Terms of Service

Please read these terms and conditions carefully before agreeing to proceed with your Tinee AI (https://tinee.ai/) Account Registration.

1. Procedure

1.1 Request

By submitting a request to purchase a Subscription on the Website, or by responding to a quote from us, indicating that you would like us to provide any services to you, you warrant that:

(a) you have the legal capacity and are of legal age to enter into a binding contract with us; and (b) you are authorised to use the debit or credit card you provide.

1.2 Your Subscription and Solution

(a) (Solution) The Solution comprises of the AI Agents, Prompt Cards, Triggers, Tools and any agreed Additional Services, to the extent described in your Subscription.

(b) (Scope of Subscription) Your Subscription includes the benefits and limits of your Subscription Tier as set out on our Website and in your Request (as may be varied from time to time by notice to you).

(c) (Subscription Term) Your Subscription will commence on the date we make the Solution available to you (subject to your payment of our Fees), and will continue for the Subscription Term, unless terminated earlier in accordance with these Terms.

1.3 Account

(a) (Account) In order to submit a Request or use the Solution, you may be required to log in, register, and receive an account through the Website.

(b) (Provision of Information) As part of the Account registration process, and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, full name, username, password, billing address, mobile phone number, photos and videos, audio files, profile information, payment details, ratings and reviews, verified identification documents, verified certifications and authentications, and other information as determined by us from time to time.

(c) (Warranties) You warrant that any information you provide to us in the course of completing the Account registration process will always be accurate, truthful, correct, and up-to-date.

(d) (Acceptance) Once you complete the Account registration process, we may, in our sole discretion to your account, elect to accept you as a registered user within the Website and provide you with an Account.

(e) (Cancellation) We may, in our absolute discretion, suspend or cancel your Account for any reason, including any non-compliance with these Terms by you.

1.4 Software

(a) For the duration of the Subscription Term, we grant you a non-exclusive, non-transferable licence to use the Software and Materials for the Solution Uses. If your Subscription Tier on the Website does not specify the Solution Uses, your licence to use the Solution under this clause will be limited to one (1) use (the Solution Uses shall be one (1)).

(b) From time to time, in our absolute discretion, we may release enhancements to the Software, where “Enhancement” means any upgraded, improved, modified or new version of the Software. Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause occasional downtime or delays from time to time, and no credit will be offered for such downtime.

2. Services

2.1 Services

We will provide to you:

(a) the Hosted Services and Support Services, as set out in your Subscription, or as otherwise agreed between us in writing from time to time; and

(b) Additional Services from time to time, as set out in any accepted Request by us.

2.2 Client Obligations

You agree to:

(a) provide us with all material, information, and assistance that we reasonably require to perform the Services; and

(b) provide us with access to any third-party or other accounts you use (including login and password details), as reasonably required by us to perform the Services.

2.3 Client Material

(a) You warrant that all information, materials, and other Material you provide to us for the purpose of receiving the Services is complete, accurate, and up to date.

(b) You indemnify us from all liability in respect of any loss or damage arising out of or in connection with the Services, to the extent that such loss or damage was caused or contributed to by incomplete, inaccurate, or outdated information, materials, or any other Material provided by you.

2.4 Service Review

If you review and approve a Service, this will constitute an acceptance of responsibility for any errors and omissions in that Service (e.g., in any advertising material we prepare for you). We will use our best endeavours to ensure that there are no such errors or omissions.

2.5 Collection Notice and Privacy

(a) We collect personal information about you in order to provide the Solution, to contact and communicate with you, to respond to your enquiries, and for other purposes set out in our Privacy Policy.

(b) Our Privacy Policy contains more information about how we use, disclose, and store your information, and details how you can access and correct your personal information.

3. Fees and Payment

3.1 Fees

You agree to pay the Fees in the amounts and at the times set out in the Subscription, as described in your Subscription Tier or as otherwise agreed in writing. The Fees may be changed from time to time and will be applicable to the next full billing cycle following notice to you. Subscriptions automatically renew each billing cycle unless cancelled under Clause 4.

