Terms of Service

1. Acceptance of This Agreement

This Terms of Use Agreement ("Agreement") is entered into by and between BookWell ("BookWell," "we," "us," or "our") and you, and is made effective as of the date of your first use of our website or services. Our registered address is L17, International Towers Three, 300 Barangaroo Ave NSW 2000.

This Agreement sets forth the general terms and conditions for your use of the website https://bookwell.ai and its subdomains (collectively, the "Site"), and the document management, storage, and analysis platform, products, and/or services accessed or purchased through our Site (collectively, the "Services").

By Browse, accessing, or using the Site or any of our Services, you signify that you have read, understand, acknowledge, and agree to be bound by this Agreement, along with our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

The terms "you," "your," "User," or "customer" refer to any individual or entity who accepts this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to this Agreement.

2. Eligibility

The Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts, and (iii) not a person barred from purchasing or receiving the Services under the laws of Australia or other applicable jurisdictions.

3. User Accounts

To access and use the Services, you must create an account ("Account"). You agree to:

• Provide accurate, current, and complete information during the registration process.

• Maintain the security and confidentiality of your password and other Account credentials.

• Be solely responsible for all activities that occur under your Account, whether or not you have authorised such activities.

• Notify us immediately of any unauthorised use of your Account.

4. User Content

As part of the Services, you may upload, store, and manage documents, files, data, comments, and other information ("User Content").

• Ownership: You retain all ownership rights to your User Content. We do not claim any ownership over it.

• License Grant: By uploading User Content, you grant BookWell a limited, worldwide, non-exclusive, royalty-free license to host, reproduce, display, and use your User Content solely for the purpose of operating, providing, and improving the Services for you.

• Responsibility: You are solely responsible for your User Content and the consequences of storing or transmitting it. You represent and warrant that your User Content does not violate any laws or the rules outlined in Section 5.

5. Rules of User Conduct

You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content or otherwise engage in any activity that:

• Is illegal, or promotes or facilitates illegal activity.

• Infringes on the intellectual property rights (e.g., copyright, trademark) of any third party.

• Violates the privacy or publicity rights of any third party.

• Is defamatory, abusive, harassing, threatening, harmful, obscene, or otherwise objectionable.

• Attempts to disrupt, interfere with, or place an unreasonable load on the servers or networks connected to the Services.

• Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware.

6. BookWell's Intellectual Property

Excluding any User Content, all content on this Site and within the Services, including all text, graphics, logos, software, and other materials, is the property of BookWell or its licensors and is protected by Australian and international intellectual property laws. You are granted a limited, non-sublicensable license to access and use the Site and Services, but you may not reproduce, modify, copy, or redistribute any part of our content without our prior written consent.

7. Fees and Payment

Certain Services may be provided for a fee or other charge. If you elect to use paid Services, you agree to our pricing and payment terms. We may add new Services for additional fees and charges, or amend fees and charges for existing Services, at any time in our sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you.

8. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, BOOKWELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOOKWELL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DATA, OR GOODWILL) RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO BOOKWELL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED AUSTRALIAN DOLLARS ($100 AUD).

10. Indemnification

You agree to indemnify, defend, and hold harmless BookWell and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Site or Services, or your violation of this Agreement.

11. Term and Termination

This Agreement will remain in full force and effect while you use the Services. You may terminate your Account at any time through your Account settings.

We may suspend or terminate your right to use the Services at any time for any reason, including for any use of the Services in violation of this Agreement. Upon termination, your Account and right to access the Services will terminate immediately. We will not have any liability whatsoever to you for any termination of your rights under this Agreement.

12. Dispute Resolution

You agree to first attempt to resolve any dispute, claim, or controversy arising out of this Agreement informally by contacting us. If the dispute is not resolved within thirty (30) days, any disputes shall be resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with its Arbitration Rules. The arbitration shall be conducted in English, in Sydney, Australia, and the decision of the arbitrator shall be final and binding.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of New South Wales, Australia, without regard to its conflict of law principles.

14. General Provisions

This Agreement, including the Privacy Policy and Cookie Policy, constitutes the entire agreement between you and BookWell regarding your use of the Site and Services. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.

Contact Information

If you have any questions about this Agreement, please contact us at:

Email: info@bookwell.ai

Address: L17, International Towers Three, 300 Barangaroo Ave NSW 2000