SMARTSCALE AI — TERMS OF USE

Effective date: 1 September 2026

These Terms of Use (“Terms”) govern your access to and use of the Smartscale AI platform, website, software, tools, content and related services (together, the “Service”) provided by Smartscale AI Pty Ltd (“Smartscale AI”, “we”, “us” or “our”).

By creating an account, subscribing to a plan, accessing or using the Service, you agree to be bound by these Terms of Use.

If you do not agree to these Terms of Use, you must not use or access the Service.

Definitions

“You”, “User” or “Customer” means the individual or entity that accesses, registers for, subscribes to, or uses the Smartscale AI platform and Services.

If the account is used on behalf of a business or other organisation, “You”, “User” or “Customer” includes that business or organisation and the individual authorised to act on its behalf.

“Smartscale AI”, “we”, “us” or “our” means Smartscale AI and its owners, operators and authorised service providers.

“Platform” means the Smartscale AI website, application, software, systems and associated technology made available by us.

“Services” means the AI-powered marketing intelligence, analysis, recommendations, content, insights, tools and other services provided through the Platform.

“Account” means the account created by a User to access the Platform or Services.

“Content” means information, data, text, images, documents, materials and other content submitted to or generated through the Platform.

“Your Content” means any information, data, text, images, documents, website content, brand materials, business information, instructions, prompts or other materials that you upload, submit, connect to or otherwise provide to Smartscale AI through the Platform or Services.

1. About Smartscale AI

Smartscale AI is an AI-powered marketing platform designed to assist businesses with marketing strategy, content creation, website analysis, visibility analysis, competitor insights and related marketing activities.

The Service may include, among other things:

·       AI-generated marketing content;

·       website and digital presence reviews;

·       marketing opportunity and visibility audits;

·       competitor analysis;

·       content recommendations;

·       campaign and marketing strategy suggestions;

·       search, SEO, AEO and GEO-related insights;

·       social media and digital marketing recommendations;

·       reporting, dashboards and analytics; and

·       other AI-powered tools and features introduced from time to time.

The specific features available to you will depend on your subscription or other access arrangement.

Smartscale AI may add, modify, suspend or remove features from the Service from time to time.

2. Eligibility and your account

You must be legally capable of entering into a binding contract to use the Service. You must be over the age of 18 years to sign up to an account or use Smartscale AI platform and services.

When you create an account, you agree to provide information that is accurate, current and complete and to keep that information updated.

You are responsible for:

·       maintaining the confidentiality of your login credentials;

·       all activity undertaken through your account;

·       ensuring that anyone you authorise to access your account complies with these Terms; and

·       notifying us promptly if you become aware of unauthorised access to your account.

You must not share your account credentials with another person where your subscription does not permit shared access.

If you create an account or purchase a subscription on behalf of a business or organisation, you represent that you have authority to bind that business or organisation to these Terms.

3. Your right to use the Service

Subject to these Terms and payment of any applicable fees, Smartscale AI grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Service for your internal business or personal marketing purposes.

You do not acquire ownership of the Smartscale AI platform, software, algorithms, systems, models or underlying technology by using the Service.

You may not:

·       copy, reproduce, modify or commercially exploit the Service except as expressly permitted;

·       reverse engineer, decompile or attempt to discover the source code or underlying technology;

·       use automated methods to scrape, extract or collect data from the Service;

·       circumvent security, access controls or usage limitations;

·       use the Service to develop a substantially similar or competing product;

·       interfere with the operation or security of the Service;

·       introduce malicious code, viruses or other harmful material;

·       use the Service for unlawful, fraudulent, deceptive or misleading purposes; or

·       allow another person to use your account in breach of these Terms.

4. AI-generated content and recommendations

Smartscale AI uses artificial intelligence and machine-learning technologies to generate content, analysis, recommendations, insights and other outputs.