3.2 Subscription Fees

You must pay us the Subscription Fees in the amounts and at the times set out in your Subscription, or as otherwise agreed in writing. Where your Subscription includes Actions, those Actions will be available for use during the Subscription Term in accordance with your Subscription Tier. Where you purchase Provider Credits, those Provider Credits are prepaid credits for the use of third-party AI models. The Provider Credits will remain valid indefinitely as long as you maintain an Active Subscription, but will expire immediately upon termination, cancellation, suspension, deletion of your Account at your request, or our termination of your Account or Subscription for breach of these Terms (including, but not limited to, for any non-payment of any money due by you under these Terms or otherwise). Furthermore, to the extent we cease to offer any Services in relation to any Credits, then you may also lose your entitlement to those Credits in relation to the ceased Services.

3.3 Late Payment

We reserve the right to suspend the whole or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 4.

3.4 No Refunds for Change of Mind

Our Fees are non-refundable if you change your mind.

3.5 GST

Unless otherwise indicated, the Fees do not include Goods and Services Tax (GST). In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

3.6 Card Surcharge

We reserve the right to charge a credit card surcharge in the event that payments are made using a credit card, debit card or payment card (including Visa, MasterCard or American Express).

3.7 Provider Credits Disclaimer

The Provider Credits are costed at cost price and we do not apply any mark-up or surcharge. We do not guarantee the continued availability or pricing of any third-party models. Where you choose to connect your own API keys, you are responsible for all fees charged by the third-party provider, and we are not liable in relation to those fees.

3.8 Provider Credits are not Currency, Not Refundable or Transferable

Provider Credits and Actions are not legal tender, currency, or store of value, and have no cash or monetary value. They cannot be redeemed for cash, refunded, transferred, or used to offset or pay Subscription Fees or any other monies owed to Tinee AI. Provider Credits are merely a unit of measurement for model usage via the Solution and have no monetary or other value and cannot be sold, shared, or assigned to any other person or entity.

4. Cancellation of Your Subscription

(a) You may cancel a Subscription by giving us notice. Your Subscription will end in the current billing cycle, and you will be charged for that billing cycle.

(b) Your licence to use the Service under these Terms will extend to the end of the current billing cycle to ensure you have the opportunity to retrieve all data you may require from the Software. Once the current billing cycle ends, we will have no further obligation to store or retain any User Data, and you indemnify us against any loss or damage that may arise from our failure to retain any User Data or other Material after that time. Any unused Actions or Provider Credits will automatically expire upon the cancellation or termination of the Active Subscription, and are non-refundable.

(c) Your access to the Solution will be revoked at the end of the relevant billing cycle in which you give notice of cancellation of the Subscription.

(d) We may cancel your Subscription immediately at any time. If we cancel your Subscription under this clause 5, where you have not breached any of these Terms, we will refund you a pro-rata amount of the Subscription Fees, corresponding to the remainder of the period for which you will not have access to the Subscription as a result of our cancellation. Any remaining Actions and Provider Credits will also automatically expire.

5. Upgrades and Downgrades

(a) You may notify us that you wish to upgrade or downgrade your Subscription at any time. If you do, we will: (i) take reasonable steps to promptly provide you with access to the new Subscription; and (ii) upon providing such access, apply the new, relevant Subscription Fees, in the billing cycle immediately following the cycle in which your access to the new Subscription Tier is provided, and you will be charged the new Subscription Fees in that next cycle.

(b) For the avoidance of doubt, if you elect to downgrade your Subscription, the new Subscription Fees will take effect at the beginning of the next billing cycle, unless we notify you otherwise. We typically do not pro-rata charge on downgrades between billing cycles, however we reserve the right to do so from time to time.

