Terms and Conditions of Service
1. General
a. Welcome to LWT.AI (the 'Website'). The Website allows you to access and use the Look Who's Talking AI application (the ‘LWT Application’), each and together the 'Services'.
b. The Services are provided by LWT AI Pty Ltd, ACN/ABN 91 648 539 726 (‘we’, ‘our’, ‘us’ or ‘LWT AI’).
c. Access to and use of the Services are governed by these terms of use (the 'Terms').
Consent
d. By using, browsing, reading, creating an account with or otherwise interacting with, any of the Services, you agree to be bound by the Terms. If you do not agree with the Terms, you must not access, and cease any usage of, the Services immediately.
Variation
e. LWT AI may review and change any of the Terms by updating the Website. When LWT AI updates the Terms, it will use reasonable endeavours to provide you with notice of the updates to the Terms (where reasonably practicable). Any changes to the Terms take immediate effect from the date of their publication. By continuing to use or interact with the Services you agree to the updated Terms.
Entire agreement
f. These Terms prevail over any terms and conditions in your documents (including, without limitation, any terms and conditions printed on a quotation or any other document you send to LWT AI at any time). Any additional terms and conditions in respect of the Services will only apply to the extent that they are expressly accepted in writing by LWT AI.
2. About the Service
a. The LWT Application is an application that can be used with other virtual meeting applications (such as Zoom, Google Meet and WebEx) to enable you to:
i. monitor and track your active talk time as well as an integrated and dynamic agenda; and
ii. record meetings held through those other virtual meeting applications and deliver a speech-to-text transcript of those meetings.
b. Freemium accounts to use the Application may be offered to you by LWT AI in its sole discretion (‘Free Account’). If LWT AI offers you a Free Account, you acknowledge and agree that the account features of the Free Accounts may change from time to time, and such Free Accounts may be governed by separate terms which apply to you and/or that Free Account specifically (‘Free Account Terms’), which will apply in addition to these Terms by amending any conflicting terms. Where Free Account Terms apply, you will be notified by LWT AI, and you must accept the Free Account Terms before you are given a Free Account. For the avoidance of doubt, these Terms apply unless otherwise agreed or amended by the Free Account Terms. Given that Free Accounts are provided to you for free by LWT AI, you acknowledge and agree that LWT AI may cancel your Free Account at any time, provided that LWT AI gives you thirty (30) days’ prior notice of its intent to cancel your Free Account. If LWT AI cancels your Free Account, you may request to transition to a paid account for the Application.
3. Licence to use the Service
Subject to these Terms (including compliance with any obligations you may have under them), LWT AI grants you a personal, non-exclusive, non-transferable, revocable and non-sublicensable licence to:
a. access and use the Services for your personal business use; and
b. in accordance with, and for the purposes contemplated under, these Terms,
from the date you first access, use or interact with the Services until such time the agreement formed between you and LWT AI pursuant to these terms is terminated.
4. Acceptable use of the Service
a. The Services must only be used by you lawfully.
b. You must not, in connection with your use of the Services, undertake any of the following:
i. engage in any act that would disrupt the access, availability, and security of the Services and other LWT AI services, including but not limited to
A. tampering with or hacking LWT AI’s servers;
B. modifying, disabling, or compromising the performance of the Services or other LWT AI’s other services;
C. circumvent, remove, alter, deactivate, degrade or thwart any of the security or content protections in the Services;
D. introduce, or attempt to introduce, any viruses (such as worms, trojan horses and other similar things) into the Services or any of LWT AI’s networks or servers;
E. overwhelming, or attempting to overwhelm LWT AI’s infrastructure by imposing an unreasonably large load on LWT AI’s systems that consume extraordinary resources; or
F. compromising the integrity of LWT AI’s systems, including probing, scanning and testing the vulnerability of LWT AI’s systems unless expressly permitted by LWT AI;
ii. access or use the Services:
A. for any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws;
B. to infringe the privacy, intellectual property or moral rights of any person;
C. to stalk, harass or threaten users and any member of the public;
D. to misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with LWT AI or any third party;
E. to, or attempt to, copy, modify, duplicate, create derivative works from, mirror, republish, download, display, transmit or distribute all or any portion of the Services in any form or media or by any means; or
F. to, or attempt to, reverse compile, disassemble or reverse engineer all or any part of the Services;
iii. access all or any of the Services in order to build a product or service which competes with the Services or LWT AI’s other services;
iv. use the Services to provide services to third parties for a fee or to act as a service bureau; or
v. access or search any part of the Service, or any other service owned by LWT AI other than our publicly supported interface.
5. Third Party Platforms and Products
a. LWT AI may require access to your third party products, in order to function and perform the Services (‘Your Third Party Products’). You agree to provide such access and to procure the right for the Services and/or LWT AI (though other applications or services) to interact with Your Third Party Products.
b. Without limiting the obligations in clause 5(a), you must:
i. maintain your right to use Your Third Party Products at all times;
ii. obtain and maintain all authorisations, consents, approvals and licences necessary for LWT AI to access, use or otherwise interact with Your Third Party Products to provide the Services;
iii. procure and assist with LWT AI’s access to, use of or interaction with Your Third Party Products as reasonably requested by LWT AI; and
iv. ensure that LWT AI’s performance of the Services under these Terms do not breach or cause you to be in breach of any other agreements with the relevant third party for Your Third Party Products.
c. You acknowledge that LWT AI has no control over Your Third Party Products, and accordingly LWT AI will not be liable to you if LWT AI is unable to perform the Services (in whole or in part) as a result of any matter that arises in connection with LWT AI’s inability to fully access, use or otherwise interact with Your Third Party Products.
d. The Services may include goods and services that are provided by third parties (‘LWT AI Third Party Products’), which may be governed by third party terms and conditions. You acknowledge that LWT AI does not control or operate the LWT AI Third Party Products. If your use of the Services in accordance with these Terms requires the use of LWT AI Third Party Products (which require you to agree to third party terms and conditions), LWT AI will notify you of the relevant third party terms and conditions and you must agree to, and comply with, those third party terms and conditions. If you fail to agree to, or comply with, those third party terms and conditions and are prevented from using the relevant LWT AI Third Party Products, LWT AI will not be liable to you for any inability to use the Services (in whole or in part) arising in connection with those LWT AI Third Party Products.
e. To the maximum extent permitted by applicable law, you acknowledge that LWT AI does not control the LWT AI Third Party Protects and that LWT AI has no control over the third party providers of the LWT AI Third Party Protects. Accordingly, LWT AI will not be responsible or liable for the acts and omissions of those LWT AI Third Party Products, except to the extent directly caused or contributed to by the mistake, fraud or wilful misconduct of LWT AI.
6. Security and Data Privacy
a. LWT AI may collect, use, disclose, store, and otherwise process information or any data or information that you upload to, or use in connection with, the Services or that you otherwise make available to LWT AI (‘Your Data’). To the extent Your Data contains personal information, this will be undertaken in accordance with LWT AI’s Privacy Policy which is incorporated by reference to these Terms .
b. You warrant that you have all necessary consents, approvals, licences, authorisations and otherwise agreements to collect and process and provide us access to Your Data. You warrant that LWT AI, in performing the Services, will not be in breach of or infringe the privacy, intellectual property, moral or other rights of third parties.
c. You must comply with all data security and privacy laws that are applicable to you or Your Data (including the Privacy Act 1988 (Cth)) as if you were an entity that was bound by those laws.
d. You must implement appropriate technical, physical and organisational security measures to protect Your Data (as that term is defined in the Privacy Act 1988 (Cth)) that you may be provided, use, or have access to, under these Terms (including as part of the Services) against any actual or suspected misuse, interference, loss, or unauthorised access, modification, or disclosure (each and together a ‘Security Incident’).
