Terms of use

1.1 DAIV Pty Ltd ACN 693 250 083 (“we”, “us”, or “our”) is pleased to offer you ‘DAIV’ a service that aspires to:

1. (a)

   (a) extract project critical information from construction contracts;

2. (b)

   (b) synthesise that information with third party data streams to contextualise that information to a work site in real time; and

3. (c)

   (c) assist you to efficiently and conveniently manage your construction contract obligations,

(Permitted Use).

2.1 DAIV is a great information and management resource, but it is not a lawyer.

2.2 You warrant to us that you will engage a lawyer to act for you in respect of Your Project including:

1. (a)

   (a) before signing any document or verbally agreeing to anything relating to Your Project; and

2. (b)

   (b) to understand how to comply with your obligations under any agreement you're bound to.

2.3 That way — if DAIV has said anything to you that is not correct, you will not do something that causes you loss or damage.

2.4 There may be expensive consequences if you do anything in reliance upon what DAIV has told you without seeking legal advice from a real-life lawyer first.

2.5 You release us from and hold us harmless in connection with any Loss you suffer:

1. (a)

   (a) because you do or omit to do anything in reliance on anything DAIV tells you;

2. (b)

   (b) because you did not seek or comply with any legal advice you receive relating to Your Project;

3. (c)

   (c) relating to any agreement you entered into without legal advice.

3.1 Subject to your compliance with these Terms, you may access and use DAIV. By using DAIV or confirming your agreement to these terms at the time of registration, you agree to be bound by these Terms and comply with all applicable laws that relate to these Terms.

3.2 Our DAIV Privacy Policy explains how we collect and use personal information you provide to us using DAIV. Although it does not form part of these Terms, it is an important document that you must read.

3.3 If you do not accept these Terms or the DAIV Privacy Policy, you must not use DAIV.

4.1 You may provide input to DAIV (Input), and receive output from DAIV based on the Input (Output). Input and Output are collectively ‘Content’. You are responsible for Input, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to DAIV.

4.2 We may use Content to train or fine tune large language models or other AI models that DAIV uses.

4.3 To the extent permitted by applicable law:

1. (a)

   (a) you do not assign to us any of your rights in the Input; and

2. (b)

   (b) you will not own the Output, but you will have those rights to use the Output set out in clause 5, or otherwise expressly set out in these Terms.

4.4 Machine learning, large language models and other types of AI are rapidly evolving fields of study. Given the probabilistic nature of these models, use of DAIV may, in some situations, result in Output that does not accurately reflect the law or the Input or your contractual obligations.

4.5 When you use DAIV you understand and agree:

1. (a)

   (a) Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional legal advice;

2. (b)

   (b) you must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from DAIV;

3. (c)

   (c) you must not use any Output for any purpose that could have a legal or material impact on any person, such as making investment, commercial, business, credit, legal, medical, or other important decisions about them.

4.6 We do not make any representations or warranties that the Output is reliable, accurate or complete or that your access to that information will be uninterrupted, timely or secure. You must not Claim we are liable for any Loss resulting from any action taken or reliance made by you on any Output.

5.1 You may use the Output only for the Permitted Use.

5.2 You must not use or facilitate the use of DAIV or any content on the website other than as permitted by clause 5.1. This includes that you will not use, copy, scrape, reproduce, alter, modify, collect, mine or extract from our website or DAIV any data:

1. (a)

   (a) for any machine learning, deep learning, machine learning language models and/or artificial intelligence-related purposes (including the training or development of such technologies);

2. (b)

   (b) for data aggregation, analysis or mining purposes (including to generate any patterns, trends or correlations);

3. (c)

   (c) with any machine learning and/or artificial intelligence technologies to generate any data or content or to synthesise or combine with any other data or content;

4. (d)

   (d) any data for any commercial use other than as we expressly permit.

5.3 Other than as expressly permitted by us in writing, you must not use or facilitate the use of any:

1. (a)

   (a) “robot”, “bot”, “spider”, “scraper”, “crawler”; or

2. (b)

   (b) automated device, program, technique, tool, process, algorithm or method (whether for data gathering, mining, collection, reading, scraping, extraction or other purposes),

in connection with DAIV or our website.

5.4 You must not use any service, software, device, tool, method, program, technique, algorithm or process to circumvent any restriction, condition, protection or technological measure that controls access to DAIV or our website in any way, including bypassing or circumventing any access controls or use limits of DAIV or our website.

