which sets out a description of the Services and the user instructions for the Services, and which may be updated from time to time. Licensor Documentation specifically excludes User Data.
Model: the AI-based model owned by or licenced to the Licensor, containing one or more Knowledge Bases which are used to generate Outputs.
Output: any result generated by the Model or the Services for a User, including as a result of one or more Transactions.
Services: the subscription services provided by Licensor to the Enterprise Customer pursuant to which the User is given access to the Model to use Knowledge Bases and the Licensor Documentation to generate Outputs, as is more particularly described in the Licensor Documentation.
Service Elements: any one or more of the Services, the Model, the Knowledge Bases, the Licensor Data and the Licensor Documentation.
Transaction: each instance of functionality or usage by a User that triggers Credit consumption under the applicable Credit Consumption Schedule, including token processing, web search, file upload or processing, reasoning or tool invocation, or any other chargeable use of the Model or the Services. A single question or instruction may trigger one or more Transactions.
User Credentials: the information submitted by the User in order to access the Services.
User Data: the User Credentials, User File Uploads and any data inputted by a User as part of a Transaction or through the Services. To avoid doubt, Outputs are not User Data.
User File Uploads: any documents, files or other materials submitted or uploaded to the Model by a User, including through file attachment functionality.
2 SERVICES
2.1 The Enterprise Customer grants to the User a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Service Elements solely for the User’s own use.
2.2 The Services enable the User to submit Transactions and generate Outputs.
2.3 The User must provide the User Credentials in order to access the Services.
3 USAGE RIGHTS AND LIMITATIONS
3.1 The User must not use the Services to access, store, distribute or transmit any viruses, or allow any denial of service attacks.
3.2 The User must ensure that any User File Uploads are lawful, do not contain viruses or malicious code, and may be submitted to and processed by the Licensor and its service providers for the purposes of providing the Services.
3.3 The User must not:
(a) except as may be allowed by any applicable law:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any Service Elements (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service Elements;
(b) access all or any Service Elements in order to build a product or service which competes with the Services, the Model, the Knowledge Bases and/or the Licensor Documentation; or
(c) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Service Elements available to any third party; or
(d) attempt to circumvent Credit metering or otherwise misuse any Credit-consuming feature of the Services.
3.4 The User must use all reasonable endeavours to prevent any unauthorised access to, or use of, any Service Elements and, in the event of any such unauthorised access or use, promptly notify the Enterprise Customer.
3.5 The User acknowledges that:
(a) different Transactions, functionality and types of usage may consume different numbers of Credits and may reduce the Credits available to the Enterprise Customer; and
(b) a single question or instruction may trigger one or more Transactions, and Credit consumption is cumulative across all functionality and usage involved.
4 DATA AND PROPRIETARY RIGHTS
4.1 The Licensor does not acquire ownership of User Data. As between the User and the Licensor, ownership of User Data remains with the User, the Enterprise Customer or the relevant third-party rights holder, as applicable. The User will have sole responsibility under these End User Terms for the legality, reliability, integrity, accuracy and quality of all User Data submitted by the User.
4.2 To the extent the User has any rights in or authority over User Data, the User grants the Enterprise Customer a perpetual licence to access, use and otherwise exploit the User Data, and authorises the Enterprise Customer to permit the Licensor and its service providers to access, use and otherwise exploit the User Data, for the purposes of:
(a) providing the Services and otherwise exercising its rights under these End User Terms; and
(b) (other than in respect of User Credentials) improving its products and services, including further training of the Model.
4.3 The User acknowledges that, as between it and the Licensor, the Licensor owns all right, title and interest in and to the Service Elements.
4.4 The Enterprise Customer permits the User to access the Licensor Data solely for the User’s own use in accordance with these End User Terms. The User’s right to use the Licensor Data does not include the right to sub-license it, sell or otherwise exploit it, or combine it with other data sources.
4.5 The User agrees that, as between it and the Licensor, the Licensor owns all intellectual property rights in the Service Elements. Except as expressly stated herein, these End User Terms do not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of any Service Elements.
4.6 Licensor may use third party service providers to provide storage, hosting, web search, processing of User File Uploads and related services in connection with the Services, which may involve the processing and storage of User Data (including User Credentials). As at the date of these End User Terms, one such third party is Microsoft, whose privacy policy is available at https://privacy.microsoft.com/en-us/. The User acknowledges and agrees that the Licensor may use such third party service providers for the purposes outlined in this clause in connection with the Services.
