Legal
Terms and Conditions.
1. General
- 1.1 These End User Terms and Conditions (End User TCs) are between You (as a User) and means Dexterous AI Pty Limited (ACN 680 070 455) (‘dexIQ’ or ‘our’ or ‘we’) and governs the use of the Platform and Services offered by dexIQ.
- 1.2 dexIQ is in the business of providing AI-enabled accounts payable automation, and financial workflow solutions, including invoice capture and processing, supplier and tax-compliance verification, inbox and workflow management, financial insights and related tools, which is licensed to You under these End User TCs.
- 1.3 Any Service description displayed on the Platform is incorporated into these End User TCs by reference. In the event of inconsistency, these End User TCs prevail.
- 1.4 By using, browsing and/or reading the Platform, this signifies that You have read, understood and agree to be bound by these End User TCs. If You do not agree with these End User TCs, You must cease usage of the Platform or any of the Services immediately.
2. Registration
- 2.1 To access the Platform and Services, You must provide only the essential information required for account creation and access control, including Your name, email address, organisation (if applicable), and role. dexIQ will not require detailed personal, tax, or bank information unless strictly necessary for billing or compliance purposes.
- 2.2 You must promptly notify dexIQ of any material changes to the information provided that affect Your access to or billing for the Platform or Services
- 2.3 You may not use the Platform and procure the Services if:
- (a) You are not of legal age to form a binding contract with dexIQ; or
- (b) You are a person barred from receiving the Services under the laws of Australia or other countries, including the country in which You are resident or from which You use the Services, or are subject to any applicable sanctions or export control restrictions.
3. Your Obligations as a User
- 3.1 As a user of the Platform, in addition to clause 6, You agree to comply with the following:
- (a) You will use the Platform and any Services only for purposes that are permitted by:
- (i) these End User TCs;
- (ii) policies, procedures and/or guides that may be made available by dexIQ via the Platform from time to time; and
- (iii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
- (b) You are responsible for all costs and expenses associated with downloading, installing, running, accessing or using the Platform and Services You purchase, including, without limitation, any costs associated with computing hardware, maintenance, server and data storage and internet access;
- (c) You warrant and represent that all information and documentation provided as part of any identity verification is true and correct;
- (d) You warrant and represent that You have full authority to give the representations in these End User TCs and otherwise are authorised to act as a representative of any third-party (including, if applicable, Your employer or principal contractor);
- (e) You have sole responsibility for protecting the confidentiality of Your Account details (including the password and/or email address);
- (f) any use of Your Account information by any other person, or third parties, is strictly prohibited. You agree to immediately notify dexIQ of any unauthorised use of Your password or email address or any breach of security of which You have become aware;
- (g) You must immediately notify dexIQ of any changes to Your Account, including Your eligibility to continue using the Platform and/or receive the Services which may be (if applicable) pursuant to Your engagement or employment terms;
- (h) You must immediately cease using the Platform and/or receive the Services in the event that the terms of Your engagement or employment, which permitted the use of the Platform and/or receipt of the Services, are severed or terminated;
- (i) You must not expressly or impliedly impersonate another user or use the profile or password of another user at any time;
- (j) Your Data will always be accurate, correct and up to date and You will maintain reasonable records of Your Data;
- (k) You agree not to harass, impersonate, stalk, threaten another user of the Platform (where interaction with other users is made available to You);
- (l) You agree not to broadcast, publish, upload, transmit, post or distribute on the Platform abusive or objectionable content, including but not limited to discriminatory, racist, pornographic, threatening or abusive material;
- (m) access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by You;
- (n) You will not use the Platform for any illegal and/or unauthorised use which includes collecting email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform;
- (o) You will not use the Platform in connection with or for any unauthorised use such as the collection of images, videos or data from the Platform for any use not otherwise authorised by dexIQ;
- (p) You acknowledge and agree that any automated use of the Platform (including via bots, crawlers, scrapers or other automated tools or services) or the Services is prohibited, except to the extent expressly permitted in writing by dexIQ.