6.1 Subject to 6.2:

1. (a)

   (a) you must not Claim that we are liable for any Loss (including any Consequential Loss) which you may directly or indirectly suffer in connection with:

   1. (i)

      (i) your use of DAIV;

   2. (ii)

      (ii) your use of or reliance on Output; and

2. (b)

   (b) you must not Claim that we are liable for any Consequential Loss which you may directly or indirectly suffer in connection with any failure or omission on our part to comply with our obligations as set out in these Terms;

3. (c)

   (c) any condition, warranty, right or liability which would otherwise be implied in these Terms or protected by law is excluded.

6.2 Nothing in these Terms is intended to limit any right you may have under Australian Consumer Law. If Australian Consumer Law, or other law, states there is a guarantee in relation to any services supplied by us, and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then to the extent permitted by law, our liability for breach of a condition or warranty implied by any legislation, including Australian Consumer Law, is limited to the following remedies (at our discretion):

1. (a)

   (a) supply of the services that DAIV provides you again; or

2. (b)

   (b) the payment of the cost of having the services that DAIV provides you supplied again.

7.1 You must ensure that your access to DAIV is not illegal or prohibited by laws which apply to you.

7.2 You must take your own precautions to ensure that the process which you employ for accessing DAIV does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. You must not Claim that we are liable for any interference or damage to your own computer, cloud or hosting system which arises in connection with your use of DAIV.

8.1 All Intellectual Property Rights subsisting in DAIV, any Output and this website (including text, graphics, logos, icons, sound recordings and software) is owned by us, or is licensed by us from a third party. You assign all your right, title and interest in any Output to us, and must do anything reasonably requested by us to give effect to that assignment. Information procured from a third party may be the subject of copyright owned by that third party. Except as expressly authorised by these Terms, you may not in any form or by any means:

1. (a)

   (a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from; or

2. (b)

   (b) commercialise in any way,

any part of our web site, DAIV, or Output, without our prior written permission.

8.2 We grant to you a limited, revocable, terminable licence to use Intellectual Property Rights subsisting in this web site, DAIV, or the Output, solely for the Permitted Use.

If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:

1. (a)

   (a) in or as the whole or part of your own trade marks;

2. (b)

   (b) in connection with activities, products or services which are not ours;

3. (c)

   (c) in a manner which may be confusing, misleading or deceptive;

4. (d)

   (d) in a manner that disparages us or our information, products or services (including this web site); or

5. (e)

   (e) without our prior written consent;

6. (f)

   (f) if we give you consent to use our trade marks, but subsequently ask you to stop using our trade marks.

10.1 This web site may contain links to other web sites (Linked Websites). Those links are provided for convenience only and may not remain current or be maintained.

10.2 We are not responsible for the content or privacy practices associated with Linked Websites.

10.3 Our links with Linked Websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Websites, or of any information, graphics, materials, products or services referred to or contained on those Linked Websites, unless and to the extent stipulated to the contrary.

11.1 Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information (including Input) which you transmit to us. Accordingly, any information which you transmit to us (including Input) is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.

11.2 You must not share your password, let anyone else access your account, or do anything that might put the security of your account at risk. We may remove your username or similar identifier in respect of your account if appropriate. You acknowledge sole responsibility for and assume all risk arising from your use of this web site.

You indemnify us from and against any Claim made against us or Loss we suffer, in connection with:

1. (a)

   (a) a breach by you of these Terms;

2. (b)

   (b) a breach by you of any law or regulation, including the Privacy Act 1988 (Cth);

3. (c)

   (c) any damage to property, personal injury or death caused by any act or omission of you, or in connection with your use of DAIV,

except to the extent caused by our fraud or gross negligence.

Access to this web site or DAIV may be terminated at any time by us without notice. Our disclaimers will survive any such termination.

These Terms are governed by the laws in force in Queensland. You agree to submit to the exclusive jurisdiction of the courts of that jurisdiction.

15.1 We may change these Terms by:

1. (a)

   (a) giving you at least 30 days' notice; or

2. (b)

   (b) sending you notice of the changes to the email address that you used to register with us, and allowing you 30 days from the date of that notice to stop using DAIV.

15.2 You are responsible for informing yourself of any changes to these Terms and any notices, including on the website or by way of email, and you should familiarise yourself with the changes. You will be taken to have consented to the amended Terms by your continued use of DAIV.

16.1 Your rights under these Terms are not transferable.

16.2 We may assign, novate or transfer our rights or obligations under these Terms on reasonable notice to you (for example as part of a business sale). You must do all things reasonably requested by us to give effect to that assignment, novation or transfer.

To the extent we've entered into any other written agreement with you, that agreement will prevail to the extent of any inconsistency between that agreement and these Terms.

18.1 We accept no liability for any failure to comply with these Terms where such failure is due to circumstances beyond our reasonable control.

18.2 If we waive any rights available to us under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

18.3 If any of these Terms are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions will nevertheless continue in full force.