Standard Terms

For the use of the OTHR. AI platform (Services) provided by OTHR. AI Pty Ltd (ACN 678 055 644) (we/us/our/Othr. AI). These Terms (Terms) govern the use of the website othr.ai (Website) form the basis of our agreement with you.

1. Acceptance

1.1 Acceptance and Variation

(a) You agree to be bound by these Terms where you access or use the Website. (b) If you do not accept these Terms, you must not access or use any part of the Website. (c) We reserve the right to modify these Terms at any time without prior notice, at our sole discretion. Where there are changes to these Terms that materially impact You, we will provide you with 30 days’ notice before the changes come into effect. (d) By continuing to access or use the Website, you acknowledge and agree to all such modifications. (e) You are responsible for regularly reviewing the Terms to stay informed of any updates. If you disagree with any amendments to these Terms, please discontinue your use of and access to the Website. (f) While Other. AI will make reasonable efforts to inform its members about changes to these Terms through various electronic communication channels such as this does not limit the effectiveness of the above statements. We will use all reasonable efforts to notify you of changes to these Terms where possible. (g) Your use of the Website will always be subject to the most recent version of the Terms available on the Website.

2. Services

2.1 The Website provides a platform for users to browse, purchase, and license AI-generated images, diagrams, illustrations, videos and prompts for the generation of these Assets. 2.2 Licensing options include royalty-free and rights-managed licenses, as specified for each piece of the Assets.

3. User Accounts

3.1 Signing up

(a) To access certain features of the Website, you are required to create an account. (b) If you choose to create an account, you will be required to engage in either: (i) a general model; or (ii) a subscription-based model. (c) You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account.

3.2 Licences

(a) Licenses will be granted as specified for each asset in accordance with these Terms and the Licence tier (available here) purchased by You.

(b) The Licence tiers may be amended from time to time, at our discretions. We will provide you with 90 days notice in the event there is a change to the terms of any Licence tier.

(c) You must not use the Asset(s) in any manner, or for any purpose, other than as prescribed by the applicable Licence tier.

(d) You acknowledge and agree that any unauthorised use of the Asset(s) will entitle us to terminate the licence and invoice you for any outstanding fees, costs or losses incurred as a result of the unauthorised use.

4. Fees

(a) You agree to pay the Fees for the Assets, subject to the relevant licensing tier, using our approved payment methods. (b) When paying for Content using a credit card, debit card, or online payment method, you confirm that you are the authorised user of the payment method and that all billing details provided are correct. By completing your purchase, you give us permission to charge the payment method you've selected for the full purchase amount, including any applicable taxes or fees. (c) All purchases are final and non-refundable.

5. Intellectual property

5.1 Comp Licence

(a) In using the Services, and subject to these Terms, you may be granted comp licenses, which permits the temporary use of the Asset(s) solely for testing, demonstration, or mock-up purposes. This applies to all preview assets, whether watermarked or not. (b) The Comp License period extends for 90 days from initial download, during which time the assets must not be incorporated into final products or publicly distributed materials. (c) Assets under Comp License may not be: (i) modified to remove or obscure any identifying marks or tags; (ii)transferred, sublicensed, or shared with third parties; (iii) used to train other AI models or systems; (iv) stored or archived beyond the 90-day evaluation period (d) We retain the right to modify or revoke Comp Licenses at any time. (e) We do not guarantee the continued availability of any Assets downloaded under an Comp License for future licensing, nor do we guarantee that evaluation assets will remain identical if licensed for full use later. The visual output, specifications, or underlying parameters may change. (f) Any usage of Comp License Assets outside these specified terms is provided without warranty, representation, or indemnification of any kind and does not limit any recourse we may have as a result. (g) Users are responsible for maintaining records of their Comp License usage and ensuring timely deletion of expired evaluation assets. (h) Nothing in these Terms prohibits us from using or licensing our IPR’s in the Assets to third parties, including creating alterations and reproductions of new works where required for the performance of the Services.

5.2 Assets

Unless otherwise specified, in respect of the Assets: (a) we, or our licensors, own all IPR’s in the Assets; and (b) subject to your payment of all amounts owing under these Terms, you are granted a non-exclusive, non-sublicensable license to use the Assets .

5.3 Moral Rights

(a) Where we have provided you with a licence to the Assets and the Assets were: (i) created by us, we irrevocably and genuinely consent, as the author, to any acts or omissions of any person, including you, in connection with the relevant works after the date of the licence, which might otherwise infringe our moral rights, provided such actions are strictly in line with the purposes for which the works were created; and (ii) created by a subcontractor of ours, we will use our best endeavours to obtain and provide to you irrevocably and genuinely given consents from the authors of the works in the same terms as required under sub-clause 4.4(a)(i).

