Terms of Service

Effective Date: 1st August 2025

These Terms of Service ("Terms") apply to the access and use of the CortexPM platform and services (including all content) (together, the "CortexPM Services") by you as the customer ("You", "Your") and Cortex Project Management Solutions Pty Ltd ACN 688 164 098 ("We", "Us", "Our"). These Terms constitute a legally binding agreement between You and Us. By clicking to accept or agree to these Terms where and if this option is made available to You when registering for or logging in to the platform, You are accepting and agreeing to be bound by these Terms. These Terms take precedence over any terms contained in any document of Yours or included elsewhere.

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1. Eligibility

You represent and warrant to Us that Your access and use of the CortexPM Services are wholly or predominantly for business purposes and not for personal, domestic or household use or consumption. You further represent and warrant that You have the power and authority to bind the company, organisation, association or agency on whose behalf You access and use the CortexPM Services to these Terms.

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2. Accessing the CortexPM Services

Right to use

Subject to these Terms and for the duration of the relevant Subscription Plan, We grant You a non-exclusive, limited, revocable, non-assignable and non-sublicensable right to access and use the CortexPM Services and the Documentation, for the sole purpose of enjoying the benefits of the CortexPM Services as intended under these Terms. Except for the rights expressly granted to You under these Terms, no other licence, right, or interest in any Intellectual Property Rights in and to the CortexPM Services and the Documentation, or any part of them is granted to You.

System Requirements

You must meet the minimum system specifications and requirements for accessing and using the CortexPM Services as set out on the platform (as amended or updated from time to time) or otherwise notified to You ("System Requirements"). You release and indemnify Us from and against any Claims arising directly or indirectly from You failing to meet the System Requirements.

For detailed information about our system requirements, including browser compatibility, hardware specifications, and troubleshooting guides, please visit our System Requirements page.

Third Party Programs

Certain services available on the platform may, from time to time, contain or be accompanied by other programs, including open source programs, which are the property of third parties ("Third Party Programs"). Any terms for the use of Third Party Programs will be provided with or accessible through the platform or the Third Party Program. By using the CortexPM Services, You are taken to have accepted the terms for use of such Third Party Programs.

Documentation

The CortexPM Services may be provided with a user manual or other explanatory documentation relating to the use of the CortexPM Services in either printed or electronic form ("Documentation"). You must ensure that Your use of the CortexPM Services complies with the Documentation. You may copy any Documentation only on the basis that the copies are used solely in connection with Your use of the CortexPM Services and not for any other purpose.

For comprehensive documentation, tutorials, and help resources, please visit our Help Center.

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3. Support, Maintenance and Enhancements

No obligation to provide

Unless otherwise expressly agreed in writing or referenced in these Terms, We will have no obligation to provide any installation, support or maintenance services, or updates, upgrades or new releases (each an "Enhancement"), with respect to the CortexPM Services.

Technical Support

We may provide technical support to You and Your Users at Your reasonable request. We will endeavour to respond to enquiries of support received through the contact methods below as soon as reasonably possible.

The contacts for all enquiries of support are:

• Email: support@cortexpm.com.au
• Phone: 0421 823 326

Defects and rectifications

You agree to report any Defect to Us as soon as reasonably practicable after becoming aware of any such Defect in respect of the CortexPM Services. We will evaluate Defects based on their impact to Our user base and will prioritise the rectification of such Defects at Our sole discretion.

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4. Using the CortexPM Services

Subscription Plans

We provide different Subscription Plans to support Your needs in accessing the CortexPM Services. We may permit changing of Subscription Plans in accordance with these Terms subject to You agreeing to pay any relevant charges relating to such change and any increase or difference in Fees.

Registration

The access to and use of the CortexPM Services may require You to register with Us or open an account. To do so, You must complete the registration process in the manner described on the platform. By registering with Us, You agree that all information You provide is accurate and up to date and does not infringe any person's rights.

Registration is non-transferable. You are responsible for all of the activities that occur under Your account, including the activities of any and all Users. You should carefully choose Your, and must ensure that Your Users choose their, individual password and username. You must protect, and must ensure that Your Users protect, such passwords and usernames from unauthorised use.

Limited access to Users

You must limit access to the CortexPM Services to Your Personnel, and other persons that have been authorised by You to access and use the CortexPM Services on Your behalf, in accordance with the applicable Subscription Plan ("User"). You must use all reasonable efforts to prevent unauthorised access to or use of the CortexPM Services by any person who is not a User.

