Terms of Service
Terms of ServiceEffective Date: 20 June 2025BETWEEN the User (hereinafter referred to as "Client") AND CFK Holdings Pty Ltd ACN 114 369 925, trading as DEPTHNODE, a company registered in Victoria, Australia (hereinafter referred to as "Company").DEPTHNODE - The Provider of a Platform as a Service.DEPTHNODE.AI - The platform through which the service is provided, (hereinafter referred to as "Platform").Please read the following Terms or Service (Terms and Conditions) CAREFULLY.By subscribing to the Platform, you hereby agree and adhere to the Terms and Conditions and be bound by the Terms and Conditions. You further agree and accept that DEPTHNODE assumes no responsibility for the nature or content of anything contained on the Web site and disclaims all liability in respect of such nature or content. The use of this site or the Platform is strictly subject to the Terms and Conditions.If you agree with the Terms and Conditions, then continue and register to the platform and use its services. If you do not agree to these terms, please do not subscribe to our service or Service.The Platform provided can be also known as an AI Assistant Chat or Chatbot and these can be used interchangeably.1. DEPTHNODEDEPTHNODE is a Platform as a Service that enables individuals, business, organisations, agencies and more to provide conversational artificial intelligence services in the effort to serve more clients, with fewer resources, to give their clients access to the same conversational engagement technology. For using or subscribing to DEPTHNODE and availing its Services, the Client has to enter into a legal agreement with the Company.2. ELIGIBILITYThe Client has to be a legal entity or a natural person or an organisational unit without legal personality, with the capacity to acquire rights and incur obligations. The Client must be eighteen or over or represented by someone eighteen or over to subscribe to Services. Subscription in the Platform is void where prohibited. By using the Platform, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.3. ACCEPTANCE OF TERMSService is provided by DEPTHNODE (the "Company"), which provides its services to the Client, subject to the following Terms and Conditions.4. DESCRIPTION OF SERVICES.The Company will provide the Client with the Platform ordered during the signup process. The Company strives for a commercially acceptable uptime so that Customers can create & edit anytime. However, the Platform may be unavailable for short periods of time due to third-party provider downtime, maintenance and upgrading. While the Platform is unavailable, Customers will not be able to use it to create or edit their AI chat assistants. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Service. If the Company believes that the details are not correct, current, or complete, or otherwise in its discretion believes such action would be appropriate (including where it suspects the registration of multiple accounts/user profiles by the same individual), it has the right to refuse user's access to the site, and/or any of its resources, services and site content, and to terminate or suspend user's account (if any). The Client is responsible for maintaining the confidentiality of their account password and is responsible for all activities that occur under their account. The Client agrees to immediately notify the Company of any unauthorised use of their password or account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from Client's failure to provide it with accurate information or to keep the password secure.5. SUBSCRIPTION, PRICING AND PAYMENT.At the time of initial registration, you will select from the available plans to which you wish to subscribe ("Services"). All subscriptions to Services are subject to acceptance by the Company. Your subscription to the Platform will be deemed accepted by the Company when the Company delivers a confirmation of the subscription to you. The Company reserves the right to refuse to provide any Services for any reason. The pricing for all Services ("Fees") shall be the Company's then-current pricing for such Services. After the Company's acceptance of your subscription to the Platform, the Company will electronically deliver to you a schedule of the Fees. The payments will be made to the Company through a merchant payment facility or online credit card or pursuant to any other methods set forth by the Company. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by us) or other non-payment by you in connection with your payment of the applicable service or subscription fee, you acknowledge and agree that the Platform for which such fee has not been paid may be suspended, canceled or terminated, in the Company's sole discretion. All fees are non-refundable, in whole or in part, even if Services are suspended, canceled or transferred prior to the end of the then-current term. The Client is not obligated to pay any fees while on any applicable free Services, except for any usage-based fees incurred. Upon termination of your subscription, you must cease all use of the Platform and any associated materials.6. RIGHTS TO THE WEB SITE AND CONTENT.You understand and agree that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") are the sole responsibility of the person from which such Content originated. The Company reserves the right but shall have no obligation, to pre-screen, refuse or move any Content available via the Platform. You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using the Platform and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with the Terms of Service and any applicable policies or guidelines or law in force and not use any pirated content. You agree that you will not engage in any activity that interferes with or disrupts the Platform or servers or networks connected to the Platform. The Company claims no ownership or control over any Content submitted, posted or displayed by you on or through the Platform and shall not be liable for the same. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through the Platform and you are responsible for protecting those rights, as appropriate.7. THE CLIENT FURTHER AGREES THAT:- They shall not upload, post, publish, distribute, disseminate or otherwise transmit any content that amounts to abuse, threat or defamation or harassment or involvement in a conduct that may directly or indirectly violate the rights of others, or otherwise unlawful, harmful or invasive of the privacy of others.- They shall not upload, post, publish, distribute, disseminate or otherwise transmit anything that contains harmful, hateful, unlawful, defamatory, abusive or obscene, pornographic, profane, sexist, homophobic, defamatory, deceptive, vulgar, obscene or offensive content - ethnic, racist or religious slurs or derogatory epithets - advocation of violence, hate or unlawful activity - depictions of child abuse, child pornography or sexually suggestive poses, terror, racial, ethnical or political derogatory or otherwise objectionable material or content or information- They shall not upload, post, publish, distribute or otherwise transmit any content that they do not have a right to transmit under any law or under contractual or fiduciary relationships.- They shall not upload, post, publish or otherwise transmit or submit anything to the site that will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights.- They shall not upload, post or otherwise transmit any content that offers any pirated computer programs or links to such programs.- They shall not use the Platform in any manner or form that could possibly damage, impair or interfere with or disrupt the Platform or servers or networks connected to the Platform including transmitting any material that contains viruses or other computer programming routines that are intended to damage, detrimentally interfere or intercept with any system, data or personal information, or attempting to gain unauthorised access to the Platform, other's accounts through any means;- They shall not upload, post or otherwise transmit computer programs, files or other materials that contain destructive or disruptive features such as viruses, corrupted files, 'hidden' files or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or online communication generally.- They shall not use the Platform in any manner or form with the purpose of or motive to sell, distribute or promote firearms, weapons or controlled substances, make-money-fast schemes, pyramid or chain letters, fraudulent or otherwise criminal offers - to register another email address other than your own - to distort auctions or other markets (including public quoted securities markets) - to threaten or harass others or to disrupt discussions or impersonate any person or entity or create or falsify the identity of any person or otherwise misrepresent your association or affiliations with a person or entity, for the purpose of misleading others.- They shall not solicit in any form any information or personal information from anyone under the age of eighteen (18) years for commercial, unlawful or any illegal purposes or harm minors in any manner- They shall not intentionally or unintentionally violate any applicable local, state, national or international law, or regulation, including, but not limited to, applicable laws of the Commonwealth of Australia and the State of Victoria, legislations relating to Intellectual property rights, or those governing export control, unfair competition, discrimination or false advertising or any amendments or replacements of such laws or regulations.- They shall not engage in commercial activities that are deemed inappropriate on the Platform. As such the Company has the right to remove or bar content/links/sponsorships/affiliate programs etc that they feel fall into this category.8. In addition, the Company in no way endorses or takes responsibility for any goods, services etc. that are posted within the AI chat assistants. Any transactions, therefore, are strictly outside the remit of the Platform. You agree and acknowledge that the Company takes no liability in respect of any content uploaded, posted, published or otherwise transmitted by the users.9. You acknowledge that the Company does not pre-screen content, but that it has the right (but not the obligation) in its sole discretion to refuse or move any content that is available. Without limiting the foregoing, The Company shall have the right to remove any content that violates the TERMS & CONDITIONS or which is otherwise in its opinion, objectionable.10. The Internet is a complex world-wide network consisting of tens of millions of connecting points and networks, and possibilities for outages, both in and beyond the Company's control, can occur. The Company will not be held liable for network outages nor damages resulting from any such outages.11. The Company retains the right (but is under no obligation) to co-operate with any law enforcement authorities or in response to court and other official requests directing it to disclose the identity of any user or user content.