(c) If you elect to downgrade your Subscription, you acknowledge and agree that we are not liable for, and you indemnify us against any claims in relation to, any loss of content, features or capacity, including any Client Data. For clarity, previously purchased Provider Credits will remain valid after a downgrade as long as your Subscription remains active.

6. Obligations

6.1 Your Obligations

(a) You must, and must ensure all Users, comply with these Terms at all times. You accept and agree that we will not be liable for any damage, loss, or expense incurred in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us against any such damage, loss or expense.

(b) You must not, and must not encourage or permit any Users, Personnel or any third-party, without our prior written consent: (i) upload any material that is inappropriate, offensive, illegal, pornographic, sexist, homophobic or racist when using the Software; (ii) upload any material which is owned or copyrighted by a third-party; (iii) copy the Material or Software; (iv) adapt, modify, or tamper in any way with the Software; (v) remove or alter any copyright, trademark, or other notice on or forming part of the Software or Material; (vi) act in any way that may harm our or our related parties' reputation or do anything contrary to our or the Solution's interests; (vii) use the Software in a way that infringes the Intellectual Property Rights of any third-party; (viii) create derivative works from or translate the Software or Material; (ix) publish or otherwise communicate the Software or Material to the public, including by making it available online or sharing it with third-parties; (x) sell, loan, transfer, sub-licence, hire out or otherwise dispose of the Software or Material to any third-party; (xi) decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code; (xii) attempt to circumvent any technological protection mechanism or other security feature of the Software; or (xiii) allow use of the Solution outside of the Solution Uses.

(c) We may suspend or cancel your Account, revoke access to the Solution and immediately expire any remaining Provider Credits or Actions if you breach these Terms.

(d) If you become aware of any person misusing your Subscription, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or forms provided on our Website.

6.2 User Obligations

You agree, and you must ensure all Users agree to:

(a) comply with all of your obligations in these Terms;

(b) not threaten, harass, impersonate, stalk, bully or endanger any other User or distribute unsolicited commercial content, spam, bulk content or harassment in connection with the Solution;

(c) not upload any material that is inappropriate, offensive, illegal, pornographic, sexist, homophobic or racist when using the Solution;

(d) register for a new Solution account (User Account) to use the Solution;

(e) not share your User Account with any other person;

(f) not use the Software for any purpose other than the purpose of the Software, which is to build and deploy AI chains, to be used by Users (the Purpose);

(g) not integrate the Software with third-party data or Software, or make additions or changes to the Software (including by incorporating API into the Software) outside of the Purpose;

(h) not share your User Account information (including your Account information), including login details or passwords, with any other person and use of the User Account or Account by any person other than the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your User Account, Account, password or email, or any other breach or potential breach of the Solution's security;

(i) not use the Solution for any purpose other than for which it was designed, including that you must not use the Solution in a way that is unlawful or fraudulent or facilitates unlawful or fraudulent activity (including requesting or accepting a job that comprises unlawful activities or purposes);

(j) not use the Solution in a way that infringes the Intellectual Property Rights of any third-party;

(k) not act in any way that may harm our or our related parties' reputation or do anything contrary to our or the Solution's interests;

(l) you must not make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary, or modify the Solution without our express written consent;

(m) that we may change any feature of the Solution at any time on notice to you;

(n) that the information provided to you through the Software, by us or other Users, is general in nature and we are not liable for anything caused by any action you take in reliance on that information; and

(o) that we may cancel your Account, or any User's, at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 7.

6.3 Hosted Services

We will host the User Data you upload to the Software using a third-party hosting service of our choosing (the Hosted Services), subject to the following:

(a) (location of hosting) we may use hosting servers to host the Software via cloud-based services, and may be other locations outside of Australia, unless otherwise agreed in writing.

(b) (quality of service) While we will use our best efforts to select a suitable hosting provider, we do not guarantee that the Hosted Services will be error-free or defect-free or that the User Data will be accessible or available at all times.