6 Confidentiality, privacy and data security

6.1 Recipient must keep Confidential Information confidential

(a) Each party must: (i) keep confidential all Confidential Information; (ii) only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and (iii) procure that its Personnel comply with sub-clauses (i) and (ii). (b) You agree to: (i) refrain from publicly posting on any online forum, a prompt for the generation of AI generated images, diagrams or illustrations that becomes accessible to you in connection with these terms (Prompt); and (ii) ensure that ‘stealth mode’ is activated when utilising a Prompt on any AI platform.

6.2 Disclosure exceptions

The obligations in sub-clause 6.1 do not apply: (a) to the extent necessary to enable a party to make any disclosure required by law; (b) to the extent necessary to enable a party to perform its obligations under this Agreement; (c) where disclosure is required for any quality assurance or insurance purposes; (d) to the extent necessary to receive professional (legal or financial) advice; (e) to any disclosure agreed in writing between the parties; or (f) in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.

6.3 Privacy

We will: (a) comply with the Privacy Act 1988 (Cth) and any other applicable privacy laws; (b) comply with the terms of our Privacy Policy, that is made available here. and (c) not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause you to breach any Australian privacy law.

7. Disputes

(a) If a dispute (Dispute) arises between the parties, which they cannot resolve, then the party claiming that a Dispute has arisen must deliver to the other parties a notice containing particulars of the Dispute (Dispute Notice). (b) During the period of 14 business days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties to the Dispute (Initial Period), the parties must meet in good faith in an attempt to resolve the Dispute. (c) If the parties cannot resolve the Dispute within the Initial Period then unless they all agree otherwise, they must appoint a mediator to mediate the Dispute in accordance with the rules of the Resolution Institute. The parties must participate in the mediation in good faith. (d) The mediator must be agreed on by the parties within 10 business days after the Dispute Notice is given to the parties and if they cannot agree within that time the mediator will be nominated by the president of the Resolution Institute. (e) The mediation concludes when: (i) all the parties agree in writing on a resolution of the Dispute; or (ii) a party, not earlier than 20 business days after appointment of the mediator, has given 5 business days’ notice to the other parties and to the mediator, terminating the mediation, and those 5 business days has expired without all the parties agreeing in writing on a resolution of the issue.

8. Limitation of liability

(a) Subject to paragraphs (b) and (c), unless otherwise required by Law, our liability for any Loss arising from any breach of the Services Agreement or any issue with the Services or Materials we have provided, in contract, tort or equity (including under the indemnity) are limited to the greater of: (i) the amount paid or due to be paid under this Agreement in a six-month period for our Services (excluding Expenses); and (ii) the amount paid out to us under an insurance policy we hold (less any excess). (b) We will not be liable for Loss you suffer as a consequence of the suspension of our Website pursuant to clause 3.1(d). (c) To the maximum extent permitted by Law, we will not be liable for any Loss you suffer for any loss of profit, loss of goodwill, loss of opportunity and/or special, punitive, indirect or consequential loss or damage incurred by you or any other person whether directly or indirectly related to this Agreement. (d) We are not liable for any loss or damage caused to you by reason of any delay, lack of supply, industrial action, fire, riot, war, embargo, civil commotion, act of God or any other event which is beyond our control. (e) Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us repairing or providing the Goods or Services again or the cost of having the Goods repaired/supplied or Services supplied again.

9. Indemnity

9.1 Mutual indemnity

Each party agrees to indemnify the other against any Loss that may be incurred by us arising from or in connection with: (a) a material breach or default of this Agreement by a party or a person they are responsible for; (b) a negligent act or omission of a party or a person they are responsible for; (c) a failure by a party to comply with any Law; and (d) any Claim made against a party by any third party in connection with the information, material or documents provided to it by the other party.

9.2 Limitation

(a) To the extent that any Claim or Loss occurs as a result of any negligent act or omission caused by the other party, or the other party’s failure to comply with the material obligations of this Agreement, a party’s liability under clause 9.1 will be proportionately reduced. (b) A party who suffers Loss must use reasonable steps to mitigate its Loss. The other party will not be responsible for any Loss to the extent that the injured party could have avoided or reduced the amount of the Loss by taking reasonable steps to mitigate its Loss.

10. Term and termination

10.1 Term

This agreement continues until such time that it is terminated in accordance with these Terms.

10.2 Termination

Either party may terminate at any time by giving 30 days’ written notice to the other party.

10.3 Termination for breach

(a) If either party breaches these Terms or those set out in a Services Agreement and such a breach is capable of rectification, the other party must give the defaulting party written notice requesting that the breach be rectified within 5 business days (Breach Notice). (b) If a breach has not been rectified within 5 business days of the giving of a Breach Notice, the party giving the Breach Notice may terminate this Agreement immediately by notice in writing to the other. (c) If any party breaches a material term and the breach is not capable of rectification, the other party may terminate this engagement immediately by notice in writing to the party in breach.