- (a) You will use the Platform and any Services only for purposes that are permitted by:
- 3.2 You must not tamper with or hinder the operation of the Platform or Services, nor transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Platform or via the Services.
- 3.3 You must not perform any penetration testing upon the Platform or perform any testing of the Platform in order to determine and/or assess its capacity.
- 3.4 The Customer User must keep records of its encrypting keys. The Customer User has the sole responsibility to make sure encrypting keys are kept in a safe and secure place. dexIQ shall not be liable for any damages (including damages for inability to restore backup data or the disclosure of confidential information) resulting from loss/corruption/compromise of these keys.
- 3.5 Breach of this clause 3 may result in immediate termination or suspension of the User Licence without liability.
4. User Licence
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4.1 Upon the earlier of:
- (a) Your organisation or the applicable Customer User procuring the Services via the Platform or under a separate agreement with dexIQ;
- (b) agreeing to these End User TCs;
- (c) downloading, installing or using the Services and/or Platform; or
- (d) using the Platform and/or Services,
You are granted a revocable, non-transferable, non-sublicensable, non-exclusive and limited licence to use the Platform and/or Services strictly in accordance with these End User TCs (User Licence).
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4.2 If You do not agree to these End User TCs, You must not install, use, or copy the Platform and/or Services.
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4.3 The User Licence will be for the term applicable to the particular Services as detailed on the Platform or otherwise notified to You prior to or at the point of Your order being accepted by dexIQ (‘Licence Term’).
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4.4 The applicable Licence Term will expire automatically at the conclusion of the Licence Term, unless terminated earlier in accordance with these End User TCs or unless the Enterprise Agreement expires or is lawfully terminated.
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4.5 You agree and acknowledge that by agreeing to these End User TCs, You agree to use the Platform and/or Services fairly and not for an improper purpose. You acknowledge that dexIQ may, in its sole discretion, determine the scope of Your fair use of the Platform and/or Services against typical usage across its network of accounts. In the event that out-of-the-ordinary usage is detected, dexIQ may contact You or the relevant Customer to discuss potential alternatives. In the event that any alternatives are not complied with, then this shall constitute a breach of these End User TCs and dexIQ may, in addition to its other rights in these End User TCs, terminate Your User Licence and/or these End User TCs upon providing no less than five (5) Business Days’ notice.
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4.6 The Customer User agrees and acknowledges that dexIQ may require the Customer User to undergo an electronic identity verification process as a condition of the User Licence being licensed, which may require each Customer User to complete additional forms or documents or agree to further terms and conditions. dexIQ may from time to time engage a third party for the provision and supply of those identity verification services and dexIQ in no way guarantees and/or warrants the due performance of any of those service providers. Nothing in these End User TCs is intended to transfer any Intellectual Property Rights in any software utilised for the purposes of verifying Your identity under this clause 4.5.
5. Delivery of Services
- 5.1 Performance of the Services and/or the provision of the Platform will occur via electronic means in the manner dexIQ deems appropriate in its sole discretion.
- 5.2 You agree and acknowledge that the Services and/or Platform (or any part thereof) may be supplied based on Your representations and/or Your Data. dexIQ assumes no responsibility for any errors in the Platform or its Services which are caused and/or contributed by Your Data and/or Your representations.
6. Licence Conditions
- 6.1 As a User, these End User TCs entitle You to access and obtain the Services from the Platform.
- 6.2 You may not assign Your rights and obligations under these End User TCs, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer Your rights to the Platform or Services.
- 6.3 You may not:
- (a) decompile, “reverse engineer”, disassemble, decompile, or otherwise attempt to derive the source code for the Platform (including the Software);
- (b) broadcast, transmit or otherwise display in a public forum or any venue not restricted to You, the Platform (including the Software) and Services or any part of the same;
- (c) post the Platform (including the Software) and or Services or part of the same on any website, unless otherwise expressly (in writing) agreed to by dexIQ;
- (d) use the Platform (including the Software) or Services for commercial on-selling purposes;
- (e) modify the Platform (including the Software) or create any derivative work of the same or their accompanying documentation. Derivative works include but are not limited to translations;
- (f) alter any files or libraries in any portion of the Platform (including the Software); or
- (g) copy any part of the Platform (including the Software) and/or Services except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.
