Terms and Conditions

1. Welcome

1.1 We ("Handle") are CUPCAKE AI PTY LTD (ACN 673 132 888) ("Handle", formerly “Cupcake” or "CupcakeGPT", “we”, “our” or “us”), a company registered in Australia, and we've developed and operate the Handle website (“Handle Website”) and the Handle mobile application (“Handle App”) which utilises artificial intelligence (“AI”) and any connected software or services (together, the “Services”).

1.2 Please read these terms and conditions (the “Terms and Conditions”) carefully before using our Services. Your access and use of our Services is subject to these Terms and Conditions, the Privacy Policy as well as applicable laws and any policies, guidelines and instructions that we may publish from time to time here (together, the “Handle Terms”).

1.3 We reserve the right to amend, vary or impose new conditions with respect to the Handle Terms at any time, and where we do so, we'll take reasonable steps to let you know about these changes before they take effect. Any such changes, updates or additions to these Terms and Conditions will be found at www.handle.work/terms-of-service. Please check this periodically for changes. If a change we make has a material effect on you to your detriment, we'll give you reasonable prior notice about the change, before it takes effect, and you may cease using our Services. If you continue to use our Services after the changes are made, then you will be agreeing to the changes regardless of the amount of time which has elapsed.

2. Accessing our Services

2.1 Our Services are open to persons who download the Handle App and register an account by providing either a valid mobile number or signing up with a valid email address and nominating a password and verifying that email address (“Account”) and accept these Terms and Conditions (“Users” or “you”).

2.2 You may access your Account via the Handle Website or the Handle App on any compatible device.

2.3 You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.

2.4 You are solely responsible for all activity on your account.

2.5 You warrant and represent that your access to, or use of, our Services is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

2.6 You agree to not register or operate more than one Account.

2.7 You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Services or Handle generally.

2.8 You agree not to:

(a) attempt to gain unauthorised access to another User’s account, hardware, software, servers or networks connected to our Services by any means whatsoever;

(b) use our Services to develop a similar or competing product or service;

(c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public materials to our Services;

(d) copy, modify or create any derivative work of our Services; and

(e) disrupt, overburden, or aid or assist in the disruption or overburdening of:

(i) any hardware, software or server used to offer or support our Services; or

(ii) the enjoyment of our Services by any other User or person.

2.9 Without limiting these Terms and Conditions, you agree not to use our Services for any of the following:

(a) to engage in any inappropriate, obscene, offensive, indecent, racial, anti-national, defamatory, abusive or unlawful conduct;

(b) to harass, stalk, threaten or otherwise violate any legal rights of any other person;

(c) to upload, post, publish, reproduce, transmit, distribute or disseminate (collectively, “Transmit”) any inappropriate, obscene, offensive, indecent, racial, anti-national, defamatory, abusive or unlawful content;

(d) to Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s electronic device or Handle;

(e) to Transmit content regarding services, products, surveys, contests, spam, unsolicited advertising or promotional materials;

(f) to download any file, recompile, reverse-engineer or disassemble or otherwise affect our Services;

(g) to collect, store or Transmit personal information about, or otherwise belonging to, other Users;

(h) to impersonate any person or entity, including, but not limited to, a representative of Handle, or falsely state or otherwise misrepresent the User’s affiliation with a person or entity; or

(i) bring Handle into disrepute.

2.10 You agree to adhere to the Handle Terms. Where you breach the Handle Terms, we may, in our sole and absolute discretion, take necessary remedial action, and are released from all liability for including, but not limited to:

(a) restricting, suspending or terminating your access to all or any part of our Services;

(b) deactivating or deleting your Account and all related information and files on the account;

(d) referring Users to appropriate law enforcement authorities where required.

3.Fees

3.1 We do not charge any fees for access to and use of the Services. However, we reserve the right to introduce fees in the future, at our sole discretion.

3.2 In the event we decide to introduce fees, we will provide you with reasonable notice of such changes via a prominent notice on the Handle Website and Handle App (“Fee Change Notice”). The notice will include the effective date of the fee changes and a detailed explanation of the new fees.

3.3 You will have the opportunity to discontinue your use of the Services following the receipt of the Fee Change Notice, without incurring any liability for any period of use prior to the effective date of the fee changes.

3.4 If you choose to discontinue your use of the Services following the receipt of the Fee Change Notice, you will be granted a grace period of 21 days to download or export any data you may have stored with us. After the 21-day grace period, your account will be deactivated, and you will no longer have access to the Services.

