BROKERNOTE SOFTWARE TERMS OF SERVICE

Effective date: 08/22/2025

Acceptance of Terms of Service

a) Permission to use Brokernote’s software as a service (Software) hosted on brokernote.com.au and related services is subject to, and conditional on, you (the Customer) agreeing to the following Terms of Service.

b) The owner of the Software, and licensor of the licence (Licence) is Business Titan Pty Ltd ACN: 685 520 727 operating as Brokernote (the Company).

c) This Software is only offered to you on condition that you read and accept all these Terms of Service, and wish to become a licensee of the Software. Acceptance will bind you and all of your authorised users to the terms of the Licence. 

d) By checking the box labeled “I agree to the Terms of Service and Privacy Policy” during account creation on brokernote.com.au, you acknowledge and agree that you have accepted these Terms of Service and the Privacy Policy. If you do not agree to these Terms of Service, you must not check the box and may not use the Software.

e) These Terms of Service may be updated by the Company from time to time, and the effective date will be updated to reflect the date of the update. Upon substantial updates to these Terms of Service, the Company will inform the Customer of these changes by email to the address used by the Customer during account creation with Brokernote at brokernote.com.au.

Licence and Term

a) Subject to these Terms of Service, the Company grants to the Customer a personal, non-exclusive, non-transferable, and revocable Licence that permits access and use of the Software during the Term. 

b) The term of the Licence commences on the date the Customer accepts these Terms of Service upon creation of their online account on Brokernote.com.au, and continues until terminated (Term).

c) The number of users permitted to access or use the Software is as:

i) specified in the applicable subscription package selected in the subscription selection and payments page on brokernote.com.au (Subscription Portal); or 

ii) otherwise agreed in writing between the Customer and the Company.  

d) The Licence cannot be reassigned or sub-licensed by the Customer. 

e) Upon termination of these Terms of Service for any reason, the Customer’s Licence to access and use the Software will immediately cease.

Company Service

General  

a) The Company will provide the Customer with technical advice and assistance related to the Software during the Term.

b) The Company may subcontract any of its obligations under these Terms of Service but remains responsible for the performance of those obligations.

Product Updates 

a) The Company may, at its sole discretion, enhance, update, modify, or release new products or features in respect of the Software at any time.

b) The Customers' use of any enhancements, updates, modifications, or new products will be subject to these Terms of Service, as amended from time to time.

c) Certain new products or features may be subject to additional fees or terms, as notified by the Company prior to use.

Beta Services 

a) The Company may, at its discretion, make certain features or products available to the Customer as beta, trial, pilot, or pre-release versions (Beta Services). Beta Services are provided solely for evaluation and testing purposes during the period designated by the Company (Beta Period).

b) Beta Services may be incomplete, less stable, and subject to modification or withdrawal at any time, without notice or liability. The Company may suspend or revoke the Customer’s access to Beta Services at any time.

c) Beta Services are provided “as is” and “as available”, without any warranties (express or implied), including as to their availability, accuracy, reliability, or fitness for any purpose. No service levels or response times apply to Beta Services. The Company will use reasonable endeavours to provide support, but does not guarantee resolution or turnaround.

d) The Customer acknowledges and accepts all risks arising from use of Beta Services, including the risk of loss, interruption, errors, faults, inaccuracies, or failures.

e) To the fullest extent permitted by law, the Company will not be liable for any loss or damage arising in connection with the use of Beta Services.

f) The Customer indemnifies the Company against any third-party claim arising from the Customer’s use of Beta Services.

g) The Company may, at its discretion, offer Beta Services at no charge or on different payment terms to those applying to the Software generally.

Software Technical Support Services

a) The Company will make reasonable efforts to respond to technical support requests (Support Requests) within three (3) business days of receipt.

b) Resolution times for Support Requests may vary depending on the complexity and nature of the issue. The Company will use reasonable endeavours to resolve issues as soon as practicable but does not guarantee any specific resolution timeframe.

c) The Company will provide the Customer with periodic updates on the status of any outstanding Support Requests.

d) The Customer must provide accurate and complete information to the Company when submitting a Support Request.

e) Support Requests should be submitted via the Brokernote Support Portal at support.brokernote.com.au or by emailing support@brokernote.com.au.

Additional Services 

a) The Customer may request additional services from the Company from time to time. The provision of any additional services will be at the Company’s sole discretion and subject to a separate agreement in writing, including applicable fees.

b) The Company reserves the right to set and amend the prices for any additional services at any time, and will notify the Customer of any changed fees prior to entering a new agreement for additional services.

