Terms of Service

1. Agreement

These Terms of Service (“Terms”) are an agreement between Thoroughbreds AI Pty Ltd (“Thoroughbreds.AI”, “we”, “us” or “our”) and the person or organisation using the Service (“Customer”, “you” or “your”).

These Terms govern access to and use of our websites, applications, sale catalogue tools, stable management tools, analytical services and related services (collectively, the “Service”).

By creating an account, purchasing a subscription or using the Service, you agree to these Terms.

If you use the Service on behalf of an organisation, you represent that you have authority to bind that organisation. In that case, “Customer”, “you” and “your” refer to the organisation.

An order form, enterprise agreement, data processing agreement, security schedule or other written agreement signed by both parties may supplement these Terms.

If there is an inconsistency, the signed agreement will prevail to the extent of that inconsistency.

2. Definitions

In these Terms:

• “Authorised User” means a person whom a Customer has authorised to access its account or workspace.
• “Customer Content” means information submitted to the Service by or for a Customer, including notes, scores, shortlists, comments, purchasing criteria, maximum bids, stable records, contacts, documents, photographs and other account information.
• “Customer-Specific Outputs” means recommendations, rankings, reports, summaries and similar outputs generated for a Customer using that Customer’s Customer Content.
• “Free Plan” means access to some or all of the Service without payment of a subscription fee.
• “Free Plan Improvement Data” means eligible structured information generated through use of a Free Plan, as described in section 10.
• “Order Form” means an online or written order identifying a subscription, plan, price or other commercial terms.
• “Premium Plan” means a paid, professional or enterprise subscription, regardless of the marketing name given to that plan.
• “Service” has the meaning given in section 1.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Service.

3.2 Account information

You must provide accurate account information and keep it current.

You are responsible for:

• maintaining the confidentiality of your credentials;
• using reasonable security measures for your account and devices;
• activity undertaken through your account;
• ensuring Authorised Users comply with these Terms; and
• notifying us promptly of suspected unauthorised access.

You must not share individual account credentials except through an authorised account-management feature.

3.3 Organisation accounts

An organisation may invite users into a team or organisation-controlled account.

The organisation’s administrators may be able to:

• manage Authorised Users and permissions;
• access Customer Content within the organisation’s workspace;
• manage subscriptions and account settings;
• request exports or deletion; and
• suspend or remove an Authorised User.

If an account is created or administered by an organisation, the organisation controls the Customer Content held in that account, subject to applicable law and any separate agreement.

4. The Service

The Service may provide features relating to:

• thoroughbred pedigrees, breeding and performance;
• bloodstock sale catalogues and lot assessment;
• notes, scores, shortlists and purchasing workflows;
• stable, horse and contact management;
• reports, comparisons and recommendations;
• statistical and analytical tools;
• photographs, files and supporting records; and
• related industry workflows and services.

Available features may depend on the Customer’s plan, account configuration, region, device or separate Order Form.

We may improve or modify the Service over time.

We will not materially reduce the core functionality of a paid plan during its current subscription period without a reasonable operational, legal or security reason or without providing a reasonable alternative.

Beta, preview or experimental features may be changed or withdrawn at any time and may be subject to additional terms.

5. Subscriptions and Payment

5.1 Plans

Plan features, usage limits and current pricing are described on our website, within the Service or in an Order Form.

Marketing descriptions and pricing tables summarise the plans. The applicable Order Form and these Terms govern the subscription.

5.2 Fees and taxes

Subscription fees are payable in advance unless an Order Form states otherwise.

Fees are exclusive of GST and other applicable taxes unless expressly stated to include them.

You authorise our payment provider to charge the selected payment method for applicable fees.

5.3 Renewals

A subscription may renew automatically for the same period unless cancelled before the renewal date.

We will disclose the renewal basis when the subscription is purchased.

5.4 Cancellation

You may cancel a subscription through the available account controls or by contacting us.

Unless otherwise stated in an Order Form, cancellation takes effect at the end of the current paid subscription period.

Except where required by law, fees already paid are not refundable merely because the Customer stops using the Service before the end of a subscription period.

5.5 Price changes

We may change prices for a future renewal period by giving at least 30 days’ notice.

A price change will not apply retrospectively to a subscription period that has already been paid for.

If you do not agree to a renewal price, you may cancel before the renewal date.

6. Licence to Use the Service

Subject to payment of applicable fees and compliance with these Terms, we grant the Customer a limited, non-exclusive, non-transferable right to use the Service for its internal personal or business purposes.

The Customer may permit Authorised Users to use the Service on its behalf, subject to plan limits and these Terms.

This licence does not permit the Customer to:

• resell, sublicense or make the Service available to an unrelated third party;
• copy, reverse engineer or attempt to derive the source code of the Service, except where the law does not permit that restriction;
• extract or reconstruct our databases, models or proprietary datasets;
• bypass security, authentication, plan or usage controls;
• use automated means to access the Service except through an approved interface; or
• use our proprietary technology or data to develop a substantially similar competing service.