4.Legal Capacity

4.1 You must be eighteen (18) years of age or over to register as a User and access or use our Services. If you are under the age of 18 years (“Minor”), you must immediately cease accessing and using our Services unless you have permission from a parent or guardian, who is 18 years or older, to create an Account in accordance with clause 2 of this Agreement. If you are found to be a Minor, we are entitled, at our absolute discretion, and we will not be held liable to you or any third party for:

(a) restricting, suspending or terminating your access to all or any part of our Services ;

(b) deactivating or deleting your Account and all related information and files on the account; and

We do not knowingly collect information (personal or otherwise) about or in connection with any person who is under sixteen (16) years of age.

4.2 Any action made by you on the Handle Website or Handle App and your continued use of our Services is an acknowledgement by you that:

(a) you are over the age of eighteen (18) years, or have obtained the relevant permission from a parent or guardian to create an Account; and

(b) you accept these Terms and Conditions and agree that you have entered into a binding legal contract with us in relation to these Terms and Conditions.

4.3 If you are a parent or guardian permitting a Minor to create an Account, you agree to:

(a) exercise supervision over the Minor's use of our Services;

(b) assume all risks associated with use of our Services as outlined in these Terms and Conditions;

(c) ensure that all content and information that the Minor may encounter on our Services is suitable and appropriate for the Minor;

(d) assume all liabilities resulting from the Minor's use of our Services and their Account;

(e) ensure the accuracy and truthfulness of all information submitted by the Minor;

(f) provide the consents contained in these Terms and Conditions on behalf of the Minor.

4.4 We may, at any time, request written confirmation from a parent or guardian that you have permission to access and use our Services.

4.5 We reserve the right to take legal action and/or seek compensation for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into by a Minor or from the parent or guardian of a Minor who causes any actions to be undertaken on our Services.

5.Third Party Services

5.1 Through ours Service, and the content available on it, we may require or make available the use of, or you may otherwise elect to use, third party software, services, websites, platforms or apps (“Third Party Services”) from time to time. This includes, to avoid doubt, generative AI tools, programs, services, websites and platforms like those owned by OpenAI, L.L.C. ("ChatGPT", and where similar AI tools, programs, services, websites and platforms are “Third Party AI Platforms”).

5.2 With respect to these Third Party Services:

(a) your use of these Third Party Services may be subject to the terms and conditions applicable to those Third Party Services as communicated to you from time to time;

(b) to the extent permitted by law, we do not endorse or assume any responsibility for those products and services, and we will not be liable to you in any way whatsoever for any matters related to such Third Party Services; and

(c) with respect to ChatGPT and other Third Party AI Platforms specifically, without limiting the above, we confirm that we are not affiliated or otherwise associated with ChatGPT or these other Third Party AI Platforms, and which are considered Third Party Services.

6.Intellectual Property

6.1 You acknowledge that we are the owners of all present and future intellectual or industrial property rights (whether or not registered) throughout the world, including, without limitation, in respect of patents, copyright, moral rights, trade names, trade marks, logos, systems, , designs, software, domain names, trade secrets and confidential information (“Intellectual Property Rights”) of our Services and in any and all information, data, source codes, algorithms, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on our Services or otherwise displayed, uploaded or published on, or via, our Services (“Material”), and we retain all rights, title and interest in our Services (including Intellectual Property Rights contained therein) irrespective of any licence we may grant to you to access, and use, our Services.

6.2 In return for you complying with these Terms and Conditions, we grant you a limited, non-exclusive, non-transferable licence to access and use our Services (including Intellectual Property Rights contained therein) for your personal and non-commercial use only, and at all times in accordance with applicable terms (including these Terms and Conditions). You must not in any form or by any means Transmit the Material on another website or create derivative works from any part of our Services or the Material or commercialise any information obtained from any part of our Services or Material without our prior written consent.

6.3 As part of accessing our Services, you may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”).

6.4 You agree that we own all right, title, and interest, including all intellectual property rights, in and to the Output, and this survives the expiration of these Terms and Conditions.

6.5 We grant to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Output solely for non-commercial purposes. You may not use the Output for any other purpose without our prior written consent.

6.6 You retain any ownership rights you have in the Input (“Background Intellectual Property Rights”).

6.7 By uploading, posting, transmitting or otherwise making available any Input via the Services,

(a) you provide us with a us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and sub-licensable licence to use the Input in the delivery of the Services; and

(b) you represent and warrant that you either own the Intellectual Property Rights in Input and have the necessary permission to upload, post, transmit or otherwise make available Input via our Services, including in accordance with applicable privacy laws.

6.8 We reserve the right to terminate any licence granted to you under these Terms and Conditions, at any time, for any reason and without notice to you.

