Welcome to Decise. These Terms of Use (“Terms”) apply to your (“you” or “your”) use of Decise's decision support platform (the “Service”). By using the Service, you agree that these terms will become a legally binding agreement between you and the Decise AI Pty Ltd identified in these Terms (“Decise”).

1. Overview

a. Using Decise. Decise is a decision support platform that empowers people to make better decisions by using our structured approach, AI dashboards, collaboration features and decision making workflows. When you use the Service, you have the option to upload your own content (“User Content”), such as videos, images, and files, which you have full control and responsibility over. The Service is made available on decise.ai. Your use of the Service is subject to these Terms. By using the Service you acknowledge and agree to Decise's Privacy Policy. You may use the Service only if you can form a binding contract with Decise and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.

b. Signing up with a managed email address. If you sign up for the Service using an email address associated with your employer or another organization (“Admin Entity”), (i) you represent and warrant that you have the authority to bind the Admin Entity to these Terms; (ii) your use of the Service will bind your employer or the organization to these Terms; and (iii) “you” and “your” in these Terms will refer to both you and the Admin Entity. The Decise account you create using an email address associated with an Admin Entity will be an “Administrator Account”.

If you’ve signed up for the Service using an Administrator Account, at the Admin Entity’s request, Decise may:

- share your email address, name and account information with your Admin Entity; and

- deactivate your account under the instruction of the Admin Entity.

If your Administrator Account is controlled by an Admin Entity, the Admin Entity may request you to add another Administrator and, if necessary, remove you as an Administrator.

As an Administrator you can:

- appoint and remove other Administrator;

- modify and manage billing settings;

- access restricted decisions to make certain changes such as assign Appointers; and

- delete the Admin Entity's account.

c. Decise Teams. Our Decise plans are intended for teams, businesses and organizations of all sizes who want to work and decide together. If you create an account on behalf of an organization or employer, you are binding them to these Terms and all the obligations set out in them. If they haven’t authorized you to do this, you’ll need someone who is authorized to create the account.

2. Using the Service

a. Access to the Service. Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Decise reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code.

b. Restrictions on Use of the Service. You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or your User Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of building or marketing a competitive product; (iv) use the Service to store or transmit a virus or malicious code; (v) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for any purpose (including but not limited to AI, machine learning, and data science purposes); or (vi) bypass the measures we may use to prevent or restrict access to the Service.

3. Security and Data Privacy

a. Information Security. Decise implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure.

b. Data Privacy. If you are a Decise Personal or Decise Organisation user, Decise's Privacy Policy applies to the personal data that Decise collects, uses, transfers, discloses and stores about your accounts, use of the Service and User Content. Where required by applicable law, including the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK GDPR, or the California Consumer Privacy Act (CCPA), Decise shall comply with such data privacy laws.

4. Decision and Dashboard

a. User Content. You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Decise, you own all right, title and interest in and to your User Content. You grant Decise a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. When you upload content to Decise, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your content, but we do need you to give us certain rights to store it and have it ready for you to use in your decisions.

You agree that if you opt-in to do so by creating a Decise account, Decise, its affiliates, and its third party service providers that enable functionality within the Service may use your User Content to develop, improve, and provide the AI products and services, including through the use of machine learning technologies. When you upload content to Decise, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your content, but we do need you to give us certain rights to store it and have it ready for you to use in your dashboards.

b. Decisions. Your Decisions include your User Content. You retain ownership of your User Content however Decise retains ownership of the structured Decision Sets.

c. Sharing your Decision with External Participants. You may invite external Participants to access your Decisions within the Service. Decise maintains no responsibility in relation to what occurs by that Participant. All Participants are bound by these same Terms.

5. Use of AI Dashboards

Decise incorporates the use of artificial intelligence (AI) technologies to assist in generating insights, perspectives, and indicators within its decision-making dashboard. These AI-generated outputs are intended to serve solely as informational aids and should not be interpreted as definitive advice or relied upon as the sole basis for any decision-making. The AI functionality does not, and is not intended to, replace human judgment, professional advice, or due diligence.

To the fullest extent permitted by law, Decise and its related entities, officers, employees, agents and contractors expressly disclaim all liability for any loss, damage, cost, or expense incurred (whether direct or indirect) arising from any inaccuracy, incompleteness, or reliance on AI-generated content or any decisions made based on such outputs.

You acknowledge and agree that you are solely responsible for reviewing, assessing, and determining the relevance, accuracy, and applicability of any information generated through the platform, and for making your own independent decisions accordingly.

6. Billing

Decise offers a free and paid Service. You can learn more about Decise’s various subscription offerings here. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase. If you are on a paid Decise plan, the original Administrator will be considered the Account Holder for billing purposes, however all Administrators are collectively responsible for payment of subscription fees.

a. Subscriptions and Renewals. If you are subscribing to a Decise paid plan, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You will not be notified of the auto-renewal. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

b. Pricing for Additional Users. If you are on a Decise paid plan, you are billed based on the number of Members in your account on your billing anniversary date. When you add Members to the account, you will be billed for them immediately. In your next bill, this newly added Member will be part of the total count of Members for billing purposes. If you remove a Member during the billing cycle, you will not receive a refund or credit for removing members from your account that have already been paid for. Your next billing cycle payment will simply not have this removed Member, when the system performs the total Member count. The applicable “Billing Date” is as follows: (i) if you are on a monthly subscription, the date of your next monthly renewal; (ii) if you are on an annual subscription, 12 months after the start date of your subscription.

c. Taxes. Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Decise, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.

d. Cancellation. You can stop using the Service and/or cancel your subscription at any time via your account subscription settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.

e. Free Trials. Decise offers a free trial to allow you to try our Service. Decise reserves the right to set eligibility requirements and the duration for free trials. At the end of your free trial, Decise will prompt you to select a paid plan and attempt to charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. Your access to the Service will cease if you do not enter into a paid subscription at the end of the trial period.

f. Changes to Pricing. Decise reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.

g.Billing Communications. You agree that Decise may contact you at any time by email, push notifications, or other method with information relevant to your subscription, billing, and use of the Service.

7. Decise’s Intellectual Property

Except as expressly set out in these Terms, all intellectual property rights in and to the Service remain the sole property of Decise. You assign to Decise any suggestions, ideas, enhancement requests, or other feedback you provide to Decise relating to the Service or Decise’s products. Deicse owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products. We get great ideas about how to improve Decise from our users. If you share feedback or ideas with us, you’re letting us use that information to improve Decise, and we own any of those improvements we make.

8. Warranty Disclaimer

The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, Decise, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Decise does not warrant that your use of the Service will be uninterrupted or error-free. Decise does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves transmission of your data over networks that Decise does not own, operate, or control, and that Decise is not responsible for any of your data lost, altered, intercepted or stored across such networks. Decise will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside Decise’s reasonable control.

We offer the Service as-is and can’t be responsible for things outside of our control.

9. Third Party Services

You may elect to use the Service in conjunction with third-party websites, platforms or apps (including, but not limited to, apps such as xero.com) (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Decise makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.

10. Your Indemnity Obligations

You agree, to the extent permitted by law, to defend, indemnify and hold harmless Decise and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Content.

11. Limitation of Liability

In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 USD or (ii) the subscription fees paid by you to Decise during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

Decise is not responsible for, and assumes no liability for, the contents of User Content.

This clause is intended to preserve any rights you may hold under applicable consumer protection laws, including the Australian Consumer Law (ACL), or equivalent laws in your jurisdiction. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.

12. Term and Termination

a. Term. These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using Decise’s free offering, when your account is deleted or terminated.

b. Violations. If Decise, in its reasonable discretion, determines that you or your use of the Service or your User Content violate these Terms, the Section entitled ‘Restrictions on Use of the Service,”, Decise may take one or more of the following actions: (i) suspend your access to the Service; (ii) terminate and delete your account along with all User Content associated with that account (iii) permanently ban you from using the Service; and/or (iv) disclose the prohibited User Content to appropriate government authorities.

If you break the rules, we have the right to remove you and everything in your account from the Service.

c. Effect of Termination. In the event of termination of your subscription for cause due to default by Decise, Decise shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.

Upon any expiration or termination of your Subscription, you must cease using the Service. You will lose access to your User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of Your Subscription. User Content included in any Decision will continue to be available for two months after the expiration of Your Subscription, after which point it will be permanently erased. Unless your account was terminated due to a Violation, you can re-subscribe to a paid plan to gain access over that User Content at any time. If your account has been terminated due to a Violation, you may not create a new account on any Decise Service unless you receive Decise’s written permission.

d. Survival of Terms. Sections titled “Term and Termination,” “Billing,” “Decise’s Intellectual Property,” “Limitation of Liability,” “Your Indemnity Obligations,” and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.

13. Miscellaneous

a. Compliance with Applicable Law. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Decise agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.

b. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Victoria, Australia without regard to any conflict of laws provisions.

c. Export Restrictions. The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Decise from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.

If you are accessing the Service from a jurisdiction outside of Australia, you do so at your own risk and are responsible for compliance with local laws. These Terms are written in English and governed under the laws of the State of Victoria, Australia.

d. Dispute Resolution. If you have a dispute arising out of these Terms, please contact us first at [email protected], and we will make reasonable efforts to work with you in good faith to resolve the matter promptly and amicably. If we are unable to resolve the dispute directly, you and Decise agree that any dispute, claim, or controversy arising out of or in connection with these Terms or the Services (a "Claim") shall be referred to and finally resolved by binding arbitration administered by the Resolution Institute (or its successor) in accordance with its Arbitration Rules, which are deemed to be incorporated by reference into this clause. The arbitration will be conducted in Melbourne, Victoria, or by videoconference if both parties agree. Each party will bear its own legal costs, subject to any award on costs by the arbitrator.

Nothing in this clause prevents either party from seeking injunctive or equitable relief in the courts of Victoria, Australia, where such relief is necessary to prevent the actual or threatened infringement, misuse, or unauthorised disclosure of that party’s data, intellectual property rights, or other confidential or proprietary information. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless otherwise agreed, the arbitrator or court must not consolidate more than one party’s Claims.

You agree that by entering into these Terms, you and Decise each waive any right to a jury trial or to participate in a class action. These Terms are governed by the laws of the State of Victoria, Australia, and you agree to submit to the exclusive jurisdiction of the courts of that State.

e. Decise Entity. The Decise entity contracting with you under these Terms and the address to which you should send legal notices to is:

The Decise entity entering into these Terms is Decise AI Pty Ltd.

Legal notices should be sent to 8 Prior Road, Malvern East, VIC 3145

f. Purchasing through a Reseller. If You purchase the Service through an authorized distributor or reseller (“Reseller”) these Terms apply to your use of the Service unless you have entered into a separate agreement with Decise for such use. Billing will still be managed by Decise. Resellers are not authorized to make any representations or commitments on Decise’s behalf and, unless otherwise agreed via a mutually executed agreement between You and Decise, Decise is not bound to any obligations other than those set forth in these Terms.

g. Assignment.You may not assign these Terms or any of your rights under these Terms without Decise’s consent except to any successor by way of a merger, acquisition, or change of control. Decise may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.

h. Headings and Explanations. Headings used in these Terms and the explanatory boxes are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.

i. Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.

j. Waiver. Decise’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Decise’s ability to enforce any provision thereafter.

k. Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means.

l. Changes to these Terms. We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on decise.ai . We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.

m. Changes to the Service. Decise may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Decise discontinues the Service you are using during your subscription, Decise will migrate or make available to you a substantially similar service provided by Decise (if available) and if it’s unable to do so, Decise will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.

n. Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and Decise with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Decise, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.