10.4 Termination for Inactivity

(a) Should your User Account remain inactive for an extended period (longer than 24 months), we reserve the right to terminate your User Account. (b) We will provide reasonable notification to your registered email address prior to any termination for inactivity, giving you the opportunity to maintain your account status.

10.5 Consequences of termination

(a) Termination of a User Account automatically deactivate your login credentials, including your password. (b) You may continue to use the Assets, strictly in accordance with the applicable licence. (c) Termination does not affect any legal or contractual obligations.

11. Notices

Any notice given under or in connection with this engagement: (a) must be addressed to a party’s contact address as shown on the Proposal or as otherwise notified by a party to the other party from time to time; (b) must be: (i) delivered to that party’s address; (ii) sent by pre-paid mail to that party’s address; or (iii) sent by email to that party’s email address. (c) will be deemed to be received by the addressee: (i) if delivered by hand, at the time of delivery; (ii) if sent by post, on the third business day after the day on which it is posted, the first business day being the day of posting; or (iii) if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth).

12. General matters

12.1 Interpretation

In interpreting this document: (a) headings are for convenience only and will not affect interpretation of these Terms; (b) words in the singular include the plural and words in the plural include singular, according to the requirements of the context; (c) a reference to legislation or other law includes delegated legislation and consolidations, amendments, re-enactments or replacements of any of them; (d) a reference to any of the words "include", "includes" and "including" is read as if followed by the words "without limitation"; and (e) terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the Corporations Act 2001 have the meaning given in that Act, unless the context otherwise requires.

12.2 Relationship of parties

Nothing in these Terms gives rise to any relationship of agency, partnership, employment or otherwise between the parties.

12.3 Survival and essential terms

(a) Clauses 1, 4, 5, 6, 7, 8, 9, 10.5 and are taken to survive on an ongoing basis. (b) Clauses 1, 3, 4 and 5 are essential terms of these Terms.

12.4 Assignment

(a) Subject to clause 11.4(b), you cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party. (b) You agree that if we merge or amalgamate with another entity or otherwise sell or dispose of our business, we may assign or novate this Agreement, including all materials, personal information, confidential information and ideas supplied by you, to that other entity, provided that entity agrees to be bound by the stipulations in these Terms or to stipulations equivalent in effect.

12.5 Further assurances

Each party must promptly do all further acts and execute and deliver all further documentation reasonably requested by the other party to give effect to the contemplations of this Agreement.

12.6 Consents

Unless these Terms expressly state otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under these Terms. To be effective any consent under these Terms must be in writing.

12.7 Force majeure

A party will not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay: (a) is caused by a circumstance not within the reasonable control of the party; and (b) could not have been reasonably avoided, prevented or circumvented by the party.

12.8 Waiver

The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the party to be bound by the waiver.

12.9 Jurisdiction

This engagement is governed by the law in force in the State of Queensland and each of us submit to the non-exclusive jurisdiction of the courts of Queensland.

12. 10 Severability

Any provision of these Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the conditions which will remain in force.

13. Acknowledgement

You acknowledge that: (a) you have read, understood and have agreed to be bound by these Terms and and Services Agreement (as applicable); (b) you have received and will retain your own copies of these Terms and our Proposal; (c) you have been informed by us that you should seek independent advice in relation to the Agreement prior to accepting our offer of Services; and (d) Any person that accepts this Agreement on your behalf, represents and warrants to us that they are duly authorised by you to accept this Agreement on your behalf and their acceptance on your behalf is effective to legally bind you to this Agreement.

14. Definitions

In these Terms the following definitions apply: Assets means images, diagrams, illustrations, videos and prompts. Confidential Information means information that is by its nature confidential and: (a) is designated by a party as confidential; (b) is described in the Proposal as confidential; or (c) a party knows or ought to know is confidential, but does not include information that: (d) is or becomes generally available in the public domain, other than through any breach of confidence; (e) is rightfully received from a third person other than as a result of a breach of confidence; or (f) has been independently developed by a party without using any Confidential Information of the other. Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage. Copyright Act means the Copyright Act 1968 (Cth). Claim includes, in relation to a person, a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent. Fees means the amounts payable for the Assets. IPR’s means all intellectual property rights of whatever nature including all rights conferred under statute, common law or equity, including all copyrights, patent rights, trade mark rights (including any goodwill associated with those trade mark rights), design rights and trade secrets together with any documentation relating to those rights but does not include moral rights. Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable. Termination Date means the date that this Agreement is taken to be terminated in accordance with clause 9. User means a person that accesses the Website. User Account means the unique account set up by the User to engage with Assets available on the Website.