Availability of Software 

a) The Company will use its best endeavours to maintain the reliability and efficiency of the Software.

b) The availability of the Software may be affected by unscheduled interruptions, maintenance, updates, outages, or issues caused by the Customer, third parties, and third party service providers. The Company is not responsible for any delay, malfunction, or degradation of the Software caused by such events.

c) The Company will notify the Customer in advance of scheduled maintenance and will use reasonable endeavours to minimise any service disruption. Unscheduled interruptions may occur without notice.

d) The Company is not responsible for any delay, unavailability, or change in performance arising from actions, requests, or configurations by the Customer.

e) If there is a total system failure, the Company will use best endeavours to repair and reinstate the Software within 24 hours of detection, depending on the severity of the failure.

f) The Customer should notify the Company if it experiences any availability or performance issues.

Use of Service and Customer Obligations

a) The Customer must use the Software only: 

i) in compliance with these Terms of Service and the Company’s standard published policies then in effect; 

ii) in accordance with all applicable laws and regulations; and

iii) solely for the Customer’s own internal business purposes as an insurance broker or brokerage.

b) The Customer must:

i) supervise and control the use of the Software in accordance with these Terms of Service; and 

ii) ensure that its employees, sub-contractors, and other agents who have authorised access to the Software are made aware of and comply with these Terms of Service. 

c) The Customer must not:

i) copy, reproduce, translate, adapt, reverse engineer, decompile, vary or modify the Software except as expressly permitted by these Terms of Service or the Copyright Act 1968 (Cth);

ii) provide or otherwise make the Software available to any person without the express written consent of the Company;

iii) give, lease, assign, sub-license, transfer, distribute, disclose, disseminate or publish the Software in any form to any other person, or attempt to do any of these acts;

iv) use the Software to transmit or store unlawful, offensive, or infringing material.

v) use the Software in a manner that is unlawful, infringes third-party rights, or exceeds reasonable or permitted use as determined by the Company;

vi) attempt to circumvent security, impose excessive demands on the Software, or engage in conduct which the Company reasonably considers may harm the security, integrity, or availability of the Software or any user.

vii) use the Software in a manner that is excessive, automated, or abnormal (Excessive Use) which includes but is not limited to: 

a) using automated scripts, bots, or software to access or interact with the Software beyond normal manual use; and

b) submitting or processing data volumes, numbers of user actions, or numbers of queries that materially exceed typical use by an insurance broker or brokerage.

d) The Company reserves the right to suspend, limit, or revoke the Customer’s Licence to use the Software at any time if the Customer breaches this clause or any provision of these Terms of Service, including for Excessive Use. 

e) It is the Customer’s sole responsibility to independently evaluate and verify any content generated by the Software and to ensure that their use of the Software complies with all applicable duties. The Customer must not rely on the Software as a substitute for their own professional judgement.

f) The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of the Software. Although the Company has no obligation to monitor the Customer’s use of the Software, the Company may do so and may prohibit any use of the Software it believes may be (or alleged to be) in violation of the foregoing. 

Payment of Fees

a) The Customer must pay the Company the applicable fees (Fees) as specified in the Subscription Portal or as otherwise invoiced by the Company. Fees are subject to change by the Company in accordance with these Terms of Service.

b) Where a free trial or pilot program is offered, continued use of the Software after the trial or pilot period is subject to payment of the relevant Fees. The Customer is not entitled to use the Software unless all applicable Fees are paid in the manner and timeframe specified by the Company.

c) Where applicable, the Customer will pay all goods and services tax (GST), and any other applicable taxes, duties or levies at the prevailing rate.

d) Fees may be paid through the Subscription Portal or via invoice issued by the Company. If invoiced, the Customer must pay the Fees within the period specified in the invoice. If the Customer fails to pay Fees within the required timeframe, the Company may suspend or revoke the Customer’s access to the Software.

e) Payments may be made via third-party applications or payment processors not controlled by the Company. The Company is not liable for any loss or damage arising from the use of such third-party services. The Customer is solely responsible for complying with the applicable terms of those payment providers.

f) If the Customer believes there has been a billing error, they must notify the Company within 60 days of the relevant billing statement to request an adjustment or credit, by contacting support@brokernote.com.au 

g) Unless otherwise stated, all subscriptions renew automatically at the end of the current subscription period as specified in the Subscription Portal or in writing between the Customer and the Company, and applicable Fees will be charged or invoiced accordingly.