Restrictions on use of the CortexPM Services

You must not, and must not cause, permit or assist any User or any other third party directly or indirectly, to:

• copy, record, replicate, translate, reverse engineer, decompile, disassemble the CortexPM Services (or any part of the CortexPM Services);
• otherwise attempt to determine the source code, object code, ideas or algorithms of or included in any computer program or software forming part of, or that is used in connection with, the CortexPM Services;
• use the CortexPM Services for any unlawful purposes or other purpose that We reasonably determine is inappropriate or unintended;
• infringe any laws, third party rights or Our policies, procedures or guidelines;
• circumvent or manipulate the fee structure, billing process, or Fees owed to Us;
• post, upload or provide false, misleading, inaccurate, defamatory or offensive content or information on the CortexPM Services or to Us;
• take any action which causes or may cause the provision of the CortexPM Services to other users to be interrupted or degraded;
• use the CortexPM Services in connection with any commercial endeavours except for those that have been specifically permitted under these Terms or approved by Us;
• upload or download, copy, modify or distribute files that contain software or other material protected by Intellectual Property Rights unless You own or control such Intellectual Property Rights or have received all necessary consents;
• remove any copyright notices, titles, trademarks, logos, trademark notices or any other proprietary marks on, or that are part of, the CortexPM Services;
• alter, merge, modify, adapt or enhance the CortexPM Services (unless and to the extent this is enabled on the platform or that We have expressly agreed in writing).

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5. Your Warranties and Responsibilities

Without limiting anything else in these Terms, You acknowledge and agree that You:

• will cooperate with Us, including by making available information and Personnel as reasonably required by Us, so that We can provide access to and enable use of the CortexPM Services;
• are responsible for all networks, systems, Internet services, telecommunications and any other facilities (including any associated fees and charges) used or required for You (and any User) to access and use the CortexPM Services;
• are responsible for backing up any data (including Data) You may have on any computer or storage device which is to be the subject of, or otherwise used in the performance of, the CortexPM Services or any other services provided by Us.

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6. Security and Integrity

While We endeavour to adhere to best practice policies and procedures to prevent data loss, We do not guarantee that there will be no loss of data and We expressly exclude liability for any loss of data no matter how caused.

You must not violate the security of the CortexPM Services in any way. We may suspend or terminate Your rights under these Terms and Your access to the CortexPM Services if We suspect any security violation in accordance with clause 16.

Examples of security violations include:

• attempting to gain unauthorised access to any part of the CortexPM Services, servers or system infrastructure You were not intended to have access to;
• using or attempting to use any engine, software, tool, agent, or other device or mechanism to harvest or otherwise collect information from the CortexPM Services for any purpose;
• attempting to probe, scan, or test the vulnerability of the CortexPM Services or any associated system or network, or breaching security or authentication measures without proper authorisation;
• interfering with or otherwise circumventing mechanisms in the CortexPM Services intended to limit Your use;
• using the CortexPM Services in a way that was not intended by Us;
• interfering with or disrupting (or attempting to interfere or disrupt) any servers or networks connected to the CortexPM Services;
• sending to or storing on the platform any harmful code (including, for example, any computer virus, trojan, worm or other code that is harmful or disabling or which assists in or enables unauthorised access to or corruption of data).

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7. Payment

Access to, and use of, the CortexPM Services or any part or feature of the CortexPM Services, may be subject to payment of certain Fees by You.

You may be entitled to a Free Trial. If the period of Free Trial has expired, Your account will be automatically placed on hold and may, at the sole discretion of Us, be accessible on a 'read only' basis for a period of time. In order to reactivate Your account, You will be required to select a suitable Subscription Plan and pay the applicable Fee.

You must pay the Fees in advance and at the rate and in the manner specified for Your Subscription on the platform, or as otherwise notified to You by Us. Different rates may apply to different Subscription Plans.

Unless specifically stated otherwise, the Fees are inclusive of GST and other similar taxes imposed in any jurisdiction in connection with the supply of the services performed or provided by the CortexPM Services to You ("Taxes").

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8. Refunds

To the maximum extent permitted by law, and except as expressly provided otherwise in these Terms, We are not obligated to provide refunds of any Fees paid by You, however We may offer a refund where We determine that extenuating circumstances apply.

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9. Confidential Information

Any information that has been identified as being proprietary or confidential or that by the nature of the circumstances surrounding disclosure of such information ought to be treated as proprietary or confidential ("Confidential Information") disclosed or otherwise made known to any person under these Terms must only be used to enjoy the rights and carry out the obligations granted or required under these Terms.

You must take all reasonable measures to protect the secrecy of and avoid unauthorised disclosure or use of any of Our Confidential Information. You agree to immediately notify Us in writing of any unauthorised disclosure, misuse or misappropriation of such Confidential Information.

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10. Privacy

When You use the CortexPM Services, You may send personal information to Us. We will use, store and handle this personal information in accordance with the requirements of the Privacy Act 1988 (Cth) that apply to Us and Our privacy policy which is accessible at https://cortexpm.app/privacy-policy. Our privacy policy applies to You and Your use of the CortexPM Services at all times.

We will not provide Your or any of Your User's personal information to any third parties without Your or Your respective User's explicit consent, unless We are required to by law.

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11. Your Data

If You upload or enter Data to the platform, any processing of such Data will be in accordance with these Terms and applicable law. All rights, title and interest in and to the Data belong to You or third persons (including Users or Your licensors) whether posted or uploaded by You or made available on the CortexPM Services by Us.

