End User Licence Agreement (EULA)

Please read this End User Licence Agreement ("Agreement" or "EULA") carefully before accessing or using the Nodey Platform. By creating an Account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all the terms of this Agreement, you must not access or use the Platform.

This software is an assistive tool only and does not replace professional engineering judgement. All Outputs must be independently verified by a suitably qualified and experienced Professional Engineer before being relied upon for any purpose.

1. Definitions

In this Agreement, unless the context otherwise requires:

"Account" means the registered user account created by You to access the Platform.

"Authorised User" means any individual who is permitted by You or Your Organisation to access and use the Platform under Your subscription, including employees, contractors, and consultants.

"Confidential Information" means all information disclosed by one party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business information, technical data, trade secrets, and proprietary information relating to the Platform.

"Customer Content" means any data, files, designs, models, calculations, drawings, documents, annotations, markups, or other materials that You or Your Authorised Users create, upload, submit, store, transmit, or display through the Platform.

"Documentation" means the user guides, help pages, instructional materials, technical specifications, and other documentation made available by Nodey in connection with the Platform, as updated from time to time.

"Fees" means the subscription fees, charges, and other amounts payable by You to Nodey for access to and use of the Platform, as set out on the Nodey pricing page or as otherwise agreed in writing.

"Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, earthquakes, volcanic activity, flood, fire, storm, epidemic, pandemic, war, terrorism, civil unrest, industrial action, power failure, internet or telecommunications failure, failure of third-party hosting providers, government action or regulation, and any other event of a similar nature.

"Free Trial" means a time-limited, no-cost evaluation period during which You may access certain paid features of the Platform without payment of Fees, as offered by Nodey from time to time and subject to the terms set out in Section 2.6 and Section 5.8.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Nodey," "we," "us," or "our" means Nodey Limited (or its trading entity), a company registered in New Zealand, and its successors and assigns.

"Organisation" means the company, firm, partnership, entity, or sole trader on whose behalf You are entering into this Agreement.

"Output" means all results, reports, calculations, design checks, analysis data, PDF reports, annotations, and any other materials generated by or through Your use of the Platform.

"Platform" means the Nodey web application, including all associated cloud services, APIs, features, tools, and functionality accessible at the Nodey domain, and any Updates or Upgrades thereto.

"Subscription" means the type and tier of access to the Platform selected and paid for by You, including Free, Basic, and Pro plans, and any associated Subscription Term.

"Subscription Term" means the period during which You have an active subscription to the Platform, whether monthly, annual, or otherwise.

"Update" means any security fix, patch, bug fix, enhancement, or modification to the Platform.

"Upgrade" means any new version, major release, or material enhancement of the Platform.

"You," "Your," or "Customer" means the individual or Organisation accepting this Agreement and accessing or using the Platform.

2. Grant of Licence

2.1 Licence Grant

Subject to Your compliance with this Agreement and all payment obligations, Nodey grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for Your internal business or professional purposes, or for personal use in the case of free accounts, during the Subscription Term.

2.2 Authorised Users

If Your Subscription permits multiple users, You may authorise individuals to access the Platform as Authorised Users. Each Authorised User account is personal to the individual to whom it is issued and must not be shared. You are responsible for all activities conducted through Your Account and those of Your Authorised Users, and for ensuring that all Authorised Users comply with this Agreement.

2.3 Scope of Use

The licence granted under this Agreement permits You to:

1. Access and use the Platform through a supported web browser via the internet;

2. Upload, create, store, and manage Customer Content on the Platform;

3. Generate Output using the features and tools available within Your Subscription tier;

4. Export and download Output and Customer Content as permitted by the Platform; and

5. Use the Documentation in connection with Your use of the Platform.

2.4 Subscription Tiers

The Platform is offered under different subscription tiers (including Free, Basic, and Pro), each with different features, usage limits, storage allocations, and capabilities. The specific features and limitations of each tier are described on the Nodey pricing page and may be updated from time to time. Your rights under this licence are limited to the features and capabilities of Your selected subscription tier.