You acknowledge that AI-generated outputs may include but are not limited to:

·       may contain errors, inaccuracies or omissions;

·       may not reflect the most current information;

·       may contain recommendations that are unsuitable for your particular circumstances;

·       may produce similar or substantially similar outputs for different users; and

·       should not automatically be treated as fact, professional advice or a substitute for human judgement.

You are responsible for reviewing and approving any AI-generated content, recommendations or analysis before relying on, publishing or distributing it.

Smartscale AI outputs are not guaranteed to be unique and may resemble outputs generated for other users.

Smartscale AI does not guarantee that any AI-generated content will be accurate, complete, original, suitable for your business or achieve any particular marketing, financial, commercial or other result.

5. Human review and marketing compliance

Smartscale AI is designed to assist you with marketing activities. It is not a substitute for your own professional judgement, legal advice or regulatory compliance obligations.

You remain responsible for ensuring that content generated or recommended by the Service complies with all laws, regulations, industry codes and professional obligations applicable to your business.

This includes, where applicable:

·       advertising and consumer protection laws;

·       privacy laws;

·       intellectual property laws;

·       health advertising requirements;

·       financial services advertising requirements;

·       industry-specific advertising restrictions;

·       platform rules and advertising policies; and

·       applicable professional standards.

Where Smartscale AI provides compliance, regulatory or “guardrail” information, that information is intended to assist you in identifying potential issues. It does not constitute legal advice or a guarantee that content complies with every applicable law, regulation, code or platform policy.

You must independently review content before publication where compliance is important or legally significant.

6. No guarantee of marketing results

Smartscale AI does not guarantee any particular:

·       increase in website traffic;

·       search ranking;

·       SEO, AEO or GEO performance;

·       social media reach or engagement;

·       leads or enquiries;

·       sales or revenue;

·       conversion rate;

·       advertising performance;

·       brand awareness; or

·       other commercial outcome.

Marketing performance is affected by factors outside our control, including market conditions, competitors, advertising platforms, search engines, algorithms, consumer behaviour and the quality of information supplied by you.

Any examples, forecasts, scores, recommendations, opportunities or projected outcomes provided by the Service are indicative only and should not be interpreted as guarantees.

7. Your Content and Business Information

You may provide information, text, images, logos, brand guidelines, documents, website information, marketing materials, customer information and other material to Smartscale AI (“Your Content”).

You retain ownership of Your Content.

You represent and warrant that:

·       you own Your Content or have all necessary rights, licences and permissions to provide it to Smartscale AI;

·       your use of Your Content does not infringe another person’s intellectual property, privacy or other rights;

·       you have obtained all required rights, licences and permissions to use any fonts, imagery and marketing collateral included in Your Content;

·       you have obtained any required consent to provide personal information to Smartscale AI or to any third-party service used in connection with the Service; and

·       Your Content does not contain unlawful, defamatory, fraudulent, malicious or otherwise prohibited material.

You grant Smartscale AI a limited licence to host, store, process, reproduce and use Your Content only as reasonably necessary to provide, maintain, secure and improve the Service, subject to our Privacy Policy and any applicable data processing arrangements.

Smartscale AI does not acquire ownership of Your Content.

8. Personal information and privacy

Your use of the Service may involve the collection, use and processing of personal information.

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

You must not provide personal information to the Service unless you are legally entitled to do so and have complied with any applicable privacy obligations.

Where you provide personal information relating to another individual, you are responsible for ensuring that you have the necessary authority, notice and consent, where required by law, to provide that information to Smartscale AI and any third-party service provider involved in delivering the Service.

You should avoid providing sensitive personal information unless it is necessary for the Service and you are satisfied that you have a lawful basis to do so. Please refer to our Privacy Policy.

Smartscale AI may use third-party technology providers, including AI and cloud service providers, to deliver certain aspects of the Service. Details of relevant data handling practices are set out in our Privacy Policy and, where applicable, our Data Processing Addendum.