(c) (backup & restore) In the event of any loss of User Data due to system failure (e.g. database or web server corruption), we cannot guarantee that any backup will be available, or if available, that such backup will be error-free or defect-free.

6.4 Support Services

If the Solution includes us providing you with support, as is required to resolve technical issues with the Software (Support Services), unless otherwise specifically agreed in writing:

(a) We will take reasonable steps to provide the Support Services as required. You should first endeavour to resolve any issues with the Software yourself, and we will not support issues that are outside of our reasonable control.

(b) You are responsible for all internal administrative work and access management, including keeping a backup of passwords and supporting your Personnel to access and use the Software.

(c) You will have no claim for delayed access to your Software as a result of any failure or delay in the Support Services.

7. Posted Material

7.1 Warranties and Indemnity

(a) By providing or uploading any information, Material or other content in connection with the Software (Posted Material), you represent and warrant that, and must ensure all Users give equivalent representations and warranties: (i) you are authorised to provide the Posted Material (including being authorised to provide any services you represent that you provide); (ii) the Posted Material is free from any malicious, discriminatory, defamatory or untrue implication and does not contain any offensive or explicit material; (iii) the Posted Material does not contain any material that may harm our or our related or interested parties' reputations; (iv) the Posted Material is not "passing off" any product or service and does not constitute unfair competition; (v) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trade mark, business name, patent, Confidential Information or any other similar proprietary right, whether registered or unregistered, anywhere in the world; (vi) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and (vii) the Posted Material does not violate or infringe any applicable Laws.

(b) You indemnify us from all damages, losses, costs, and expenses incurred by us arising in connection with any third-party claim that the Posted Material infringes the Intellectual Property Rights of any third-party.

7.2 Removal

(a) The Software acts as a passive channel for the online distribution of Posted Material and has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from the Solution at any time without providing any explanation or justification for the removal of the Posted Material, including where we determine that the Posted Material infringes, or is reasonably likely to infringe, a third-party's Intellectual Property Rights.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

8. Intellectual Property and Data

8.1 Infringing Content on Software

(a) If you notice any Posted Material, or other Material, on the Software that infringes any person's Intellectual Property Rights, or is reasonably likely to, please contact us immediately.

(b) If you submit a complaint to us under clause 9.1(a): (i) you warrant that the content of the complaint is accurate, truthful and relates to copyright infringement; (ii) you acknowledge and agree that groundless threats of legal proceedings relating to copyright infringement may be prohibited by applicable law (e.g. the Copyright Act 1968 (Cth), or equivalent laws wherever you are located); and (iii) you agree to indemnify Tinee AI in relation to any loss or damage that may arise in connection with your complaint, including in relation to any third-party claim that the complaint contained a groundless threat.

8.2 Software Content Intellectual Property

(a) (Our Ownership) We retain ownership of all material provided to you during your Subscription in relation to the Software (including text, graphics, logos, designs, icons, images, sound and video recordings, pricing, downloads and software) (the Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us which are not expressly granted to you.

(b) (Licence to you) You are granted a licence to use the Software Content, for the Solution Uses, and you may make one temporary electronic copy of the Software Content for the sole purpose of viewing and using it for the purposes of the Software. You must not otherwise copy, transmit, adapt, distribute, sell, modify or publish any Software Content without our prior written consent or as permitted by Law.

8.3 Client Data

Our Rights and Obligations

(a) You grant us (and our Personnel) a non-exclusive, royalty-free, transferable, worldwide, and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution and to improve the Solution.

(b) We will: (i) establish, maintain, enforce, and continually improve safety and security procedures and safeguards against unauthorised use, destruction, loss or alteration of Client Data; (ii) not make any undocumented, unreported or unauthorised configuration changes to our systems or to the security controls protecting the Client Data Confidential Information, if those changes will materially diminish the safeguards afforded to the Client Data; and (iii) notify and keep you informed at all times of our current safety and security procedures and safeguards implemented from time to time.