- 6.4 You agree and acknowledge that dexIQ may, from time to time, modify the Platform and/or Software, including (without limitation) by adding or removing features or functions (Platform Update). Nothing in these End User TCs prohibits dexIQ from implementing a Platform Update, provided that the Platform Update, in the reasonable opinion of dexIQ, does not materially reduce the functionality of the Platform.
- 6.5 In the event a Platform Update is implemented by dexIQ, You agree and acknowledge that, despite anything stated to the contrary in these End User TCs You may be required to subscribe to access those additional elements of the Platform and/or Services.
7. Intellectual Property
- 7.1 Unless specified otherwise in these End User TCs or otherwise agreed by the parties in writing:
- (a) Intellectual Property Rights owned by You in Your Data will remain Your property, and dexIQ acknowledges that nothing in these End User TCs transfers title in or ownership of any of Your Data to dexIQ;
- (b) Intellectual Property Rights owned by dexIQ in the Platform, the Services supplied and dexIQ Content will remain the property of dexIQ, and You acknowledge that nothing in these End User TCs transfers title in or ownership of any content or data in the Platform or the dexIQ Content to You;
- (c) Intellectual Property Rights in all content developed by the parties in connection with the Services or Platform will vest on creation in dexIQ (Developed Content).
- 7.2 You acknowledge and agree that any content, data, reports, insights, or other materials generated by or through the use of the Platform or Services, including those produced by any underlying artificial intelligence or machine learning models (AI-Generated Outputs), are provided to You for Your internal business purposes only.
- 7.3 Unless otherwise agreed in writing, dexIQ retains all Intellectual Property Rights in and to the Platform, Services, and any AI-Generated Outputs, except to the extent that such outputs consist of or incorporate Your Data.
- 7.4 dexIQ grants You a non-exclusive, non-transferable, royalty-free licence to use the Developed Content and/or AI-Generated Outputs for Your internal business purposes during the Licence Term.
- 7.5 You may not commercialise, distribute, or otherwise exploit the Developed Content and/or AI-Generated Outputs except as expressly permitted by dexIQ in writing.
- 7.6 You acknowledge that AI-Generated Outputs may be subject to additional terms or restrictions imposed by third-party providers (including, but not limited to, OpenAI), and You agree to comply with any such terms as notified by dexIQ from time to time.
- 7.7 You grant to dexIQ an irrevocable, non-exclusive, transferable, royalty-free licence to make such use of Your Data as is, in the reasonable opinion of dexIQ, necessary to provide the Platform and/or Services as set out in these End User TCs and for any other purpose set out in these End User TCs, any applicable Enterprise Agreement and/or dexIQ’s Privacy Policy. You shall indemnify dexIQ against all Claims made by third parties to the extent that the use of Your Data by dexIQ in accordance with these End User TCs infringes their Intellectual Property Rights.
- 7.8 dexIQ grants to You a revocable, non-exclusive, non-transferable, royalty free licence to make such use of the Platform during the Licence Term, in the reasonable opinion of dexIQ, necessary to complete use of the Services.
- 7.9 Nothing under these End User TCs shall be construed as a transfer in ownership or title in the Platform, Services and any Developed Content to You.
- 7.10 dexIQ accepts no liability in respect of the Developed Content whatsoever or howsoever arising.
- 7.11 dexIQ is under no obligation to maintain, back-up or store Your Data and/or the Developed Content and You are responsible for regular back-ups and data extraction.
- 7.12 During the Licence Term, if You send or transmit any communications or materials to dexIQ by mail, email, telephone or otherwise, providing feedback or suggesting or recommending changes to the Services and/or the Platform or any dexIQ Intellectual Property Rights (Feedback), You hereby assign to dexIQ all right, title, and interest in, and dexIQ is free to use, without any attribution or compensation to any party (including You), any ideas, know-how, concepts or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although dexIQ is not obliged to use any Feedback.