9. Third-party services

Smartscale AI may integrate with or rely upon third-party services, platforms, APIs, software or data sources.

These may include, but not limited to:

·       AI model providers;

·       search engines;

·       social media platforms;

·       website analytics platforms;

·       website platforms;

·       CRM platforms;

·       email marketing platforms;

·       advertising platforms;

·       cloud hosting providers; and

·       other marketing technology providers.

Your use of a third-party service may be subject to that provider’s separate terms and privacy policies.

Smartscale AI does not control third-party services and cannot guarantee their availability, accuracy, security or continued operation.

Changes, outages or restrictions imposed by a third-party provider may affect the functionality of the Service.

10. Website, search and competitor analysis

Where Smartscale AI analyses websites, search visibility, competitors or publicly available information, the results are based on information and data available to the Service at the relevant time.

Such information may be included one or all of the following:

·       incomplete;

·       delayed;

·       inaccurate;

·       incorrectly interpreted;

·       unavailable;

·       subsequently changed.

Competitor information and recommendations are provided for general marketing and strategic purposes only.

You should independently verify important information before making significant commercial decisions.

Smartscale AI does not represent or warrant that its analysis identifies every competitor, opportunity, search result, ranking factor, market trend or relevant piece of information.

11. Intellectual property

Smartscale AI and its licensors retain all intellectual property rights in:

·       the Service;

·       Smartscale AI’s software and technology;

·       algorithms and systems;

·       platform architecture;

·       reports and templates created by Smartscale AI;

·       branding, trademarks and logos;

·       proprietary methodologies;

·       interfaces and designs; and

·       other materials supplied by Smartscale AI,

Except for Your Content and any third-party material owned by others.

You may use reports, recommendations and content generated for you through the Service for your own business purposes, subject to these Terms and any applicable third-party rights.

You must not represent Smartscale AI’s proprietary technology, methodologies or systems as your own.

12. AI models and improvement of the Service

Smartscale AI may use aggregated, anonymised or de-identified information relating to use of the Service to monitor performance, identify trends, improve functionality, develop new features and maintain security.

Smartscale AI will not use Your Content to train publicly available AI models in a manner inconsistent with our Privacy Policy or any specific contractual commitment made to you.

Where a particular AI feature involves different data-use arrangements, those arrangements will be disclosed to you before or at the time the relevant feature is used where required.

13. Subscriptions and fees

Paid features of the Service require a valid subscription or other paid access arrangement.

Subscription prices, billing periods, usage limits and included features will be displayed at the time you subscribe or otherwise agreed with you.

Unless otherwise stated:

·       subscriptions renew automatically for the applicable billing period;

·       you authorise Smartscale AI or its payment provider to charge the applicable fees;

·       fees are payable in advance;

·       fees are generally non-refundable for unused portions of a billing period, except where required by law or expressly agreed otherwise; and

·       you remain responsible for applicable taxes, unless otherwise stated.

If a payment is unsuccessful, Smartscale AI may restrict or suspend access to paid features until payment is successfully processed.

14. Discounted rates and beta features

Smartscale AI may offer discounted rates, pilot programs or beta features from time to time.

Discounted rates includes Founding Member offers and beta features may be subject to additional conditions, usage limits or expiry dates.

Beta or experimental features may be modified, suspended or discontinued at any time.

You acknowledge that beta features may contain errors and may not operate in the same manner as fully released features.

15. Cancellation

You may cancel your subscription in accordance with the cancellation process made available through the Service or by contacting Smartscale AI.

Unless otherwise stated, cancellation will take effect at the end of the current paid subscription period.

Cancellation does not affect any rights or obligations that accrued before cancellation.

Nothing in these Terms limits any refund, cancellation or other rights you may have under the Australian Consumer Law or other applicable law.