Confidentiality and Proprietary Rights 

a) Each party (Receiving Party) understands that the other party (Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as Proprietary Information of the Disclosing Party). 

b) Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Software (Company Data). Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Software (Customer Data). 

c) The Receiving Party agrees: 

i) to take reasonable precautions to protect such Proprietary Information; and 

ii) not to use (except in performance of the Software or as otherwise permitted in these Terms of Service) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 

d) The Company shall own and retain all right, title and interest in and to:  

i) the Software, all improvements, enhancements or modifications thereto; 

ii) any software, applications, inventions; and

iii) all Intellectual Property related to any of the foregoing. 

e) Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term) to: 

i) use such information and data to improve and enhance the Software and for other development, diagnostic and corrective purposes in connection with the Software and other Company offerings and 

ii) use and disclose such data solely in aggregate or other de-identified form in connection with its business. 

f) No rights or licenses are granted except as expressly set out in these Terms of Service.

Intellectual Property and Rights

Company Intellectual Property
a) All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, the Customer in connection with the Customers use of the Software is owned, and will remain owned, by the Company or its licensors (Provider IP). Using the Software does not transfer any ownership or rights, title or interest in and to the Provider IP. 

b) All Intellectual Property discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software, will automatically vest in, and are assigned to, the Company, including any enhancements, improvements and modifications to the Provider IP (collectively, Developed IP). Developed IP includes: 

i) the Company changing and improving the Software in any manner based on feedback or support requests from the Customer;

ii) the Company modifying or improving how the Company’s proprietary AI model extracts, processes, formats, or outputs data;

iii) any new features, functionality, or enhancements made to the Software as a result of the Customer’s use, feedback, or suggestions; and

iv) any modifications, adaptations, or derivative works created in connection with the Software.

Customer Intellectual Property
a) The Customer shall own all right, title and interest in and to the Customer Data. 

b) The Customer agrees that the Company may refer to the Customer, their business name, publish their logo and/or trade mark and make reference to the Customer as a customer of the Company in any communications, publications and website for the purposes of marketing or promoting the Company's business.

Data Collection, Use, and Disclosure
a) The Customer acknowledges and agrees that, in the course of the Customer’s use of the Software, the Company may collect, process, use, and disclose various types of Data per the Company’s Privacy Policy (Privacy Policy). 

b) The Company will collect, use, and disclose Personal Information in accordance with the Privacy Act 1988 (Cth) and the Privacy Policy. 

c) Per the Privacy Policy, the Customer must not input, upload, or otherwise submit any Sensitive Information, as defined under the Privacy Act 1988 (Cth) into the Software, unless the Company has provided its prior written consent.

Warranty and Disclaimer
No Uninterrupted or Error-Free Warranty

a) The Company does not warrant that the Software:

i) Will be uninterrupted or error-free;

ii) Will have accurate or error-free third party components; or

ii) Will be compatible with any application, program, or software not specifically identified as compatible by the Company.

b) All due care has been taken, but errors or interruptions may occur.

No Additional Warranties

a) To the maximum extent permitted by law, no further warranty, condition, undertaking, or term, express or implied, statutory or otherwise, is given or assumed by the Company beyond what is required at law regarding the Software’s condition, quality, performance, or fitness for purpose.

Artificial Intelligence Outputs

a) The Customer acknowledges that the Software may incorporate artificial intelligence (AI) technologies, which are subject to ongoing development and refinement. The Customer acknowledges and accepts that the AI may generate outputs (Outputs) that are incomplete, inaccurate, misleading, or irrelevant.

b) Outputs means any content, reformatted files, data, analyses, reports, summaries, or other materials generated, produced, or returned by the Software in response to any data, inputs, or queries submitted by the Customer, whether presented on the Software or exported from the Software.

c) The Company makes no representation or warranty, express or implied, as to the accuracy, completeness, consistency, or reliability of any Output generated by the Software. All Outputs are provided on an “as is” basis and used entirely at the Customer’s own risk. 

d) The Customer is solely responsible for independently verifying the accuracy and suitability of any Output prior to use.

Exclusions and Limitations

a) The Company will not be liable for any failure of the Software to provide any function not described in the documentation (provided online as part of the Software) or for any failure attributable to:

i)  Any modification to the Software other than by the Company;

ii) Accident, abuse, or misapplication of the Software by the Customer;

iii) Use of the Software with other software or equipment without the Company’s written consent;

iv) Use of other than the latest, unaltered, current release of the Software; or

v) Use other than in accordance with these Terms of Service.

Indemnity 

a) The Customer will at all times indemnify and hold harmless the Company and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or indirectly from: 

i) a breach by the Customer of its obligations under these Terms of Service ; 

ii) any wilful, unlawful or negligent act or omission of the Customer;

iii) the Customer’s reliance on the Software or any Output generated by the Software, without first independently verifying the accuracy, suitability, completeness, or consistency of such Output.