12. LIMITED LICENSE TO THE BACKGROUND TECHNOLOGY."Background Technology" means computer programming & formatting code or operating instructions developed by or for the Platform and used to maintain the Platform. Background Technology does not include any Client Content or any derivatives, improvements, or modifications of Client Content. The Client may not duplicate or distribute any Background Technology to any third party without the prior written consent of the Company. All rights to the Background Technology not expressly granted to the Client hereunder are retained by the Company.13. SUPPORT.The Company agrees to provide reasonable technical support to the Client during the Company's normal technical support hours. The Company additionally agrees to provide the Client Service support in the form of online help desk or e-mail during the Company's normal client support hours.14. RESOURCE USAGE.The Company agrees to make every commercially reasonable effort to provide resources necessary to build and host unlimited AI chat assistants on its servers, providing CPU time, bandwidth and disk space that fits this requirement. However, in order to prevent uncontrolled growth in resource usage that could harm the availability of the Platform itself, the Company and the Platform does place automated safeguards to protect against any one AI chat assistant or Client account growing too quickly and adversely impacting the whole system until the Platform can evaluate resource needs. Moreover, the Company reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other AI chat assistants or the whole system itself.15. TERM AND TERMINATION.(a) This Agreement is effective as of the Effective Date and shall continue unless terminated;(b) The Company may terminate this Agreement after seven (7) days' notice to a Client if a Client materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such seven (7) day period; and(c) upon the termination of this Agreement, the Client will pay the Company for all Services provided to the Client by the Company prior to termination16. NO RESALE OF SERVICEYou agree not to transmit, distribute, disseminate, upload, post, submit, share, store, reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform without the written permission of the service providers and the Company.17. PROPRIETARY TOOL LIMITATIONS.The Platform is offered through the proprietary tool and processes. The Client agrees to work within the limitations of the proprietary tools used and the decision of the Company is final in any issue that might arise due to this.18. DISCLAIMER AND WARRANTIES.Company warrants that the Platform will perform the services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. The warranties and representations hereunder will not extend or apply to any AI chat assistant modified by any party other than through the Platform. "Error" means any reproducible error, problem, or defect resulting from an incorrect functioning of the Background Technology that materially affects the functionality of the Platform or any AI chat assistant. All warranty claims not made in writing within the Warranty Period shall be deemed waived. The Company's warranty obligations are personal to a Client and may not be extended to any third party. Except as expressly provided in this Agreement, the Platform and Client AI chat assistants are provided "as is," and the Company expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. You hereby acknowledge and agree that the Company will not be liable for any temporary delay, outages or interruptions of the Platform.19. INDEMNITY.You agree to hold harmless and indemnify the Company, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of the Platform or Services, violation of this Terms of Service or any other actions connected with the use of the Platform, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, the Company will provide you with written notice of such claim, suit or action.20. LIMITATION OF LIABILITY.Company's liability hereunder shall not exceed the amount paid by the Client to the company during the three (3) month period before the action arose. The Company shall not be liable for (a) any loss of use, loss of data, or interruption of business or (b) any indirect, special, incidental, consequential, or punitive damages of any kind (including, without limitation, lost profits), regardless of the form or action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Company has been advised of the possibility of such damages. The Client acknowledges that these limitations are an essential element of this agreement, and absent such limitations, the Company would not enter into this agreement.21. DATA PRIVACY AND PROTECTION.
The Company shall process personal data in accordance with its Privacy Policy and all applicable data protection laws, including the applicable Australian Privacy Act.22. MISCELLANEOUS.You (the Client) agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third-party beneficiaries to the Terms of Service.23. LEGAL COMPLIANCE.As a user you (the Client) shall at all times comply with all applicable domestic or international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding the use of the Platform.24. GOVERNING LAW AND JURISDICTION.This Agreement will be governed by and construed in accordance with the laws of Victoria, Australia. In case of any dispute (or) differences between the parties with regards to the terms and conditions of this Agreement (or) any action taken in furtherance of this Agreement the courts in Melbourne, Australia alone shall have the jurisdiction to adjudicate upon the same.25. SEVERABILITY AND AMENDMENT.This Agreement may not be modified or amended except in writing, signed by all parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither party may waive any right hereunder except expressly and in writing.26. FORCE MAJEURE.The Company shall not be held liable for any failure or delay in the performance of its obligations under this Agreement where such failure or delay arises from any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemic outbreaks, war, terrorism, civil or military disturbances, acts of government, failure of suppliers, utilities or telecommunications providers, or interruption or failure of the internet or any third-party service. In the event of a force majeure occurrence, the Company shall use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. The time for performance shall be extended by the period of such delay.28. NOTICES.All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognised overnight courier (with tracking); (c) on the date sent by email, if sent during normal business hours on a business day (or on the next business day if sent after hours); or (d) on the date received by the recipient if sent by registered or certified mail with return receipt requested.Notices to the Company shall be sent to:CFK Holdings Pty Ltd t/a DepthNode
PO Box 250
Pascoe Vale South
Victoria Australia 3044
Email: [email protected]27. ENTIRE AGREEMENT.This Agreement is the entire agreement between the parties with respect to this subject matter, and it supersedes all prior and contemporaneous discussions, negotiations, communications, and agreements with respect thereto.END.