8. Hyperlinks
- 8.1 The Platform may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and dexIQ takes no responsibility for the content and maintenance of or privacy compliance by any linked website. Any hyperlink on our website to another website does not imply dexIQ’s endorsement, support, or sponsorship of the operator of that website nor of the information and/or products or services which they provide.
9. Security and Data Handling
- 9.1 dexIQ’s Privacy Policy is located on the Site and are incorporated into these End User TCs by reference.
- 9.2 You agree and acknowledge that You have read and agreed to the terms of dexIQ’s Privacy Policy.
- 9.3 dexIQ represents that personal information and/or personal data is collected, stored, processed and/or secured (as applicable) pursuant to the terms of its Privacy Policy.
- 9.4 The parties acknowledge and agree that each shall use reasonable endeavours to notify the other party of any notifiable data breaches pursuant to the Privacy Act 1988 (Cth) (to the extent applicable) and any other applicable privacy or data protection laws.
10. Privacy and Data Protection
- 10.1 dexIQ shall comply with all applicable privacy and data protection laws, including the Privacy Act 1988 (Cth) (Privacy Act), in relation to the collection, storage, processing, and disclosure of Your personal information and data.
- 10.2 dexIQ warrants that it will only collect, use, process, and disclose Your personal information and data as necessary to provide the Platform and Services, or as otherwise required by law, and will not use, sell, or disclose Your data for any other purpose without Your express written consent.
- 10.3 dexIQ shall implement and maintain appropriate technical and organisational measures to protect Your personal information and data against unauthorised or unlawful processing, accidental loss, destruction, or damage, including but not limited to encryption, access controls, and regular security assessments.
- 10.4 dexIQ shall ensure that all personnel, suppliers, vendors and/or subcontractors who have access to Your personal information and data are subject to binding confidentiality and data protection obligations.
- 10.5 dexIQ shall not transfer Your personal information or data outside Australia without Your prior written consent, except where such transfer is required to provide the Services and is subject to equivalent data protection standards.
- 10.6 You have the right to request access to, correction of, or deletion of Your personal information and data held by dexIQ at any time. dexIQ shall comply with any such request within a reasonable period and at no additional cost to You, except where retention is required by law.
- 10.7 Upon termination or expiry of these End User TCs, dexIQ shall, at Your written request, promptly delete or return all of Your personal information and data in its possession, except to the extent retention is required by law or for legitimate business purposes as notified to You.
- 10.8 dexIQ shall promptly notify You in writing of any actual or suspected unauthorised access to, or disclosure, loss, or misuse of, Your personal information or data (Data Breach), in accordance with the requirements of the Privacy Act. dexIQ shall otherwise notify and/or cooperate with you in respect of any Data Breach in accordance with its obligations pursuant to the Privacy Act.
11. Warranties and Exclusions
- 11.1 The Platform and Services are provided to You “as is” and “as available” without warranty or condition of any kind, whether express, implied, statutory or otherwise, to the fullest extent permitted by law. dexIQ expressly disclaims all warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, except to the extent that any such warranties cannot be lawfully excluded
- 11.2 dexIQ does not warrant that the Platform or Services will be error-free, uninterrupted, secure, or free from viruses or other harmful components, or that any defects will be corrected.
- 11.3 No advice or information, whether oral or written, obtained by You from dexIQ or through the Platform or Services will create any warranty not expressly stated in these End User TCs.
12. Limitation of liability
- 12.1 To the maximum extent permitted by law, dexIQ’s liability for any Loss or Claim arising out of or in connection with these End User TCs, the Platform, the Services, or any documentation provided to You, whether in contract, tort (including negligence), statute or otherwise, is limited at dexIQ’s option to the re-supply, repair, or replacement of the Platform or Services, or the cost of such re-supply, repair, or replacement.