(c) We reserve the right to remove any Client Data at any time, for any reason, including where we deem the Client Data to be inappropriate, offensive, illegal, pornographic, sexist, homophobic or racist. Your Obligations and Grant of Licence to Us

(d) You are responsible for ensuring that: (i) you only share Client Data with intended recipients; and (ii) all Client Data is appropriate and non-offensive.

(e) You: (i) warrant that our use of the Client Data will not infringe any third-party Intellectual Property Rights; and (ii) indemnify us against all losses, claims, costs, damages, and liabilities (including any tax, fee, or penalty) arising from that infringement.

9. Third Party Software, Terms & Conditions

9.1 Third Party Terms

(a) You acknowledge and agree that the terms & conditions of third-party goods or service providers (Third Party Terms), including those listed below, may apply to your use of the Solution from time to time (including in respect of any Additional Services) and you agree to the Third Party Terms.

(b) We will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(c) You must immediately notify us if you do not agree to such Third Party Terms and if you do not agree to any Third Party Terms, this may affect our ability to meet any agreed Service delivery schedule.

(d) Where you connect your own third-party API keys (e.g., to access third-party AI models), you are solely responsible for all usage, costs, and compliance with any applicable third-party terms. We will not be liable for any loss or damage arising from your use of such third-party API keys, and the Fees payable by you to us will not be reduced or refunded in relation to such use.

9.2 Third Party Software Integration

(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated with each other. We cannot guarantee that the integration processes between the Software and other software programs will be free of errors, defects, or delays.

(b) You agree that we will not be responsible for the functionality of any third-party request or service, including any third-party software, or the functionality of the Software if you integrate it with third-party software, or alter or extend the Software, including by adding or altering the Software code, and including by incorporating API into the Software.

10. Confidentiality and Privacy

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its employees, agents, contractors or affiliated companies, to use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

(b) You agree to our Privacy Policy, located on our Website, and which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.

(c) Each party must promptly notify the other party if it becomes aware of any actual, suspected or potential loss, misappropriation or unauthorised access, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of any Confidential Information.

(d) The notifying party must investigate each actual, suspected or potential Security Breach and assist the other party in connection with any related investigation.

11. Liability

11.1 Warranties

(a) We warrant that the Software, when used in accordance with this Agreement and the Material, will comply in all material respects with the Material.

(b) You acknowledge and agree that to the extent the Solution is provided to you free of charge, the Solution is provided on an “as is” basis and we do not provide any warranties in respect of the Solution.

(c) Where we provide the Solution, other than as required by law, we do not make any representation or warranty that the Solution is reliable, suitable or complete. In particular, we do not represent or warrant to you that: (i) your use of the Solution will meet your requirements; (ii) your use of the Solution will be uninterrupted, timely, secure, or free from error; (iii) any information provided through the Solution will be accurate or reliable; (iv) defects in the operation or functionality of any part of the Solution will be corrected; or (v) the Solution will be free of viruses or anything else that may harm any device used to access the Solution or any data on such device.

(d) To the maximum extent permitted by applicable law, all warranties, conditions and representations about the Solution (whether express or implied) are excluded, including any warranties, conditions and representations as to merchantability, fitness for a particular purpose, title, and non-infringement of third-party rights.

(e) Without limiting the foregoing, we do not make any warranties or representations as to the accuracy or completeness of any content or information provided through the Solution, including any Posted Material or information provided by other users of the Solution.

11.2 Limitation of Liability

(a) To the maximum extent permitted by applicable law, our total liability arising out of or in connection with the Solution or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the total Fees paid by you to us in the 3 months immediately prior to the event giving rise to the liability.

(b) Notwithstanding anything to the contrary, to the maximum extent permitted by applicable law, we will not be liable for, and you waive and release us from any liability for, any: (i) consequential loss; (ii) loss of profit; (iii) loss of business opportunity; (iv) loss of revenue; (v) loss of savings; (vi) loss of data; or (vii) indirect loss.