7. Acceptable Use

The Customer must not:

• use the Service unlawfully;
• infringe another person’s intellectual-property, privacy or confidentiality rights;
• upload malicious code or harmful material;
• attempt to gain unauthorised access to the Service or another account;
• interfere with the Service or its infrastructure;
• impersonate another person or organisation;
• use the Service to send spam or unlawful communications;
• scrape or systematically extract proprietary data;
• circumvent technical restrictions; or
• use the Service in a manner that creates an unreasonable security or operational risk.

We may use reasonable technical measures to detect and prevent abuse.

Nothing in this section prevents a Customer from exporting its own Customer Content through an available or agreed export mechanism.

8. Customer Content

8.1 Ownership

As between the Customer and Thoroughbreds.AI, the Customer or relevant rights holder retains ownership of Customer Content.

Uploading or processing Customer Content does not transfer ownership of that Customer Content to us.

8.2 Limited processing licence

The Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display Customer Content only as reasonably necessary to:

• provide and support the Service;
• provide Customer-Specific Outputs;
• maintain security and service reliability;
• comply with the Customer’s instructions;
• comply with law;
• exercise our rights and perform our obligations under the agreement; and
• use eligible Free Plan Improvement Data under section 10.

This licence ends when the relevant Customer Content is deleted from active systems, subject to:

• lawful retention requirements;
• ordinary backup expiry;
• information that has been appropriately aggregated or de-identified; and
• model artefacts permitted under section 10.

8.3 Customer responsibilities

The Customer represents that it has the rights and authority required to submit and use Customer Content through the Service.

The Customer must not submit Customer Content that:

• infringes another person’s rights;
• was obtained unlawfully;
• contains malicious code;
• breaches an obligation of confidence; or
• cannot lawfully be processed as described in these Terms and our Privacy Policy.

9. Confidentiality

9.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential in the circumstances.

Customer Confidential Information includes Customer Content and Customer-Specific Outputs, including non-public:

• notes and assessments;
• scores and shortlists;
• purchasing criteria and maximum bids;
• investment and trading strategies;
• stable and ownership information;
• uploaded documents and photographs; and
• customer-specific recommendations and preference information.

Our Confidential Information includes non-public information about the Service, software, security, architecture, models, methods, pricing and business operations.

9.2 Confidentiality obligations

Each party must:

• use the other party’s Confidential Information only to perform or receive the Service;
• protect it using at least reasonable care;
• disclose it only to personnel, professional advisers and service providers who need it for an authorised purpose and are subject to appropriate confidentiality obligations; and
• not disclose it to an unrelated third party except as permitted by the agreement or authorised in writing.

Use of eligible Free Plan Improvement Data in accordance with section 10 is an authorised use. It does not authorise us to disclose an identifiable user’s scores or preferences to another user.

9.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes public without breach of the agreement;
• was lawfully known without restriction before disclosure;
• is received lawfully from another source without a confidentiality obligation; or
• was independently developed without using the disclosing party’s Confidential Information.

9.4 Required disclosure

A party may disclose Confidential Information where required by law or court order.

Where lawful and practicable, the receiving party will give the disclosing party reasonable notice before disclosure and disclose only the information legally required.

9.5 Duration

These confidentiality obligations continue while the information remains confidential.

Obligations relating to trade secrets continue for as long as the information remains a trade secret.

10. Information Generated Through Free Plans

As part of the basis on which we make a Free Plan available, we may use limited structured information generated through use of that plan to develop, train, test, validate and improve:

• the Service;
• analytical and statistical methods;
• models and algorithms;
• recommendations and rankings;
• industry benchmarks; and
• other features that may benefit multiple users.

Free Plan Improvement Data may include:

• numerical scores and ratings;
• classifications and structured assessment choices;
• feature interactions and usage patterns;
• public catalogue references; and
• relevant outcomes.

Unless we provide additional notice and obtain any authorisation required by law, Free Plan Improvement Data does not include:

• free-form notes or private messages;
• photographs, documents or attachments;
• catalogue markups;
• shortlists or pass decisions;
• maximum bids, purchasing criteria or investment strategies;
• contact or stable records;
• payment information; or
• information submitted under a Premium Plan.

Where reasonably practicable, we will aggregate Free Plan Improvement Data or separate it from direct user and account identifiers before using it for these purposes.

Eligibility is determined by the plan under which the information was generated:

• Premium Plan information does not become Free Plan Improvement Data merely because an account is later downgraded;
• information generated after an account moves to a Free Plan may be eligible;
• information generated after an account upgrades to a Premium Plan will be treated as Premium Plan information; and
• eligible information generated while an account was on a Free Plan may continue to be used following an upgrade.

Information generated before this section became applicable to an account will be used only where we have provided appropriate notice and satisfied applicable legal requirements.