Limitation on Liability 

a) Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with these Terms of Service whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to the Company for the Software under these Terms of Service in the 6 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages. 

b) Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

Non-Advisory Nature of Service 

a) The Company does not, and does not purport to provide any financial services requiring an Australian Financial Services Licence, which includes the Company not providing financial product advice through the Outputs or the use of the Software. 

b) Use of the Software does not constitute financial product advice or any type of insurance advice.  The use of the Software should not influence or be relied upon by any person in making decisions in relation to a financial product. 

c) The Company expressly disclaims liability for any loss or damage arising from the Customer’s or any third party’s reliance on the Software for financial product advice or insurance advice. 

d) The Customer remains solely responsible for complying with all applicable laws, regulations, and licensing requirements, including those relating to the provision of financial product advice.

No AFSL Representation 

a) The Company does not hold an Australian Financial Services Licence (AFSL), and is not authorised as a representative of any AFSL holder. The Company is not subject to regulation under financial services laws for the provision of financial product advice. 

Termination 

Immediate Termination by Company

a) The Company may, at its absolute discretion and with immediate effect, terminate the Licence by written notice to the Customer if:

  i) the Customer breaches any provision of these Terms of Service and, where such breach is capable of remedy, fails to remedy the breach within seven (7) days of receiving written notice from the Company requiring it to do so; or

  ii) the Customer fails to make any payment due for the Licence by the due date specified in these Terms of Service or in any other agreement between the Customer and the Company; or

  iii) an insolvency event occurs in relation to the Customer (including but not limited to bankruptcy, liquidation, administration, or entering into an arrangement with creditors).

Termination by Either Party on Notice

a) Either party may terminate the Licence on written notice to the other party, provided that such notice is given at least five (5) days prior to the end of the next billing period as set out in the Subscription Portal at the time of the Customer’s subscription.

Termination by Customer 

a) The Customer may terminate the Licence by cancelling their subscription through the Subscription Portal, subject to any minimum commitment period agreed to in writing between the Customer and the Company. This termination of licence comes into effect at the end of the subscription period specified in the Subscription Portal. 

Obligations Upon Termination

a) Upon termination or expiry of the Licence for any reason, the Customer must immediately:

  i) cease all use of the Software;

  ii) remove and permanently delete all installations, files, and programs associated with the Software from all systems under its control;

  iii) destroy all copies of the Software and any related documentation or materials; and

Survival and Reservation of Rights

a) Termination of the Licence for any reason will not affect any accrued rights, remedies, obligations, or liabilities of the Company or the Customer existing at the date of termination. Any provisions of these Terms of Service which by their nature are intended to survive termination (including limitation of liability, indemnity, intellectual property, and confidentiality clauses) will remain in effect notwithstanding termination.

Survival 

a) Any provision of these Terms of Service which, by its nature, is intended to survive termination or expiry will remain in full force and effect. This includes, but is not limited to, provisions relating to:

i) accrued rights to payment;

ii) confidentiality obligations;

iii) intellectual property rights;

iv) data collection, use, privacy, and return or destruction of Customer Data;

v) warranty and disclaimers;

vi) indemnities;

vii) limitations of liability;

viii) dispute resolution and governing law; and

ix) general interpretation and assignment provisions.

b) Termination or expiry of these Terms of Service does not affect any rights, obligations or liabilities which accrued prior to the date of termination or expiry, or which are intended to or by their nature do survive.

Force Majeure

a) Neither Party will be liable for any delay or failure to perform its obligations under these Terms of Service (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, epidemics or pandemics, government orders, or the failure of telecommunications, internet, hosting, cloud, API or other third‑party services essential to the Software (Force Majeure Event).

b) The affected Party must promptly notify the other and use reasonable efforts to mitigate the effects of the Force Majeure Event.

c) Performance will be suspended for the duration of the Force Majeure Event. If it continues for more than 30 days, either Party may terminate these Terms of Service immediately by written notice without liability (except for accrued rights and obligations up to termination).

Dispute Resolution and Mediation 

a) If a dispute arises out of or relates to the terms of these Terms of Service, neither Party may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). 

b) A Party to these Terms of Service claiming a dispute (Dispute) has arisen under the terms of these Terms of Service , must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (Dispute Notice). 

c) On receipt of the Dispute Notice by the other Party, the Parties to these Terms of Service must within seven days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

d) If for any reason whatsoever, 21 days after the date of the Dispute Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by or his or her nominee and attend a mediation. 

e) It is agreed that mediation will be held in Australia. 

f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation. 

g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" communications. 

h) If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so. 

i) In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter. 

General

a) If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. 

b) Rights under these Terms of Service are not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under these Terms of Service without consent. 

c) No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and legal fees. 

d) All notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 

e) These Terms of Service take effect, and are governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.