- 12.2 dexIQ will not be liable to You for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data or use, arising out of or in connection with Your use or inability to use the Platform or Services, even if dexIQ has been advised of the possibility of such damages.
- 12.3 dexIQ’s liability is reduced proportionately to the extent that You contributed to any Claim or Loss suffered.
- 12.4 Nothing in these End User TCs excludes, restricts or modifies any rights or remedies You may have under the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted or modified by agreement. Where such rights apply, dexIQ’s liability is limited to the minimum extent permitted by law.
13. Variation of Terms
- 13.1 dexIQ reserves the right to amend these End User TCs from time to time. Such amendments will be either:
- (a) published on the Platform from which the Services were purchased;
- (b) emailed to You;
- (c) published on any website controlled or operated by dexIQ; or
- (d) notified to You via email directing You to a link.
- 13.2 The effect of any amendments will come into force within a period which is no less than two (2) weeks from the date the amendments are published or You are notified pursuant to clause 13.1 or unless stated otherwise by dexIQ in any notification.
14. Termination
- 14.1 dexIQ may at any time, terminate these End User TCs and the User Licence:
- (a) at its discretion upon thirty (30) days’ written notice;
- (b) if You have breached any provision of these End User TCs or intend to breach any provision;
- (c) if dexIQ is required to do so by law.
- 14.2 You may terminate these End User TCs in Your discretion at any time.
- 14.3 dexIQ reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform and/or Services (or any part thereof) with or without notice.
- 14.4 On termination, You must permanently remove and return or destroy all dexIQ Content and any associated content received by You from Your computers or other devices.
- 14.5 Subject to the terms of any applicable Customer Agreement:
- (a) during the Licence Term and for a period of up to ninety (90) days thereafter, You (or, where applicable, the relevant Customer) will be entitled to undertake a data extraction of Your Data from the Platform, in such form as made available by dexIQ (e.g. PDF, spreadsheet or otherwise), at no additional cost;
- (b) in the event that dexIQ retains Your Data after the term, subject to these End User TCs or the Privacy Policy, dexIQ may charge a fee, at its discretion, for data extraction or deletion requested by You or the relevant Customer;
- (c) if, ninety (90) days following expiration and/or termination of these End User TCs or the Licence Term (as applicable), You or the relevant Customer do not undertake data extraction as contemplated by clause 14.5(a), You agree and acknowledge that dexIQ may permanently destroy and erase Your Data from the Software, without liability, provided it has notified the relevant account owner no less than thirty (30) days prior to Your Data being destroyed or erased.
15. Sub-Contracting
- 15.1 dexIQ may subcontract the performance or provision of any part of the Services and/or Platform without obtaining the prior written consent from You.
- 15.2 Unless stated to the contrary herein, where dexIQ subcontracts the performance or provision of any part of the Services and/or Platform, dexIQ acknowledges and agrees that:
- (a) it will be responsible for ensuring the suitability of any subcontractor appointed by it and that the work performed by such subcontractor meets the requirements of these End User TCs; and
- (b) it will be liable for any conduct, omission or neglect by any subcontractor appointed by dexIQ as fully as if such conduct, omission or neglect were the conduct of dexIQ, its employees or agents under these End User TCs.
16. Third-Party Services
- 16.1 You acknowledge that the Platform and Services may rely on or incorporate third-party services, software, or APIs, including but not limited to services provided by OpenAI or other similar artificial intelligence large language models.
- 16.2 dexIQ makes no representations or warranties and accepts no liability in respect of the availability, performance, or suitability of any third-party services, including OpenAI. Any interruption, error, or loss caused by such third-party services will not constitute a breach of these End User TCs by dexIQ.
- 16.3 dexIQ will not be liable for any Loss or Claim arising from the acts or omissions of any third-party provider, or from any changes, interruptions, or discontinuation of third-party services.
- 16.4 Any event or failure caused by a third-party provider, including OpenAI, may be treated as a Force Majeure Event under these End User TCs.