7.Linking to Handle

7.1 You must not establish a link to Handle in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

7.2 We reserve the right to insist that any link to Handle be removed and to revoke your ability to link to Handle

8.Indemnity

8.1 You agree to indemnify us, our related entities and their respective officers, directors, employers or contractors (collectively, the “Indemnified”) and to keep indemnified and hold harmless the Indemnified from and against any and all actions, claims, demands, losses, damages, taxes, liabilities, costs and/or expenses that may be incurred by, or sustained by, the Indemnified arising out of, or in connection with, your access to, and use of, the Materials, our Services, any breach by you of these Terms and Conditions or your or anyone else’s use of our Services.

8.2 If an indemnity, limitation or disclaimer of liability, promise or release (each a “benefit”) is given in our favour in these terms we hold that benefit on trust for the other related parties of ours. We may enforce that benefit as trustee for and on behalf of the other companies in our company group, as beneficiaries under that trust.

9.Liability

9.1 Our Services are provided and made available to you on an “AS IS” basis. Except to the extent required by applicable law, we disclaim all warranties, express or implied, including any implied warranties on non-infringement, merchantability and fitness for a particular purpose.

9.2 Handle operates with reasonable care and professional skill in delivering our Services but does not and expressly disclaims any warranty about accurateness, completeness, quality, functionality, availability or performance of our Services.

9.3 To the maximum extent permitted by law, we exclude all:

(a) conditions, guarantees or warranties expressed or implied by law; and

(b) any liability to you or to any third person however arising (and whether arising under statute, negligence or otherwise) for any personal injury or death to you or any third person, or for any special, direct, indirect or consequential loss or damage (including, but not limited to, loss of income or revenue, loss or interruption of business, loss of profits, revenue or contracts, loss of anticipated savings, loss of data, loss of use, loss of privacy or loss of goodwill),

arising out of, or in connection with, access and/or use of the Material or our Services.

9.4 Handle is not liable for any failure to comply with its obligations relating to the Services where the failure is caused by something outside its reasonable control. Such circumstances will include, but are not limited to, weather conditions, fire, flood, hurricane, strike, industrial dispute, war, hostilities, pandemic, political unrest, riots, civil commotion, accidents, supervening legislation or any other circumstances amounting to force majeure.

9.5 Without limiting the generality of the foregoing, you agree that in no event, with the exception of gross negligence or fraud, shall our maximum aggregate liability exceed AUD $100. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

9.6 In some places there may be non-excludable warranties, guarantees or other rights (“consumer guarantees”). We do not exclude, restrict or modify consumer guarantees in these Terms and Conditions. Except for consumer guarantees, and otherwise to the maximum extent permitted by law, we are bound only by the express promises made in these Terms and Conditions. Our liability for breach of any consumer guarantee is limited, at our election, to replacing or paying the cost of replacing the relevant good or service, (unless the consumer guarantee requires otherwise).

10. Privacy

10.1 We are committed to protecting your privacy and personal information. In the course of accessing and using our Services, you may provide us with personal information. We respect your privacy and process your information in accordance with our Privacy Policy which you can read for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

11. Confidential Information

11.1 We value your information and take reasonable precautions to protect it. While using our Services, you may also become aware of confidential information about us, or someone else. You promise to not disclose any confidential information made available to you through the use of our Services to any other person.

12.General

12.1 Handle reserves the right at any time and from time to time to change, update, modify or discontinue, temporarily or permanently the Services with or without prior notice at any time for any reason. In the event that Handle permanently discontinues the Services pursuant to this clause, you shall be released from your obligations under these Terms and Conditions.

12.2 You must take your own precautions to ensure that the telecommunications equipment and computer systems used by you to access and use the Services does not expose your telecommunications equipment and computer systems to any viruses, malicious computer code or other forms of interference which may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of, the Services.

12.3 Any provision of these Terms and Conditions which is void or unenforceable may be severed without affecting the enforceability of other provisions of these Terms and Conditions.

12.4 Without limiting anything else in these Terms and Conditions, we may block you if we believe there is a risk associated with you or your use of the Services, including if it breaches a law or regulation. As our Services are global, there are different laws that may apply and these may restrict our relationship with you.

12.5 A failure or delay by us to exercise a power or right under these Terms and Conditions does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.

12.6 Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other member. Neither you nor us can bind each other in any way.

12.7 Any notice you send us must be submitted via hello@handle.work.

12.8 We control and operate our Services from our offices in Australia. These Terms and Conditions are governed by, and must be construed according to, the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction there.