e. If you suffer a Security Incident that affects or involves LWT AI or LWT AI’s networks, systems, software, data or the Services, you must:
i. notify LWT AI of the Security Incident immediately after you become aware of it, but no later than 48 hours or such other shorter period required by applicable law;
ii. provide reasonable cooperation and assistance to LWT AI upon request to investigate the Security Incident; and
iii. use immediately remedy any Security Incident and prevent any further or recurrent Security Incident at its expense.
f. You must not disclose to any third party (including any governmental agency or privacy regulator or affected individual) the existence or circumstances surrounding the Security Incident that involves LWT AI or the Services unless you are expressly required to do so by applicable Law and LWT AI has given its prior approval to the contents of the notice to the third party (such approval not to be unreasonably withheld or delayed).
g. You may request LWT AI to delete Your Data. If LWT AI receives such a request from you, LWT AI will delete Your Data in accordance with LWT AI’s privacy policy located at Privacy Policy.
7. Data Use and use of Artificial Intelligence
a. You grant to, or will procure the granting of, a royalty-free, perpetual, sublicensable and transferable licence to LWT AI to Your Data for the purposes of LWT AI performing its obligations and enjoying its rights under these Terms (including the provision of the Services).
b. You acknowledge and agree that LWT AI may collect, store, disclose, use and otherwise process statistical data and de-identified, anonymized or aggregated data input to (including Your Data), or output from, the Services for its own purposes, including to enhance the Services or LWT AI’s other services or develop new services.
c. You acknowledge that LWT AI will hold Your Data and any outputs from your use of the Services until the earlier of:
i. termination of the Terms; and
ii. where you have not used, or ceased paying for, the Services for a cumulative period of 12 months,
after which LWT AI may permanently delete any copies of Your Data and outputs that is in its possession or control.
d. You acknowledge that LWT AI is not responsible for performing data back-ups or recoveries of your data and outputs, and that it is your responsibility to ensure that you back up you data and outputs.
e. You acknowledge and agree that LWT AI may use Artificial Intelligence tools (‘AI’) to provide the Services and to process data and information in connection with the Services and you consent to the use of AI by LWT AI to process Your Data for the purposes contemplated under the Terms.
8. Subscription to use the Service
a. In order to use the Application, and except where LWT AI has granted you a Free Account, you must purchase a subscription through the Website (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee'). After purchasing a Subscription, you will be considered a member (‘Member’).
b. Your rights under these Terms to use the Application will only subsist for as long as you maintain an active Subscription with LWT AI, and such rights will cease when you no longer maintain an active subscription with LWT AI.
c. In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
d. You will be required to register for an account through the Website before you can access the Application (the 'Account').
e. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to email address, name, name aliases, nicknames, calendar entries from Google and Outlook and agenda items for meetings.
f. You warrant that any information you give to LWT AI in the course of completing the registration process will always be accurate, correct and up to date.
g. You will be responsible for maintaining the security of your Account and will be responsible for all activity that occurs under your Account (including any unauthorised use of the Services under your Account).
h. As a Member you will be granted immediate access to the Application from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').
i. You must not use the Services and must not accept these Terms if:
i. you are not of legal age to form a binding contract with LWT AI; or
ii. 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.
9. Payments
a. You must pay the Subscription Fees to LWT AI by direct transfer to the nominated bank account of LWT AI within 7 days from the invoice date. All amounts payable for the Services exclude GST.
b. You may make payments using third-party applications and services not owned, operated, or otherwise controlled by LWT AI. You acknowledge and agree that LWT AI will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for the Services.
c. If you default in the payment of any money payable under these Terms for a period of more than 10 business days, then LWT AI may charge interest on the amount outstanding, at the amount 5% of the amount outstanding.
d. You must pay all reasonable expenses incurred by LWT AI in enforcing its rights under these Terms, including without limitation all reasonable collection fees in commissions, administrative costs, out-of-pocket expenses and legal costs (calculated on a solicitor/own client basis) incurred by LWT AI as a direct consequence of your default in payment according to these Terms.
e. You acknowledge and agree that where a payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee and LWT AI’s attempts to recover the Subscription Fee from you.
f. You agree and acknowledge that LWT AI can vary the Subscription Fee at any time, provided that the varied Subscription Fee will only come into effect following the conclusion of the existing Subscription.
10. Refund Policy
LWT AI will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services, in accordance with the Australian Consumer Law or if the manager of LWT AI makes a decision that it is reasonable to do so under the circumstances . Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by you (the 'Refund').
11. GST
a. In these Terms:
i. GST means a tax payable on Taxable Supplies (as defined in the GST Act) under the GST Act; and
ii. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
b. Terms defined in this clause 11 have the same meaning as in the GST Act unless provided otherwise.
c. If a party makes a supply under or in connection with these Terms in respect of which GST is payable, the consideration for the supply, but for the application of this clause 11.c (GST Exclusive Consideration), is increased by an amount equal to the GST Exclusive Consideration multiplied by the rate of GST prevailing at the time the supply is made.
d. If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with clause 11.c.
e. A party need not make a payment for a taxable supply made under or in connection with these Terms until it receives a valid tax invoice for the supply to which the payment relates.
12. Copyright and Intellectual Property
a. The Services and all of the related products of LWT AI Pty Ltd are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties.
b. Unless otherwise indicated, all rights (including copyright) in the Services (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) are owned or controlled for these purposes, and are reserved by LWT AI or its contributors.
c. All trademarks, service marks and trade names in the Services are owned, registered and/or licensed by LWT AI. LWT AI grants to you a personal, worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
i. use the Services pursuant to these Terms;
ii. copy and store the Services and the material contained in the Services in your device's cache memory; and
iii. print pages from the Services for your own personal and non-commercial use.
d. LWT AI does not grant you any rights whatsoever in relation to the Services other than those expressly set out in these Terms. All other rights are expressly reserved by LWT AI.
e. LWT AI retains all rights, title and interest in and to the Services. Nothing you do on or in relation to the Services and nothing under these Terms will transfer any:
i. business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright;
ii. a right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or
iii. a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
f. You acknowledge and agree that LWT AI will own any intellectual property rights that are improvements or derivations of the Services (if any) (‘Developed IPR’) and that any Developed IPR will vest in LWT AI upon their creation. To the extent that any Developed IPR is not validly vested in LWT AI, you assign all existing and future Developed IPR, in each case from the date of their creation, to LWT AI, and will execute such documents that LWT AI may reasonably require to perfect title in the Developed IPR.
g. You may not, without the prior written permission of LWT AI and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or LWT AI Third Party Products for any purpose, unless otherwise provided by these Terms or the applicable third party terms and conditions. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
h. You may provide LWT AI with feedback, comments, suggestions and recommendations, under or in connection with this Agreement, regarding the Services (Feedback). You grant to LWT AI a perpetual, irrevocable, sublicensable, transferable, royalty-free and world-wide licence to use the Feedback to improve or modify the Services and for LWT AI’s business purposes, without requiring LWT AI to provide you with any attribution, payment or any other form of consideration.
13. Confidentiality
a. Each party (Receiving Party) acknowledges that, in the course of the agreement formed between you and LWT AI pursuant to these Terms, it may receive or acquire information that is confidential to the other party (Disclosing Party).
b. Confidential information includes information:
i. that is marked or noted as ‘confidential’ by the Disclosing Party’;
ii. which the Receiving Party (acting reasonably in the circumstances) ought to know was of a confidential nature; and
iii. which a reasonable person in the position of the Receiving Party would understand to be confidential.
c. Each party acknowledges that the Disclosing Party’s confidential information comprises information which is valuable and owned by the Disclosing Party and will cause serious damage and loss to the Disclosing Party if it is improperly disclosed or used.
d. Each Receiving Party must, unless otherwise required by applicable law, keep the confidential information of the Disclosing Party secret and confidential and must not disclose any part of the confidential information to any person (other than to those of its personnel who need to know and who are under similar obligations of confidentiality).
e. Each Receiving Party must not, and must ensure that none of its personnel, use the confidential information of the Disclosing Party except in connection with the performance of its obligations or enjoyment of its rights under this Agreement.
f. Each Receiving party is liable to the Disclosing Party for any misuse of the Disclosing Party’s confidential information by its personnel.
14. Australian Consumer Law
a. For the purposes of these Terms, the Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
b. If you acquire any goods and services from LWT AI in Australia as a consumer under the Australian Consumer Law (which can include individuals or businesses or other entities of any size), these Terms are subject to this clause 14.
c. Nothing in these Terms apply where it would exclude, restrict or modify any right or remedy you may have under the Australian Consumer Law if such right or remedy cannot be lawfully excluded, restricted or modified.
d. Notwithstanding anything to the contrary in these Terms, if you acquire goods (other than goods acquired for the purpose of resupply) and services from LWT AI as a consumer, they come with statutory guarantees under the Australian Consumer Law that are not excluded by these Terms.
e. The statutory guarantees include (without limitation) the following:
i. goods must be of acceptable quality. This means they must:
A. be safe;
B. be free from defects;
C. be acceptable in appearance and finish;
D. do all things someone would ordinarily expect them to do;
E. match any demonstration model or sample;
F. be fit for the purpose which LWT AI has represented to you it would be fit for;
G. match the description of the goods given by LWT AI; and
H. meet any express warranty given by LWT AI to you (at the time of your acquisition of the good) about their performance, condition and quality;
ii. services provided by LWT AI must:
A. be provided with due care and skill or technical knowledge;
B. be fit for the purpose or give the results that have been agreed to; and
C. be delivered within a reasonable time when there is no agreed end date.
f. To the extent that LWT AI fails to comply with a consumer guarantee applicable to you under the Australian Consumer Law, you are entitled to the remedies as set out in the Australian Consumer Law. For major failures with the service, you are entitled:
i. to cancel the agreement with LWT AI: and
ii. to a refund for the unused portion, or to compensation for the reduced value in, the services.
g. You are also entitled to choose a refund or replacement for major failures with goods.
h. If a failure with the good or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund for any unused portion of the service.
i. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
15. General Disclaimer
Subject to this clause and applicable law (including the Australian Consumer Law), and to the maximum extent permitted by applicable law:
a. all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded;
b. use of the Services is at your own risk;
c. the Services are provided to you "as is" and "as available" without warranty or condition of any kind, and LWT AI does not make any express or implied representation or warranty about the Services, including warranties or representations regarding:
i. performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records in respect of the Services;
ii. the accuracy, suitability or currency of any information in respect of the Services (including third party material and advertisements on the Website);
iii. costs incurred as a result of you using the Services;
iv. the operation in respect to third party links which are provided for your convenience; and
v. that the Services will meet your expectations or requirements or any results or outputs that may be achieved by your use of the Services.
d. It is your responsibility to review and confirm the accuracy and correctness of any outputs you receive from your use of the Services (including any transcriptions) and your reliance on such outputs will be at your own risk.
16. Limitation of Liability
a. A party’s total liability to the other party arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the amount paid by you to LWT AI for the Services in the twelve (12) months preceding the event that gave rise to that liability.
b. Neither party nor their affiliates, employees, agents, contributors and licensors will be liable to the other party for any indirect, incidental, special consequential or exemplary damages, however caused and under any theory of liability. This will include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, loss of data and any other intangible loss.