Your Smartscale brand history is part of your subscription. When your subscription ends, your accumulated brand history, learnings, preferences and business context will be deleted and will no longer be available for use through your Account, subject to any information Smartscale AI is required or permitted to retain under applicable law, our Privacy Policy or legitimate data retention obligations. Deleted brand history cannot be recovered or restored if you later return to the Platform.

16. Suspension and termination

Smartscale AI may suspend or terminate your access to the Service where reasonably necessary, including where:

·       you materially breach these Terms;

·       you fail to pay applicable fees;

·       your use of the Service creates a security or legal risk;

·       you use the Service unlawfully or fraudulently;

·       you misuse or interfere with the Service; or

·       suspension is reasonably necessary to protect Smartscale AI, its users or third parties.

Where reasonably practicable, Smartscale AI will provide notice and an opportunity to remedy a breach before termination.

Where immediate suspension is reasonably necessary for security, legal or safety reasons, we may suspend access without prior notice.

Following termination, your right to use the Service will cease.

We may retain or delete information in accordance with our Privacy Policy, applicable law and any applicable data retention obligations. Where deletion is required, Smartscale AI will take reasonable steps to delete the relevant information in accordance with those obligations.

17. Service availability

We will use reasonable efforts to make the Service available and operational.

However, we do not guarantee that the Service will:

·       always be available;

·       be uninterrupted;

·       be error-free;

·       operate without delay;

·       remain unchanged;

·       be compatible with every device or software environment; or

·       remain available indefinitely.

The Service may be unavailable due to maintenance, upgrades, technical issues, cyber incidents, third-party outages or circumstances outside our reasonable control.

18. Disclaimer

To the maximum extent permitted by law, the Service is provided on an “as available” basis.

Except for rights and guarantees that cannot lawfully be excluded, Smartscale AI does not warrant that:

·       information provided by the Service will always be accurate or complete;

·       AI-generated content will be error-free;

·       the Service will meet every particular business requirement;

·       recommendations will produce a particular commercial outcome; or

·       the Service will be uninterrupted or secure at all times.

You acknowledge that AI technologies are probabilistic and can produce inaccurate or unexpected outputs.

You should always independently verify important information before relying upon it.

19. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded, restricted or modified, including rights and guarantees available under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.

To the extent permitted by law, our liability for a failure to comply with a consumer guarantee may be limited to the remedies permitted by the Australian Consumer Law.

If you are a consumer or small business customer protected by the Australian Consumer Law, nothing in these Terms is intended to remove those protections.

20. Limitation of liability

To the maximum extent permitted by law, Smartscale AI will not be liable for indirect, incidental, special or consequential loss arising from your use of the Service, including loss of profits, revenue, business opportunity, goodwill or anticipated savings.

To the maximum extent permitted by law, Smartscale AI’s aggregate liability arising out of or in connection with the Services or these Terms will be limited to the total fees paid or payable by you to Smartscale AI for the Services during the 12 months immediately preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded.

Nothing in this section is intended to exclude liability for fraud, wilful misconduct or any other liability that cannot legally be excluded or limited.

21. Your responsibility and indemnity

To the extent permitted by law, you agree to indemnify Smartscale AI against reasonable losses, liabilities, claims and expenses arising from:

·       your unlawful use of the Service;

·       your breach of these Terms;

·       Your Content where you did not have the necessary rights or permissions;

·       your infringement of another person’s intellectual property or other rights; or

·       your misuse of AI-generated content.

This indemnity does not apply to the extent that the relevant loss was caused by Smartscale AI’s negligence, wilful misconduct or breach of these Terms.

22. Acceptable use

You must not use the Service to:

·       engage in unlawful, fraudulent or deceptive conduct;

·       generate or distribute malicious software;

·       facilitate harassment, abuse, discrimination or violence;

·       infringe intellectual property or privacy rights;

·       impersonate another person or organisation;

·       generate misleading or deceptive material;

·       send spam or conduct phishing activities;

·       interfere with the security or operation of the Service;

·       attempt to gain unauthorised access to another account or system; or

·       use the Service in a way that could reasonably cause material harm to Smartscale AI or another person.