5 NO WARRANTIES FROM LICENSOR
5.1 To the extent permitted by law (and subject to any non-excludable provisions), the User acknowledges that the Licensor:
(a) does not warrant that the User’s use of any Service Elements will be uninterrupted or error-free, or that the Service Elements and/or other information obtained by the User through the Services will meet the User’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User agrees that the Service Elements may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.2 To the extent permitted by law (and subject to any non-excludable provisions), except as expressly and specifically provided in these End User Terms:
(a) the User assumes sole responsibility for, and the Licensor will have no liability to the User for, any loss or damage arising in connection with, any use of the Outputs by the User, nor for acts or omissions made or conclusions drawn from such use;
(b) the Licensor will have no liability for any loss or damage caused by errors or omissions in any information, instructions or scripts provided to the Licensor or submitted to the Model by the User in connection with the Service Elements, including User Data, User File Uploads, or any actions taken by the Licensor at the User’s direction or request;
(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded by the Licensor; and
(d) the Service Elements are provided to the User on an “as is” basis.
5.3 The User acknowledges that Outputs may be generated using probabilistic technologies and may be inaccurate, incomplete, outdated, biased or unsuitable for a particular purpose, and may include or be based on third-party content, including web content. The User must independently review and verify Outputs before relying on them and must not use an Output as the sole basis for any decision having legal or similarly significant effects on an individual without appropriate human review and compliance with applicable law.
6 USER’S OBLIGATIONS
The User must:
(a) provide the Enterprise Customer with all necessary co-operation in relation to these End User Terms, and all necessary access to information as may be required in order to provide the Services;
(b) comply with all applicable laws and regulations with respect to its activities under these End User Terms;
(c) obtain and maintain all necessary licences, consents, and permissions necessary for the Enterprise Customer to perform its obligations under the Agreement and these End User Terms, including in relation to User Data and User File Uploads;
(d) comply with any instruction or direction provided in relation to their use of a particular Knowledge Base in the course of their use of the Services; and
(e) be solely responsible for procuring and maintaining its network connections, notably the internet connection, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet.
7 TERMINATION
7.1 On termination of the Agreement for any reason, all licences granted under these End User Terms other than the licence granted under clause 4.2 will immediately terminate, and the User will immediately cease all use of the Service Elements.
7.2 The User acknowledges and accepts that any unused Credits allocated to the Enterprise Customer may expire or be refunded to the Enterprise Customer in accordance with the Agreement. The User has no entitlement to a refund or payment in respect of those Credits.
8 SUSPENSION
8.1 The User acknowledges and agrees that, pursuant to the Agreement, the Licensor may suspend the User’s access to the Service Elements at any time if the conditions specified herein or in that Agreement are not met, including where the Enterprise Customer has no available Credits or other arrangement authorising continued Credit-consuming use, fees are unpaid, or the Licensor reasonably suspects misuse of Credit-consuming features or attempts to circumvent Credit metering. In the event of any such suspension, the User must immediately cease all use of the Service Elements until further advised by the Enterprise Customer.
9 MISCELLANEOUS
9.1 If any provision or part-provision of these End User Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these End User Terms. If any provision or part-provision of these End User Terms is deemed deleted under this clause the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.2 The Licensor may amend the End User Terms from time to time by giving notice to the Enterprise Customer or publishing the amended End User Terms in the Licensor Documentation. The amended End User Terms take effect on the date specified in the notice or, if no date is specified, upon publication (which publication, for the avoidance of doubt, will be deemed effective upon the amended terms being made available at the website referred to in the definition of “Licensor Documentation”). Continued access to or use of the Services after the effective date constitutes acceptance of the amended End User Terms.
9.3 These End User Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these End User Terms it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these End User Terms. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in these End User Terms.
9.4 The User will not, without the prior written consent of the Enterprise Customer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these End User Terms.
9.5 These End User Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of Victoria, Australia and each party irrevocably agrees that the courts of Victoria, Australia, will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these End User Terms or its subject matter or formation (including non-contractual disputes or claims).
Updated: 06.08.26