You are responsible for ensuring that any Data you post, upload or display on or through the platform:

• does not violate any of these Terms, Our rights, the rights of other users or third parties;
• is not harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful;
• is accurate, complete and up-to-date;
• is not misleading or deceptive;
• does not contravene any applicable laws or infringe any Intellectual Property Rights of third parties;
• You or Your Users have the necessary rights to enter the Data and use the Data.

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12. No Liability

You understand that all use of Data is Your sole responsibility and We are not responsible for any Data that is uploaded, entered, transmitted, or otherwise made available on or through the CortexPM Services, as well as for any reasonable actions taken by Us based on or as a result of such Data.

You acknowledge and agree that any Claim made in respect of ownership of, title to, or use of Data by any third party is Your sole responsibility and We will not be liable for any such Claim. You agree to indemnify Us from any such Claims arising in relation to Data under this clause 11.

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13. Intellectual Property Rights

Our Intellectual Property Rights

The CortexPM Services and the Documentation, (including all Intellectual Property Rights in and to CortexPM Services and the Documentation) are owned by, and remain with, Us (or Our third party licensors as the case may be) and, other than as expressly set out in these Terms, You do not have any rights or licence to use any or part of the CortexPM Services, and the Documentation, nor to copy, reproduce or provide to any third party in any medium or manner without Our prior written consent.

Your Data and Intellectual Property Rights

You (or Your licensors, as applicable) will continue to own any and all Intellectual Property Rights in the Data. You grant Us a limited, non-exclusive, non-transferable license to use, store, and process Your Data solely for the purpose of:

• providing the CortexPM Services to You;
• maintaining and improving the CortexPM Services;
• complying with legal obligations;
• preventing fraud or abuse of the platform.

This license terminates automatically when You cease using the CortexPM Services or when these Terms are terminated.

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14. Reliance on the CortexPM Services

Our responsibilities

We represent and warrant that:

• We will provide the CortexPM Services with reasonable care and skill and in compliance with applicable laws;
• We are able to lawfully grant the rights expressly set out in these Terms;
• the CortexPM Services will not infringe the Intellectual Property Rights of any person.

No warranty

You acknowledge and agree that:

• the CortexPM Services are provided "as is" and "as available";
• We exclude, to the maximum extent permitted by law, all warranties, conditions, claims and representations with respect to the CortexPM Services, except to the extent expressly set out in these Terms;
• We do not warrant that the functions contained in or services performed or provided by the CortexPM Services will meet Your requirements or will be fit for a particular purpose;
• We do not warrant that the operation of the CortexPM Services will be uninterrupted or error free;
• We do not warrant that the CortexPM Services will be free from viruses or anything else that has contaminating or destructive properties.

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15. Limitation of Liability

To the maximum extent permitted by law, We exclude all liability (whether in contract, tort or otherwise) for any Claims (including any and all Consequential Loss) arising out of or in connection with these Terms or the CortexPM Services however caused, even if We or Our Personnel knew of the possibility of such Claims or it was otherwise foreseeable.

If any exclusion or limitation of any liability or warranty contained in these Terms, is ineffective, or if a condition, warranty or term is implied in relation to these Terms or the CortexPM Services, to the maximum extent permitted by law, Our liability will be limited, at Our election, to the resupply of any services performed or provided by the CortexPM Services or the payment of the cost of having such services resupplied.

Notwithstanding any other provision of these Terms, to the maximum extent permitted by law, in no event will Our liability or that of Our Personnel's exceed the aggregate of Fees You have paid to Us for the preceding 12 months.

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16. Termination and Suspension

Suspension

We may, at Our discretion, suspend Your access to the CortexPM Services (or any part of the CortexPM Services), or otherwise suspend Your rights under these Terms, if We suspect that You are in breach of any provision of these Terms until such time as We are satisfied that no breach has occurred.

Termination by You

You agree that Your subscription to the CortexPM Services will automatically renew at such intervals as applicable to Your Subscription Plan unless You terminate Your Subscription Plan in accordance with this paragraph prior to the relevant renewal date.

Termination for cause

Without prejudice to any other rights We may have at law, We may terminate Your rights under these Terms and Your access to all or part of the CortexPM Services immediately by notice in writing if:

• You are in breach of these Terms and such breach is not remedied within 15 days of receiving written notice of the breach from Us;
• You become, threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration;
• You cease or threaten to cease conducting Your business in the normal manner.

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17. General

Notices

Any notice in relation to these Terms must be in English and in writing. Notices to Us must be emailed to legal@cortexpm.com.au.

Entire agreement

These Terms constitutes the entire understanding between You and Us as to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral, in relation to such subject matter.

Variations

We reserve the right to amend these Terms from time to time. We may amend these Terms by publishing an updated, amended or revised version on the platform or by providing it to You by email. You will have 30 days to decide whether You accept or do not accept any amended terms. Your continued use of the CortexPM Services after the relevant acceptance period has lapsed will be deemed acceptance of the relevant amended terms.

Governing law

These Terms are governed by the laws of Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Australia.

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18. Contact Us

For questions about these Terms, contact:

Legal Officer
Cortex Project Management Solutions Pty Ltd
Email: legal@cortexpm.com.au

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