2.5 Storage Allocations

Each paid Subscription tier includes a per-seat storage allocation for Customer Content:

1. Basic Plan: 50 GB of storage per seat;

2. Pro Plan: 200 GB of storage per seat.

Storage is calculated on a per-seat basis and aggregated across all seats within Your Organisation's Subscription. If You exceed Your allocated storage, Nodey may restrict Your ability to upload additional Customer Content until storage is brought within the allocation or You upgrade Your Subscription. Nodey reserves the right to modify storage allocations at any time with reasonable notice to existing subscribers. Free plan storage is at Nodey's sole discretion and may be limited, modified, or withdrawn at any time without notice.

2.6 Free Trial

1. Nodey may, at its sole discretion, offer a Free Trial of a paid Subscription tier (e.g., Basic or Pro) to new users for a limited evaluation period (the "Trial Period"), the duration of which will be specified at the time the Free Trial is offered (typically fourteen (14) days).

2. The Free Trial is limited to one (1) trial per user, Organisation, payment method, or device. Nodey reserves the right to refuse, modify, shorten, or revoke a Free Trial at any time, including where Nodey reasonably believes the Free Trial is being abused or used in a manner inconsistent with its intended purpose.

3. During the Trial Period, You will have access to the features of the trialled tier, subject to any reduced storage, usage, watermarking, or feature limits Nodey may impose for trial accounts.

4. Customer Content created during the Free Trial remains Your property in accordance with Section 6.1, but may become inaccessible or be deleted if You do not convert to a paid Subscription before or shortly after the end of the Trial Period (see Section 5.8).

5. All disclaimers, limitations of liability, indemnification provisions, and engineering responsibility and ownership provisions of this Agreement, the Terms and Conditions, and the Disclaimer and Ownership statement apply with full force and effect during the Free Trial. The Free Trial is provided "AS IS" and "AS AVAILABLE" without any warranty whatsoever. Output generated during a Free Trial must NOT be relied upon, submitted to any authority, or used for any building consent, construction, or design decision unless and until it has been independently verified by a suitably qualified and experienced Professional Engineer who assumes full professional responsibility for it.

3. Restrictions

3.1 Prohibited Activities

Except as expressly permitted under this Agreement or required by applicable New Zealand law (including the Copyright Act 1994 where applicable), You shall not, and shall not permit or encourage any third party to:

1. Copy, reproduce, modify, adapt, translate, or create derivative works of the Platform or any part thereof;

2. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, algorithms, ideas, or know-how of the Platform;

3. Sell, resell, lease, rent, lend, sublicense, distribute, transfer, or otherwise make available the Platform or any part thereof to any third party;

4. Use the Platform to provide services to third parties on a service bureau, time-sharing, outsourcing, or similar basis, unless expressly permitted by Your Subscription;

5. Remove, alter, obscure, or tamper with any proprietary notices, labels, marks, or branding on or within the Platform;

6. Use the Platform in any manner that violates applicable law, regulation, or the rights of any third party;

7. Attempt to gain unauthorised access to the Platform, other user accounts, or any computer systems or networks connected to the Platform;

8. Introduce any viruses, malware, Trojan horses, worms, or other harmful code into the Platform;

9. Automated and AI-Assisted Access.

   (i)(A) Permitted automated access. You may access and interact with the Platform using automated tools, scripts, agents, AI assistants, copilots, Model Context Protocol (MCP) clients, integrations, and similar software (together, "Automated Access"), provided that:

   • All such access is performed through a valid, authenticated Account held by an authorised User;

   • The Automated Access acts on behalf of, and under the supervision of, that authorised User, who remains responsible for all activity conducted through their Account (including all Output, as set out in the Disclaimer and Ownership statement);

   • The Automated Access complies with this Agreement, the Code of Conduct, the Privacy Policy, any published rate limits, and any technical or security controls applied by Nodey; and

   • The Automated Access is used for the authorised User's own legitimate use of the Platform, and not for any purpose prohibited in paragraph (i)(B) below.

   (i)(B) Prohibited automated access. You must not use any automated means, including bots, scrapers, crawlers, spiders, headless browsers, agents, AI systems, or similar technologies, to:

   • Access the Platform without a valid, authenticated Account, or using credentials that are not Your own;

   • Extract, harvest, index, mirror, or bulk-export content, data, features, workflows, calculation methods, user-interface elements, templates, or design of the Platform, other than Customer Content belonging to You or Your Organisation;

   • Map, document, benchmark, or reverse-engineer the Platform, its features, or its behaviour, including for the purpose of copying, cloning, or competing with the Platform (see also Section 3.1(m));

   • Train, fine-tune, or evaluate any machine-learning model, foundation model, or AI system using data obtained from the Platform, other than Your own Customer Content and Your own Output;

   • Exceed any published or communicated rate limits, or otherwise impose an unreasonable or disproportionately large load on the Platform or its infrastructure;

   • Bypass, disable, or interfere with authentication, access control, rate limiting, CAPTCHA, watermarking, or other technical protection measures; or

   • Perform any act that, if done manually, would breach this Agreement.

   Nodey may, in its sole discretion, throttle, suspend, or terminate Automated Access that it reasonably believes is abusive, insecure, or inconsistent with the permitted use above;

10. Circumvent, disable, or otherwise interfere with any security, access control, or technical protection measures of the Platform;

11. Use the Platform to store or transmit any material that is unlawful, defamatory, threatening, harassing, or otherwise objectionable; or

12. Use the Platform for benchmarking, competitive analysis, or to build a competing product or service; or

13. Create an Account, or use an existing Account, for the purpose of copying, cloning, replicating, or reproducing the Platform (or any part of it), or for the purpose of extracting, mapping, harvesting, documenting, or reverse-engineering the features, functions, workflows, calculation methods, user interface, branding, templates, or design of the Platform, whether for Your own use, for the use of a competitor, or for any third party.

3.2 Compliance

You shall comply with all applicable laws, regulations, and industry requirements in connection with Your use of the Platform, including but not limited to the laws of New Zealand.

4. Account Registration and Security

4.1 Account Creation

To access and use the Platform, You must create an Account by providing accurate, current, and complete information as required during the registration process. You agree to maintain and promptly update Your Account information to keep it accurate, current, and complete.

4.2 Account Security

You are solely responsible for maintaining the confidentiality and security of Your Account credentials, including Your password. You shall:

1. Not share Your Account credentials with any unauthorised person;

2. Immediately notify Nodey of any suspected or actual unauthorised use of Your Account or any other breach of security; and

3. Ensure that You log out of Your Account at the end of each session, particularly when using shared or public devices.

4.3 Responsibility

You are responsible for all activities that occur under Your Account, whether authorised or unauthorised by You. Nodey shall not be liable for any loss, damage, or liability arising from Your failure to comply with this Section 4.

4.4 Account Administrators

If Your Subscription permits, You may designate one or more administrative users who will have the authority to manage Your Account, add or remove Authorised Users, approve purchases, and take binding actions on Your behalf in connection with the Platform.

5. Subscription, Billing, and Payment

5.1 Subscription Plans

The Platform is available under various subscription plans as described on the Nodey pricing page. Each plan has specific features, usage limits, and pricing. Nodey reserves the right to modify the features, usage limits, and pricing of any plan at any time, with reasonable notice to existing subscribers.

5.2 Fees and Payment

If You have selected a paid Subscription, You agree to pay all applicable Fees in accordance with the billing terms presented to You at the time of purchase. Fees are payable in advance for each Subscription Term unless otherwise specified. All amounts are stated and payable in New Zealand Dollars (NZD) unless otherwise indicated.

5.3 Automatic Renewal

Your Subscription will automatically renew at the end of each Subscription Term for a successive term of the same duration, at the then-current pricing, unless You cancel Your Subscription before the end of the current Subscription Term. You authorise Nodey (or its third-party payment processor) to charge the payment method on file for renewal Fees.

5.4 Taxes

All Fees are exclusive of Goods and Services Tax (GST) and any other applicable taxes, levies, or duties. You are responsible for all such taxes in connection with Your Subscription, except for taxes based on Nodey's net income.

5.5 Late Payment

If any Fees are not paid when due, Nodey may, without limiting its other rights and remedies:

1. Charge interest on the overdue amount at the rate prescribed under the Interest on Money Claims Act 2016 (NZ) or, if no rate is prescribed, at 1.5% per month or the maximum rate permitted by law, whichever is lower;

2. Suspend or restrict Your access to the Platform until all outstanding amounts are paid in full; and

3. Engage a third-party collection agency to recover overdue amounts, in which case You agree to pay all reasonable collection costs.

5.6 Refunds

Fees are generally non-refundable. However, if You are entitled to a refund under the Consumer Guarantees Act 1993 (NZ) or the Fair Trading Act 1986 (NZ), or as otherwise required by applicable New Zealand law, Nodey will process such refund in accordance with those obligations.

5.7 Price Changes

Nodey reserves the right to change its Fees at any time. Changes to pricing for existing subscribers will take effect at the next renewal unless Nodey specifies otherwise. If You object to a price change, You may cancel Your Subscription before the change takes effect.

5.8 Free Trial: Conversion, Expiry and Billing

1. Nodey may, at its sole discretion, offer Free Trials on either an "opt-in" basis (no payment method required at sign-up; access ends automatically at the end of the Trial Period unless You elect to subscribe) or an "auto-convert" basis (payment method required at sign-up; the trial automatically converts to a paid Subscription at the end of the Trial Period unless You cancel beforehand). The applicable basis will be clearly stated at the time the Free Trial is offered.

2. For auto-convert Free Trials, You expressly authorise Nodey (via Stripe) to charge Your nominated payment method for the first Subscription Term immediately upon expiry of the Trial Period, at the then-current pricing for the applicable plan, unless You cancel through Your Account settings before the Trial Period ends.

3. For opt-in Free Trials, Your access to paid features will end automatically at the end of the Trial Period. Your Account may be downgraded to the Free plan (if available) or made read-only until You select a paid plan.

4. You will receive at least one (1) reminder communication (by email or in-app notification) before the end of the Trial Period.

5. Where the Free Trial converts to a paid Subscription, no refund will be provided in respect of any portion of the first paid Subscription Term that follows the trial, except as required by the Consumer Guarantees Act 1993 (NZ).

6. Nodey reserves the right to suspend or restrict access to Customer Content created during a Free Trial if You do not convert to a paid Subscription within thirty (30) days after the Trial Period ends, after which such Customer Content may be permanently deleted in accordance with Section 14.4.

6. Customer Content

6.1 Ownership

As between You and Nodey, You retain all right, title, and interest (including all Intellectual Property Rights) in and to Your Customer Content. Nothing in this Agreement transfers ownership of Your Customer Content to Nodey.

6.2 Licence to Nodey

You grant Nodey a limited, non-exclusive, worldwide, royalty-free licence to use, reproduce, store, process, and display Your Customer Content solely for the purposes of:

1. Providing, maintaining, and improving the Platform;

2. Performing the services contemplated by this Agreement;

3. Generating Output at Your direction; and

4. Complying with applicable legal obligations.

This licence terminates upon deletion of Your Customer Content or termination of Your Account, subject to reasonable backup and archival periods.

6.3 Your Responsibilities

You represent and warrant that:

1. You own or have all necessary rights, licences, and permissions to upload, store, and use Your Customer Content on the Platform;

2. Your Customer Content does not infringe, misappropriate, or violate any third-party Intellectual Property Rights, privacy rights, or other rights;

3. Your Customer Content complies with all applicable laws and regulations; and

4. You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Your Customer Content.

6.4 Backup

You are solely responsible for maintaining backup copies of Your Customer Content at all times. Nodey does not guarantee the preservation or availability of Customer Content and shall not be liable for any loss, corruption, or deletion of Customer Content.

7. Intellectual Property

7.1 Nodey's Ownership

The Platform, including all software, code, algorithms, interfaces, designs, architecture, databases, Documentation, and all related Intellectual Property Rights, is and shall remain the exclusive property of Nodey and its licensors. This Agreement does not convey to You any ownership interest in or to the Platform, but only a limited right of use in accordance with the terms of this Agreement.

7.2 Reservation of Rights

All rights not expressly granted to You under this Agreement are reserved by Nodey and its licensors. No licence, right, or interest in any Nodey trade mark, trade name, service mark, or branding is granted under this Agreement.

7.3 Feedback

If You provide Nodey with any feedback, suggestions, ideas, enhancement requests, recommendations, or other input relating to the Platform ("Feedback"), You hereby grant Nodey a non-exclusive, irrevocable, worldwide, royalty-free, transferable licence (with the right to sublicense) to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, including to maintain, improve, and enhance Nodey's products and services, without any obligation or compensation to You.

7.4 Usage Data and Service Improvement

Nodey may collect and analyse de-identified and aggregated data relating to the access, use, and performance of the Platform ("Usage Data"), including telemetry, feature-usage events, error logs, performance metrics, and diagnostic information. Nodey may use such Usage Data during and after the Subscription Term to:

1. Operate, maintain, secure, and troubleshoot the Platform;

2. Improve the accuracy, reliability, performance, and user experience of the Platform;

3. Develop new features, tools, modules, and services;

4. Train, evaluate, and improve internal models, calculation engines, and heuristics used in the Platform; and

5. Produce de-identified statistics, benchmarks, and insights.

Usage Data does not include the substance of Your Customer Content. Nodey will not use the substance of Your Customer Content (e.g. project files, drawings, or designs) to train models or features made available to other customers without Your prior consent.

8. Confidentiality

8.1 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third party, except to its employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

8.2 Exceptions

Confidential Information does not include information that:

1. Is or becomes publicly available through no fault of the receiving party;

2. Was known to the receiving party prior to disclosure without an obligation of confidentiality;

3. Is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or

4. Is lawfully received from a third party without restriction on disclosure.

8.3 Compelled Disclosure

A receiving party may disclose Confidential Information if required by law, regulation, or court order, provided that the receiving party (to the extent legally permitted) gives the disclosing party prompt written notice and cooperates with the disclosing party's reasonable efforts to seek protective treatment of such information.

9. Data Protection and Privacy

9.1 Privacy Policy

Nodey's collection, use, storage, and disclosure of personal information is governed by Nodey's Privacy Policy, which is incorporated into this Agreement by reference. By using the Platform, You acknowledge that You have read and understood the Privacy Policy.

9.2 Compliance

Nodey will comply with its obligations under the Privacy Act 2020 (NZ) and any other applicable data protection laws and regulations in connection with its processing of personal information through the Platform.

9.3 Cross-Border Data Transfers

You acknowledge that in providing the Platform, Nodey may transfer, store, or process data (including personal information) in jurisdictions outside of New Zealand. Where such transfers occur, Nodey will take reasonable steps to ensure that the data is protected in accordance with applicable New Zealand privacy laws and regulations.

10. Service Availability and Support

10.1 Availability

Nodey will use commercially reasonable efforts to make the Platform available and accessible. However, the Platform is provided as a cloud-based service, and Nodey does not guarantee uninterrupted, continuous, error-free, or secure access to the Platform. The Platform may be subject to:

1. Scheduled maintenance and updates, for which Nodey will endeavour to provide reasonable advance notice;

2. Unscheduled downtime resulting from technical issues, infrastructure failures, or Force Majeure Events;

3. Service interruptions caused by third-party service providers, internet connectivity issues, or other factors outside Nodey's reasonable control; and

4. Temporary suspension for security, compliance, or operational reasons.

10.2 No Service Level Guarantee

Unless expressly agreed in a separate written agreement, Nodey does not provide any service level agreement (SLA) or uptime guarantee. The Platform is made available on an "as available" basis.

10.3 Modifications to the Platform

Nodey reserves the right to, at any time and without prior notice:

1. Add, modify, or remove features, tools, or functionality of the Platform;

2. Introduce limitations on storage, usage, or other features;

3. Modify the Platform's user interface, workflows, or processes; or

4. Discontinue the Platform or any part thereof.

If Nodey discontinues a paid Subscription offering, Nodey will use commercially reasonable efforts to (i) migrate You to a substantially similar offering, or (ii) provide a pro-rata refund of prepaid Fees for the remaining Subscription Term.

10.4 Support

Support services, if available, will be provided in accordance with the terms of Your Subscription tier. Nodey reserves the right to modify the scope and availability of support services at any time.

11. Warranties and Disclaimers

11.1 Limited Warranty

Nodey warrants that, during the Subscription Term, the Platform will perform substantially in accordance with the Documentation. Nodey's sole obligation and Your exclusive remedy for any breach of this warranty shall be for Nodey to use commercially reasonable efforts to correct the non-conformity, or, if Nodey is unable to do so within a reasonable period, to terminate Your Subscription and refund any prepaid Fees for the remaining Subscription Term.

11.2 Engineering Judgement Disclaimer

The Platform is a tool designed to assist qualified professionals with structural analysis and design tasks. The Platform does not replace, and is not a substitute for, professional engineering judgement, independent verification, or the exercise of due professional care.

All Output generated by the Platform must be independently verified and reviewed by a suitably qualified and experienced Professional Engineer before being relied upon, used in practice, submitted to any authority, or used as the basis for any design, construction, or other decision.

You acknowledge and agree that:

1. The Platform may not have been designed or tested for Your specific use case, project, or circumstances;

2. The Output may not achieve the results You desire within Your constraints;

3. You are solely responsible for (i) determining whether the use of the Platform is appropriate for Your purposes, (ii) selecting the appropriate tools, methods, and inputs, and (iii) establishing independent procedures for testing the reliability, safety, accuracy, completeness, and compliance of any Output with applicable legal requirements and professional standards;

4. The structural design methods, calculation engines, and algorithms implemented in the Platform follow recognised engineering principles, but Nodey makes no representation or warranty that such methods, engines, or algorithms are error-free, complete, current, or suitable for all applications;

5. Any reference in the Platform or Documentation to engineering standards, codes, or regulations is for informational purposes only and does not constitute a warranty or representation of compliance, endorsement, or affiliation with any standards body;

6. It is Your responsibility to ensure that any design or analysis complies with all applicable laws, regulations, building codes, and professional standards in Your jurisdiction;

7. Nodey is not, and shall not be deemed to be, a provider of professional engineering services, and the availability of the Platform does not establish any engineer-client or professional-advisory relationship between Nodey and You; and

8. You are the Engineer of Record and the professional owner of all engineering decisions, inputs, assumptions, and Output generated through the Platform. Nodey is a software vendor only and does not author, certify, sign off, or take ownership of any Output. See the Disclaimer and Ownership statement, Section 2.6.

11.3 General Disclaimer

Except for the express limited warranty set forth in Section 11.1, and to the maximum extent permitted by applicable New Zealand law (including the Consumer Guarantees Act 1993):

1. The Platform, Documentation, and all related services are provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS," without warranty or condition of any kind;

2. Nodey expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, and non-infringement;

3. Nodey does not warrant that the Platform will be uninterrupted, timely, secure, error-free, accurate, reliable, or complete;

4. Nodey does not warrant that any defects or errors will be corrected;

5. Nodey does not warrant that the Platform will meet any particular performance, availability, or service-level criteria; and

6. Nodey does not warrant that Customer Content will not be lost, corrupted, or damaged.

11.4 Consumer Guarantees Act

Nothing in this Agreement is intended to exclude, restrict, or modify any rights or remedies that You may have under the Consumer Guarantees Act 1993 (NZ) or the Fair Trading Act 1986 (NZ) that cannot be excluded, restricted, or modified by agreement. To the extent that Nodey is permitted to limit its liability under such legislation, Nodey's liability for breach of any non-excludable guarantee shall be limited, at Nodey's option, to: (a) the re-supply of the services; or (b) the payment of the cost of having the services supplied again.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable New Zealand law, in no event shall Nodey, its directors, officers, employees, agents, affiliates, licensors, or suppliers be liable for any:

1. Indirect, incidental, special, consequential, punitive, or exemplary damages;

2. Loss of profits, revenue, business, goodwill, or anticipated savings;

3. Loss of data or Customer Content;

4. Loss of use or inability to use the Platform;

5. Cost of procurement of substitute goods or services;

6. Business interruption;

7. Damages arising from or related to any Output, including any design, construction, or engineering decision based on Output; or

8. Any damages arising from Your reliance on the Platform or Output for any purpose,

regardless of the theory of liability (whether in contract, tort (including negligence), strict liability, warranty, or otherwise) and even if Nodey has been advised of the possibility of such damages.

12.2 Aggregate Liability Cap

Nodey's total aggregate liability to You for all claims arising out of or relating to this Agreement or the Platform shall not exceed the total Fees paid by You to Nodey in the twelve (12) months immediately preceding the event giving rise to the liability.

12.3 Essential Basis of Bargain

You acknowledge and agree that the disclaimers and limitations of liability set forth in this Agreement reflect a fair and reasonable allocation of risk between the parties, are an essential element of the bargain between the parties, and that Nodey would not have provided the Platform to You without Your agreement to these provisions.

12.4 Non-Excludable Liability

Nothing in this Agreement shall exclude or limit Nodey's liability for:

1. Death or personal injury caused by Nodey's negligence or wilful misconduct;

2. Fraud or fraudulent misrepresentation; or

3. Any other liability that cannot be excluded or limited under applicable New Zealand law.

13. Indemnification

13.1 Your Indemnification

You shall indemnify, defend, and hold harmless Nodey, its directors, officers, employees, agents, and affiliates from and against any and all third-party claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Your use of the Platform or any Output;

2. Your Customer Content;

3. Your breach of this Agreement;

4. Your violation of applicable law or the rights of any third party;

5. Any claim that Your Customer Content infringes or misappropriates the Intellectual Property Rights of a third party; or

6. Any design, construction, engineering, or other decision made in reliance on the Platform or Output.

13.2 Indemnification Procedure

Nodey will provide You with prompt written notice of any claim subject to indemnification (provided that failure to give such notice shall not relieve You of Your obligations except to the extent You are materially prejudiced by such failure). You shall have sole control of the defence and settlement of any such claim, provided that You shall not settle any claim without Nodey's prior written consent if such settlement would impose any obligation or liability on Nodey. Nodey may participate in the defence at its own expense.

14. Term and Termination

14.1 Term

This Agreement commences on the date You first accept it or access the Platform and continues until terminated in accordance with this Section 14.

14.2 Termination by You

You may terminate this Agreement at any time by:

1. Cancelling Your Subscription through Your Account settings; and

2. Ceasing all use of the Platform.

Cancellation will take effect at the end of the current Subscription Term. No refund will be provided for the remainder of the current Subscription Term unless required by applicable New Zealand law.

14.3 Termination by Nodey

Nodey may terminate or suspend Your access to and use of the Platform, in whole or in part, immediately and without notice or liability, if:

1. You breach any material provision of this Agreement;

2. You fail to pay any Fees when due and such failure continues for ten (10) days after written notice;

3. You become subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings;

4. Nodey reasonably believes that Your use of the Platform poses a security risk or may adversely affect the Platform or other users;

5. Nodey is required to do so by law, regulation, or court order; or

6. Nodey decides, in its sole discretion, to discontinue the Platform or any part thereof.

14.4 Effect of Termination

Upon termination of this Agreement or Your Subscription for any reason:

1. All rights and licences granted to You under this Agreement shall immediately cease;

2. You shall immediately cease all use of the Platform;

3. Nodey may, at its discretion, provide You with a reasonable period (not to exceed thirty (30) days) in which to retrieve Your Customer Content, after which Nodey may delete Your Customer Content without further notice or liability;

4. You shall pay all outstanding Fees owed to Nodey as of the effective date of termination; and

5. Sections 3, 6, 7, 8, 11, 12, 13, 14.4, 15, and 16 shall survive termination.

15. Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflicts of law principles.

15.2 Informal Resolution

Before commencing any formal dispute resolution proceedings, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement informally by providing written notice of the dispute to the other party and engaging in good faith negotiations for a period of not less than thirty (30) days.

15.3 Mediation

If the dispute is not resolved through informal negotiation within thirty (30) days, either party may refer the dispute to mediation in accordance with the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) Mediation Protocol. The mediation shall be conducted in Auckland, New Zealand, unless the parties agree otherwise.

15.4 Jurisdiction

If the dispute is not resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts of New Zealand for the resolution of any disputes arising out of or in connection with this Agreement. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with the Privacy Policy, Terms and Conditions, Code of Conduct, and Disclaimer and Ownership documents (each as amended from time to time), constitutes the entire agreement between You and Nodey with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, discussions, communications, representations, warranties, and understandings (whether oral or written) relating thereto.

16.2 Amendments

Nodey may modify this Agreement at any time by posting the revised version on the Nodey website or within the Platform. Nodey will endeavour to provide reasonable advance notice of material changes. Your continued use of the Platform after any modification constitutes Your acceptance of the modified Agreement. If You do not agree to the modification, You must cease using the Platform and terminate Your Subscription.

16.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable New Zealand law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

16.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the party against whom the waiver is asserted.

16.5 Assignment

You may not assign, transfer, or delegate this Agreement or any of Your rights or obligations hereunder without Nodey's prior written consent. Nodey may assign or transfer this Agreement in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, without Your consent. Any purported assignment in violation of this Section is null and void.

16.6 No Agency

Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties. Neither party has any authority to bind the other party in any respect.

16.7 Notices

Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

1. Delivered personally;

2. Sent by email to the email address associated with Your Account (for notices from Nodey to You) or to the contact email published on the Nodey website (for notices from You to Nodey);

3. Sent by registered mail or courier service to the relevant party's registered address; or

4. Posted within the Platform (for notices from Nodey to You).

16.8 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from a Force Majeure Event, provided that the affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and promptly notifies the other party.

16.9 Export and Sanctions Compliance

You shall not use the Platform in any manner that would violate any applicable export control laws, trade sanctions, or international trade regulations.

16.10 Language

The English language version of this Agreement shall be the authoritative version. Any translation is provided for convenience only.

16.11 Third-Party Rights

Nothing in this Agreement is intended to confer any right, remedy, obligation, or liability upon any third party, except as expressly stated herein. This Agreement does not give rise to any rights under the Contract and Commercial Law Act 2017 (NZ), Part 2, Subpart 1 (Privity) for any third party to enforce any term of this Agreement.

17. Contact Information

If You have any questions about this Agreement, please Contact us.