17. Related Party Services
- 17.1 You acknowledge and agree that:
- (a) dexIQ may procure the services of its Associates from time to time, including but not limited to for the purposes of providing the Services (including other related services);
- (b) dexIQ’s services to You are limited to the provision of the Platform and Services;
- (c) Despite this clause 17, dexIQ does not engage its Associates as subcontractors where such Associates are separately engaged to provide services directly to You or a Customer, and dexIQ is in no way liable for the acts or omissions of such Associates in that separate capacity; and
- (d) You release, indemnify dexIQ and hold it harmless to the full extent permitted by law for any loss or damage whatsoever arising in connection with the supply of any services to You by its Associates where such services are supplied under a separate agreement between You (or a Customer) and that Associate.
18. General provisions
- 18.1 If any provision of these End User TCs is illegal or unenforceable in any relevant jurisdiction, it must be enforced to the maximum extent possible, and if unenforceable may be severed for the purposes of that jurisdiction, without affecting its enforceability in any other jurisdiction or the enforceability of any other part of these terms and conditions.
- 18.2 You may not, without the prior written consent of dexIQ, assign, transfer or grant any security interest over, its right, title and interest in or to these End User TCs to any person (or agree or purport to do so).
- 18.3 dexIQ may, without Your prior written consent, assign, transfer or grant any security interest over, its right, title and interest in or to the End User TCs to any person (or agree or purport to do so).
- 18.4 All waivers must be in writing. A single or partial exercise or waiver by a party of a right relating to these End User TCs does not prevent any other exercise of that right or the exercise of any other right.
- 18.5 These End User TCs shall not create, nor shall be represented by either party hereto to create, a partnership, joint venture, employer- employee, master-servant, principal-agent, trust, or other relationship whatsoever between the parties hereto.
- 18.6 These End User TCs shall be governed by and construed in accordance with the laws of New South Wales, Australia.
19. Definitions and interpretation
- 19.1 Definitions. In these End User TCs unless the context otherwise requires:
- Account means an account on the Platform as described in clause 2.1.
- Associate means an ‘associated entity’ as that term is defined in section 50AAA of the Corporations Act 2001 (Cth).
- Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown.
- Customer User means the party referred to as the ‘Customer (including their employees, contractors, agents, assigns and/or authorised representatives) in the Enterprise Agreement who is otherwise granted a User Licence under that instrument.
- Data Breach is given its meaning in clause 10.8.
- Developed Content means all content developed by the parties in connection with the Platform and/or Services as set out in clause 7.1(c).
- Enterprise Agreement means the master agreement governing the provision of the Services by dexIQ and the grant of the master licence of the Software to the Customer.
- Force Majeure Event means an act of God, fire, lightning, earthquake, explosions, flood, subsidence, insurrection or civil disorder or military operations or act of terrorism, pandemic (including COVID-19), epidemic, expropriation, strikes, lock-outs or other industrial disputes of any kind not relating solely to the party affected, and any other event which is not within the reasonable control of the party affected but does not include any act or omission of the other party.
- Intellectual Property Rights means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967.
- Licence Term means the term of the User Licence as described at clause 4.3.
- Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental.
- Platform(s) means the “dexIQ” platform and any associated websites, web portals, applications or interfaces made available by dexIQ for the Customer to access and use the Software.
- Platform Update means an update to the Platform (including the Software and/or Services) as described in clause 6.4.
- Privacy Policy means the privacy policy located on [hyperlink].
- Services means the services provided by dexIQ as detailed on the Platform, including the provision of the Software.
- Software means the dexIQ software and underlying code, algorithms, models and tools made available to the Customer through the Platform, including all updates, enhancements, modules and related components provided by dexIQ from time to time.
- User Licence has the meaning given to that term in clause 4.1.
- You or User means an end-user of the Services, either (as applicable):
- (a) where the Software is purchased via the Platform, the person who has purchased the Software and/or Services; and/or
- (b) a Customer User.
- Your Data means any content and/or data that You broadcast, publish, upload, transmit, post or distribute on the Platform