Smartscale AI may investigate suspected misuse and may restrict or suspend access where reasonably necessary.

23. Changes to the Service

Smartscale AI may change, improve, replace or discontinue features of the Service.

Where a material change substantially reduces the functionality of a paid Service during a current subscription period, Smartscale AI will use reasonable efforts to provide reasonable notice and, where appropriate, an alternative or other remedy.

Nothing in this section limits your rights under applicable law.

24. Changes to these Terms

We may update these Terms from time to time.

If we make a material change that adversely affects your rights or obligations, we will take reasonable steps to notify you, including by email or through the Service.

The updated Terms will apply from the effective date stated in the updated Terms.

If you continue to use the Service after the updated Terms take effect, you will be taken to have accepted the updated Terms, to the extent permitted by law.

25. Feedback

If you provide Smartscale AI with feedback, suggestions or ideas about the Service, you agree that we may use that feedback to improve the Service without owing you compensation, provided that we do not disclose your confidential information in doing so.

26. Confidentiality

Each party agrees to keep confidential information received from the other party confidential and to use it only for purposes connected with the Service.

This obligation does not apply to information that:

·       is publicly available other than through a breach of confidentiality;

·       was already lawfully known;

·       is independently developed;

·       is lawfully received from another source; or

·       must be disclosed by law or a lawful authority.

For business customers requiring additional confidentiality obligations, the parties may enter into a separate confidentiality agreement or data processing agreement.

27. Notices and communications

You agree that Smartscale AI may send you service-related communications electronically, including communications about:

·       your account;

·       subscriptions;

·       payments;

·       security;

·       changes to the Service; and

·       changes to these Terms.

Marketing communications will be handled in accordance with applicable law and our Privacy Policy.

You may unsubscribe from marketing communications at any time, but you may continue to receive essential service and legal communications.

28. Third-party rights

Except where expressly stated otherwise, these Terms do not create rights in favour of any third party.

29. Assignment

You may not transfer or assign your rights or obligations under these Terms without Smartscale AI’s prior written consent, except where permitted by law.

Smartscale AI may assign or transfer its rights and obligations as part of a merger, acquisition, corporate restructuring or sale of the relevant business or assets, provided that doing so does not materially reduce your rights under these Terms.

30. Severability

If a provision of these Terms is found to be invalid or unenforceable, that provision will be read down to the minimum extent necessary or, if that is not possible, severed.

The remaining provisions will continue to operate.

31. Waiver

A failure or delay by Smartscale AI to enforce a provision of these Terms does not constitute a waiver of our right to enforce that provision later.

32. Entire agreement

These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated into them, constitute the agreement between you and Smartscale AI regarding your use of the Service.

If you have entered into a separate written agreement with Smartscale AI, that agreement will prevail to the extent of any inconsistency.

33. Governing law and jurisdiction

These Terms are governed by the laws of the State of Victoria, Australia.

You and Smartscale AI submit to the courts of Victoria and courts entitled to hear appeals from them in respect of disputes arising in connection with these Terms, subject to any rights you may have under applicable consumer protection laws.

34. Contact us

If you have questions about these Terms or the Service, please contact:

Smartscale AI Pty Ltd

Email: hello@smartscaleai.com.au

Website: www.smartscaleai.com.au

ABN: 42686296873

Australian Consumer Law notice

Our services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL).

For major failures with the Service, you are entitled:

·       to cancel your service contract with us; and

·       to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage resulting from the failure.

If the failure does not amount to a major failure, you are entitled to have the problem with the Services rectified within a reasonable time. If we do not rectify the problem within a reasonable time, you may be entitled to cancel your contract and obtain a refund for the unused portion.

Nothing in these Terms excludes, restricts or modifies any rights or remedies under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified.