End-User License Agreement

1. Agreement Overview

This End-User License Agreement ("Agreement", "EULA") is a legally binding contract between you ("User", "you", "your") and XiPlatform Pty Ltd (ABN pending), a company registered in New South Wales, Australia ("XiPlatform", "we", "us", "our").

This Agreement governs your access to and use of the Renly platform, including the web application at app.renly.ai, all associated APIs, integrations, AI agents, documentation, and any related services (collectively, the "Service").

By creating an account, accessing, or using the Service in any way, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy. If you do not agree to these terms, you must not use the Service.

If you are using the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to this Agreement, and "you" refers to both you individually and the organisation.

2. Beta Service Disclaimer

The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

During the beta period, features, functionality, availability, and pricing may change without prior notice. We may introduce, modify, or discontinue any aspect of the Service at our sole discretion. We do not guarantee uninterrupted or error-free operation.

You acknowledge and agree that your use of the beta Service is at your own risk and that the Service may contain bugs, errors, or inaccuracies that could result in failures, data loss, or other adverse outcomes.

3. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business or personal purposes during the term of your subscription.

This licence does not grant you any right, title, or interest in the Service, its source code, underlying technology, algorithms, models, or any intellectual property of XiPlatform, except the limited right to use the Service as expressly provided herein.

You may not:

• Copy, modify, distribute, sell, lease, sublicence, or create derivative works of the Service or any part thereof.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service.
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Service.
• Use the Service to build a competing product or service, or to benchmark the Service for competitive purposes without our prior written consent.
• Access the Service through any automated means (bots, scrapers, crawlers) except through our published APIs and in accordance with applicable rate limits.
• Circumvent, disable, or interfere with any security, authentication, or access-control features of the Service.

4. Account Registration and Security

To use the Service, you must create an account and provide accurate, complete, and current information. You agree to update your information promptly if it changes.

You are responsible for:

• Maintaining the confidentiality of your account credentials, including passwords and Personal Access Tokens (PATs).
• All activities that occur under your account, whether or not authorised by you.
• Notifying us immediately at security@renly.ai if you suspect any unauthorised access to or use of your account.

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised, are being used in violation of this Agreement, or are inactive for an extended period.

You must be at least 18 years of age to create an account and use the Service. By creating an account, you represent and warrant that you meet this age requirement.

5. Subscription Plans, Fees, and Billing

The Service is offered under multiple subscription tiers (Free, Personal, Pro, Pro Plus, and Enterprise), each with defined features, seat limits, and usage quotas as described on our Pricing page.

• Payment — Paid subscriptions are billed in advance on a monthly or annual basis. All fees are quoted in US dollars and are non-refundable except as expressly stated herein or as required by applicable law.
• Billing — Payment processing is handled by Stripe, Inc. By providing payment information, you authorise us to charge the applicable fees through Stripe. You agree to Stripe's terms of service as they apply to payment processing.
• Seat-based licensing — Plans with multiple seats are billed per seat. Adding seats mid-cycle will result in prorated charges for the remainder of the billing period. Removing seats takes effect at the end of the current billing period.
• Upgrades and downgrades — Plan changes take effect according to our billing policies. Downgrades may result in loss of access to features, data, or capacity associated with the higher-tier plan.
• Overdue payments — If payment fails, we will attempt to notify you and may suspend access to the Service until the outstanding balance is settled. Accounts with payments overdue by more than 30 days may be terminated.
• Taxes — You are responsible for all applicable taxes, duties, and levies arising from your subscription, except for taxes based on our net income.

6. AI-Generated Content

The Service uses artificial intelligence models provided by third parties (including but not limited to Anthropic, OpenAI, Google, and other providers) to generate text, code, documents, designs, diagrams, and other outputs ("AI Output").

You acknowledge and agree that:

• AI Output may contain errors, inaccuracies, biases, outdated information, or content that is incomplete or misleading. You are solely responsible for reviewing, verifying, and validating all AI Output before use.
• AI Output should not be used as the sole basis for decisions with legal, financial, medical, safety, or other material consequences.
• We do not guarantee the originality of AI Output. AI Output may be similar to content generated for other users or to content that exists elsewhere. You are responsible for ensuring that your use of AI Output does not infringe third-party intellectual property rights.
• AI model providers may change, update, or discontinue their models at any time, which may affect the quality, style, or availability of AI Output.
• In BYOLLM (Bring Your Own LLM) configurations, you are responsible for your relationship with and use of your chosen AI model provider, including compliance with their terms of service.

Subject to the foregoing, you retain ownership of AI Output generated through your use of the Service, to the extent that such output is protectable under applicable intellectual property law.

7. Your Content and Data

"User Content" means all data, text, files, documents, queries, instructions, configurations, and other materials that you submit to, create within, or transmit through the Service.

You retain all right, title, and interest in your User Content. By using the Service, you grant us a limited, non-exclusive, worldwide licence to host, store, process, and display your User Content solely for the purpose of providing and improving the Service.

You represent and warrant that:

• You own or have the necessary rights and permissions to submit your User Content to the Service.
• Your User Content does not violate any applicable law, regulation, or third-party right, including intellectual property, privacy, or contractual rights.
• Your User Content does not contain malware, viruses, or any code designed to disrupt, damage, or interfere with the operation of the Service.

We do not claim ownership of your User Content. We do not use your User Content to train AI models. We do not sell, share, or disclose your User Content to third parties except as described in our Privacy Policy or as required by law.

8. Third-Party Integrations

The Service supports integrations with third-party platforms including but not limited to Azure DevOps, Jira, GitHub, Slack, Microsoft Teams, OneNote, Outlook, Linear, Notion, Dynamics 365, Xero, and QuickBooks ("Third-Party Services").

When you connect Third-Party Services:

• You authorise the Service to access, read, and in some cases write to those Third-Party Services on your behalf using the credentials and access tokens you provide.
• You are responsible for ensuring you have the authority and appropriate licences to connect and use those Third-Party Services through Renly.
• All actions performed through Third-Party Services (including creating, modifying, or deleting data) are initiated by you and are your sole responsibility.
• We do not control, endorse, or assume any responsibility for the availability, accuracy, security, or data-handling practices of any Third-Party Service.
• Your use of Third-Party Services is subject to the respective terms of service and privacy policies of those services, which you should review independently.

We expressly disclaim all liability for any loss, damage, data corruption, or claim arising from your use of Third-Party Services through the Service.

9. AI Governance and Policy Controls

Enterprise-tier users may access our Governed Runtime, which provides configurable policy controls over AI agent behaviour, including content filtering, model access restrictions, token budgets, and audit logging.

• Configuration responsibility — You are solely responsible for configuring governance policies appropriate to your organisation's regulatory, compliance, and operational requirements. We provide the tools; you define the rules.
• No compliance guarantee — While the Governed Runtime is designed to support compliance workflows, it does not guarantee compliance with any specific law, regulation, or standard (including GDPR, HIPAA, SOX, or any industry-specific requirement). You should seek independent legal and compliance advice.
• Evaluation limitations — Policy evaluations (including structural and semantic analysis) are best-effort and may not catch all policy violations. False positives and false negatives may occur.
• Audit data — Governance audit logs are retained according to your data retention settings and are provided for your internal use. We do not guarantee that audit logs meet the evidentiary standards of any particular jurisdiction or regulatory body.

10. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with this Agreement. You must not use the Service to:

• Violate any applicable local, state, national, or international law or regulation.
• Generate, store, or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Infringe or misappropriate any intellectual property, privacy, publicity, or other proprietary right of any person or entity.
• Transmit any unsolicited or unauthorised advertising, spam, or promotional materials.
• Attempt to gain unauthorised access to any part of the Service, other users' accounts, or any systems or networks connected to the Service.
• Introduce viruses, trojan horses, worms, or other malicious code that may damage, interfere with, or intercept any part of the Service.
• Use the Service to develop, train, or improve AI models that compete with the Service or its underlying technology.
• Probe, scan, or test the vulnerability of the Service or any network connected to the Service, except with our prior written consent as part of an authorised security assessment.
• Exceed published rate limits, usage quotas, or seat allocations, or attempt to circumvent technical limitations imposed on your subscription plan.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Use the Service to generate content that could be used to harm, deceive, or defraud individuals or organisations.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including suspending or terminating their account and reporting violations to law enforcement authorities.

11. Intellectual Property

The Service, including its source code, algorithms, user interface, design, documentation, trademarks, logos, and all related intellectual property, is and remains the exclusive property of XiPlatform Pty Ltd and its licensors.

Nothing in this Agreement transfers any intellectual property rights in the Service to you. All rights not expressly granted herein are reserved by XiPlatform.

The "Renly" name, logo, and associated branding are trademarks of XiPlatform Pty Ltd. You may not use our trademarks without our prior written permission, except as reasonably necessary to identify the Service in the context of your authorised use.

We welcome feedback, suggestions, and ideas regarding the Service. You agree that any feedback you provide may be used by us without restriction, attribution, or compensation, and that we may incorporate such feedback into the Service at our sole discretion.

12. Data Security and Privacy

We implement industry-standard technical and organisational measures to protect your data, including AES-256-GCM encryption at rest, TLS encryption in transit, and multi-tenant data isolation. For detailed information, see our Security page and Privacy Policy.

However, no method of electronic storage or transmission is completely secure. While we strive to protect your data, we cannot guarantee absolute security. You acknowledge this inherent risk and agree that we shall not be liable for any unauthorised access to your data resulting from factors beyond our reasonable control.

Our collection, use, and handling of personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, you consent to data handling practices described in the Privacy Policy.

13. Service Availability and Support

We aim to maintain high availability of the Service but do not guarantee uninterrupted, error-free, or continuous access. The Service may be temporarily unavailable due to:

• Scheduled or emergency maintenance.
• Updates, patches, or feature deployments.
• Factors beyond our reasonable control, including third-party service outages, network failures, or force majeure events.

Support is provided according to the terms of your subscription plan. Enterprise customers may negotiate separate Service Level Agreements (SLAs) with specific uptime commitments, response times, and support channels.

We will make reasonable efforts to notify you of planned maintenance that may affect service availability.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• No consequential damages — In no event shall XiPlatform, its directors, officers, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, business opportunity, goodwill, or other intangible losses, arising out of or in connection with the Service, regardless of the cause of action or the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if advised of the possibility of such damages.
• Liability cap — Our total aggregate liability arising out of or in connection with this Agreement or the Service shall not exceed the greater of (a) the total fees paid by you to XiPlatform during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred Australian dollars (AUD $100).
• AI Output — We bear no liability for any decisions made, actions taken, or consequences arising from reliance on AI-generated content produced through the Service.
• Third-party services — We bear no liability for any loss or damage arising from your use of Third-Party Services accessed through the Service.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, death, or personal injury caused by negligence.

15. Indemnification

You agree to indemnify, defend, and hold harmless XiPlatform Pty Ltd, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service or any activity under your account.
• Your User Content or your use of AI Output.
• Your use of Third-Party Services through the Service.
• Your violation of this Agreement, any applicable law, or any third-party right.
• Any dispute between you and a third party related to the Service.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defences.

16. Term and Termination

This Agreement is effective from the date you first access or use the Service and continues until terminated in accordance with this section.

• Termination by you — You may terminate this Agreement at any time by cancelling your subscription and deleting your account through the Service settings, or by contacting us at support@renly.ai. Cancellation of a paid subscription takes effect at the end of the current billing period.
• Termination by us — We may suspend or terminate your access to the Service immediately and without notice if you breach this Agreement, engage in conduct that we determine is harmful to the Service or other users, fail to pay outstanding fees, or if required to do so by law.
• Effect of termination — Upon termination, your licence to use the Service ends immediately. You must cease all use of the Service. We will delete your data within 30 days of account closure, unless we are required to retain it by law or for legitimate business purposes (such as resolving disputes or enforcing this Agreement).
• Data export — Before termination, you may export your User Content through the features available in the Service. We are not obligated to provide data exports after account closure.
• Survival — Sections relating to intellectual property, limitation of liability, indemnification, governing law, and any other provisions that by their nature should survive termination shall survive the termination of this Agreement.

17. Modifications to This Agreement

We reserve the right to modify this Agreement at any time. When we make material changes, we will:

• Update the "Effective date" and "Last updated" date at the top of this page.
• Provide notice through the Service (in-app notification) or via email to the address associated with your account at least 14 days before the changes take effect.

Your continued use of the Service after the effective date of any modification constitutes your acceptance of the revised Agreement. If you do not agree to the modified terms, you must stop using the Service and may terminate your account in accordance with Section 16.

We may also update non-material aspects of the Service (including features, pricing tiers, usage quotas, and documentation) from time to time. We will make reasonable efforts to communicate significant changes but are not obligated to provide advance notice for non-material updates.

18. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict-of-law provisions.

Any dispute, claim, or controversy arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia. You irrevocably submit to the jurisdiction of those courts and waive any objection to the venue or convenience of the forum.

Before initiating any formal legal proceedings, you agree to attempt to resolve any dispute informally by contacting us at legal@renly.ai. We will attempt to resolve the dispute through good-faith negotiation for a period of at least 30 days.

19. General Provisions

• Entire agreement — This Agreement, together with the Privacy Policy and any applicable order forms or enterprise agreements, constitutes the entire agreement between you and XiPlatform regarding the Service and supersedes all prior agreements, representations, and understandings.
• Severability — If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
• Waiver — Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of XiPlatform.
• Assignment — You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets.
• Force majeure — We shall not be liable for any failure or delay in performing our obligations under this Agreement due to events beyond our reasonable control, including natural disasters, pandemic, war, terrorism, government actions, power failures, internet or telecommunications failures, or third-party service outages.
• No third-party beneficiaries — This Agreement does not create any third-party beneficiary rights in any person or entity.
• Notices — We may provide notices to you via the email address associated with your account, through in-app notifications, or by posting on our website. You may provide notices to us at the contact details set out in Section 20.
• Headings — Section headings are for convenience only and do not affect the interpretation of this Agreement.

20. Contact

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

• General enquiries: support@renly.ai
• Legal enquiries: legal@renly.ai
• Security concerns: security@renly.ai
• Entity: XiPlatform Pty Ltd
• Location: Sydney, New South Wales, Australia