(c) The exclusions and limitations in this clause 12 will apply whether or not we have been informed of or should have known of the possibility of such losses.

(d) You agree to indemnify us, and keep us indemnified, against any and all claims, liabilities, losses, damages, costs or expenses (including legal costs on a full indemnity basis) arising from or in connection with: (i) your use of the Solution; (ii) any breach of these Terms by you; (iii) any act or omission of you, your Personnel or your Users; or (iv) any Posted Material uploaded by you.

Tuyệt vời, đây là bản dịch tiếng Anh cho các điều khoản và điều kiện còn lại:

12. Cancellation, Disputes and Termination

12.1 Disputes

(a) A party requiring resolution of a Dispute must give written notice to the other party containing reasonable details of the Dispute and the proposed solution.

(b) The parties must meet (whether in person, by telephone or video conference) within 10 Business Days of the notice under clause 13.1(b) to seek to (in good faith) resolve the Dispute.

(c) If the parties cannot resolve the Dispute within 20 Business Days of the meeting under clause 13.1(c), either party may refer the Dispute to mediation administered by the Australian Disputes Centre.

(d) If the Dispute is not resolved within 30 Business Days after referral to mediation, either party may commence legal proceedings in relation to the Dispute.

12.2 Termination by Us

(a) We may terminate these Terms or your Subscription immediately by giving notice to you if: (i) you breach these Terms and fail to remedy that breach within 10 Business Days of receiving notice requiring you to do so; or (ii) you experience an Insolvency Event.

(b) We may also terminate these Terms or your Subscription at any time by giving 30 days’ prior notice to you. If we do so, and you are not in breach of these Terms, we will refund you a pro-rata amount of any prepaid Subscription Fees for the period following termination, but you will receive no refund for any outstanding Provider Credits of yours.

12.3 Termination by You

(a) You may terminate these Terms or your Subscription immediately by giving notice to us if: (i) we breach these Terms and fail to remedy that breach within 10 Business Days of receiving notice requiring us to do so; or (ii) we experience an Insolvency Event.

(b) If you validly terminate these Terms under this clause 13, you will be refunded any prepaid Subscription Fees for the period following termination, but you will receive no refund for any outstanding Provider Credits of yours.

13. Force Majeure

(a) We will not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure is due to a Force Majeure Event.

(b) If a Force Majeure Event lasts for a period of 30 days or more, either party may terminate these Terms by giving written notice to the other party.

(c) For the purpose of this clause, “Force Majeure Event” means any event or circumstance beyond our reasonable control, including but not limited to fire, storm, flood, earthquake, epidemic, pandemic, explosion, war, terrorism, sabotage, embargo, labour dispute or shortage, riot, civil commotion, governmental intervention, order or law, or failure of a utility service, telecommunications network or transport network.

14. Notices

(a) A notice or other communication given under these Terms must: (i) be in writing and in the English or Vietnamese language; and (ii) be sent by email to the last notified email address of the recipient.

(b) A notice or other communication is deemed to have been received if: (i) delivered by hand, at the time of delivery; (ii) sent by post; or (iii) sent by email, subject to no automated message being received that the email has not been delivered, within 24 hours of being sent.

15. General

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

15.2 Waiver

A waiver of any right, power or remedy under these Terms must be in writing and signed by the party granting it.

15.3 Severance

If any provision of these Terms is found to be invalid or unenforceable, the provision will be severed from these Terms and the remainder will continue in full force and effect.

15.4 Assignment

You must not assign, transfer or novate any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or novate any of our rights or obligations under these Terms without your consent.

15.5 Entire Agreement

These Terms comprise the entire understanding between the parties and supersedes all prior agreements, representations or understandings.

15.6 Interpretation

In these Terms:

(a) words in the singular include the plural and vice versa;

(b) references to “including” and similar expressions are not words of limitation;

(d) references to a clause are references to the clauses in these Terms.