17. Modifications and Suspension
a. LWT AI may suspend your access to the Services (or any feature or component of it) at any time:
i. if the continued use of the Services may result in material harm to the parties or a third party;
ii. if you commit a breach of these Terms;
iii. if you commit any act of fraud or wilful misconduct;
iv. to comply with laws and regulations applicable to, or in connection with, the LWT AI and/or the Services; or
v. to conduct maintenance on the Services, or when LWT AI needs to perform emergency maintenance as a result of actual or potential trouble with, or disruptions of, the Services.
b. Where LWT AI intends to suspend your access to the Services under this clause 17, it will provide you with prior notice (where reasonably practicable) and will mitigate the effects and duration of the suspension to the extent it reasonably can.
c. LWT AI may modify the any specifications, features and functionalities of the Services upon notice to you, provided that the core functionality and features of them are not materially degraded. Should any such core functionality and features be materially degraded, you may notify LWT AI and, should LWT AI be unable to rectify that material degradation within a reasonable time after such notice, you may terminate the Terms without further financial consequence.
18. Term and Termination
a. If you want to terminate the Terms, you may do so by:
i. notifying LWT AI, at least 14 days prior to the end of the term of your current Subscription, that you do not intend renew your Subscription for the Services; or
ii. closing your accounts for all of the services which you use, where LWT AI has made this option available to you,
and such termination will become effective at the end of the term for your then current Subscription.
b. Any notices pursuant to clause 18.a. above should be sent, in writing, to LWT AI Pty Ltd via the 'Contact' link on our homepage.
c. LWT AI may terminate the Terms if it notifies you, at least 14 days prior to the end of the term of your current Subscription, that it will not renew your Subscription for the Services, and such termination will become effective at the end of the term for your then current Subscription.
d. Either party may terminate the Terms with immediate effect if:
i. the other party commits a material breach of the Terms that is incapable of being remedied or remains unremedied for at least thirty (30) days after being notified; or
ii. it is required to do so by applicable law.
e. Upon effective termination of the Terms:
i. all of your rights to use the Application cease and you must stop using the Applicatoin; and
ii. LWT AI may delete any data, information or output it holds about you or on your behalf.
19. Indemnity
You agree to indemnify LWT AI from and against:
a. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with:
i. any fraudulent act or wilful misconduct performed by or on your behalf; and
ii. any infringement of the privacy, intellectual property or moral rights of a third party by you in connection with your use of the Services.
20. Dispute Resolution
21.1 Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any tribunal or court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
21.2 Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, 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.
21.3 Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
a. Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
b. If for any reason whatsoever, 30 days after the date of the 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 the Australian Disputes Centre (‘ADC’);
c. 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; and
d. The mediation will be held in Sydney, Australia.
21.4 Confidential:
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
21.5 Termination of Mediation:
If 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.
21. Venue and Jurisdiction
The Services offered by LWT AI is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute will be in the courts of New South Wales.
22. Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created under the Terms will be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The Terms will be binding to the benefit of the parties and their successors and assigns.
23. Relationship of Parties
The legal relationship between you and LWT AI is that of principal and independent contractor. The Terms must be construed in every respect to give effect to this independence. Nothing in the Terms may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.
24. Assignment
LWT AI may assign the Terms upon prior written notice to you. You may only assign the Terms upon receiving LWT AI’s express prior written consent (such consent not to be unreasonably withheld).
25. Entire Understanding
To the maximum extent permissible by applicable law, these Terms contain the entire understanding between the parties concerning the subject matter of these Terms and supersedes all prior agreements, understandings and communications between the parties, whether written or oral, and that each party acknowledges that, except as expressly stated in these Terms, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to the subject matter of these Terms.
26. Waiver
No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
27. Further Assurances
Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of these Terms and the transactions contemplated by it.
28. Consents and Approvals
If the doing of any act, matter or thing under these Terms is dependent on the consent or approval of a party or is within the discretion of a party, the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the party in its absolute discretion, unless express provision to the contrary has been made.
29. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
30. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part will be severed and the rest of the Terms will remain in force.
31. Survival
Termination or expiration in whole or in part of the Terms does not affect those provisions and those obligations of a party which by their very nature survive termination, and the following clauses will survive termination or expiration of the Terms: 6, 7, 11, 12, 13, 14, 15, 16, 18.e, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 30 and this clause 31.