Aggregated statistics, benchmarks and model artefacts created from eligible Free Plan Improvement Data may continue to be used after an account is upgraded, cancelled or deleted, provided that they no longer identify the Customer or reasonably permit reconstruction of its Customer Content.

The Customer grants us the rights reasonably necessary to perform the activities described in this section.

We do not sell Free Plan Improvement Data or provide it to third parties for advertising or training their general-purpose models.

We may provide additional notices or controls before commencing a materially different use of Free Plan Improvement Data.

11. Premium Plan Information and Customer-Specific Outputs

Customer Content submitted under a Premium Plan is not used to train or improve a model shared across unrelated customers unless:

• the Customer expressly agrees;
• the information has been appropriately aggregated or de-identified so that it no longer identifies the Customer or reasonably reveals its Customer Content; or
• the use is governed by a separate written agreement.

Customer-Specific Outputs may include recommendations, rankings, reports, summaries and similar outputs generated using Customer Content.

The Customer may use Customer-Specific Outputs for its internal business purposes, subject to third-party data restrictions and these Terms.

We treat Customer-Specific Outputs as Customer Confidential Information and do not make them available to unrelated customers.

Where Customer Content is used to personalise recommendations:

• the information is used only for the relevant Customer account or authorised team;
• training data and model artefacts are scoped to that Customer;
• information from unrelated Premium Plan Customers is not pooled into the Customer’s model; and
• the Customer’s model is not used to provide another Customer’s recommendations.

The Customer retains its rights in Customer Content incorporated into an output.

Thoroughbreds.AI retains its rights in the underlying Service, software, generic algorithms, models, analytical methods and public or licensed data.

The generation of Customer-Specific Outputs does not transfer ownership of our underlying software, models, methods or datasets to the Customer.

Customer-specific model artefacts used internally to provide the Service are treated as confidential and are not required to be provided in downloadable form unless agreed in writing.

12. Artificial Intelligence and Model Providers

The Service may use deterministic software, statistical methods, machine-learning systems and AI-assisted features.

We do not authorise third-party AI providers to use Customer Content submitted through our business or API integrations to train their general-purpose models.

We do not opt Customer Content into voluntary provider model-improvement programs.

Where an approved third-party AI processor is used for a selected feature:

• only information reasonably necessary to provide that feature is submitted;
• the provider is used through an appropriate business or API service;
• the provider processes the information subject to applicable business data protections and our instructions; and
• we do not authorise the provider to use Customer inputs or outputs for general model training.

Our use of eligible Free Plan Improvement Data to improve our own Service is separate from permitting a third-party provider to train its general-purpose models.

13. Thoroughbreds.AI Intellectual Property

We and our licensors retain all rights in:

• the Service and its source code;
• software, interfaces and designs;
• generic models, algorithms and analytical methods;
• data structures and platform functionality;
• trademarks, branding and documentation;
• public, licensed and independently developed equine data; and
• improvements that do not contain or reveal Customer Confidential Information.

Except for the limited rights expressly granted in these Terms, no intellectual-property rights are transferred to the Customer.

14. Feedback

If you voluntarily provide feedback or suggestions about the Service, we may use that feedback to improve our products and services without payment or attribution.

We will not treat Customer Content as product feedback merely because it is stored in the Service.

Feedback does not authorise us to disclose Customer Confidential Information or use Premium Plan Customer Content for cross-customer model training.

15. Privacy, Security and Service Providers

Our handling of Personal Information is described in our Privacy Policy at:

https://www.thoroughbreds.ai/privacy

Each party must comply with the privacy and data-protection laws applicable to its activities under the agreement.

We maintain reasonable technical and organisational safeguards designed to protect Customer Content against unauthorised access, use, modification and disclosure.

We may use service providers and subprocessors for functions such as:

• infrastructure and hosting;
• databases and file storage;
• authentication;
• communications;
• support and CRM;
• analytics and diagnostics;
• payments; and
• approved AI processing.

Those providers may process Customer information only for their defined function and subject to applicable confidentiality, security and data-use obligations.

A current list of material subprocessors is available on request.

If we become aware of a confirmed security incident affecting Customer Content, we will investigate and notify affected Customers without undue delay where required by law or an applicable enterprise agreement.

A Premium Plan Customer may request a data processing agreement or security schedule. Any signed document forms part of the agreement and prevails over these Terms for its subject matter.

16. Offline and Device Data

Some features may store selected Customer Content locally on a device to support offline use.

The Customer is responsible for:

• controlling access to its devices;
• applying device passcodes, encryption and updates;
• removing locally stored data before transferring or disposing of a device; and
• managing Authorised Users’ access to offline data.

Offline storage may be disabled for some deployments.

Signing out does not necessarily remove locally cached information. Users should use available device-data removal controls where appropriate.

17. Data Export, Retention and Deletion

During an active subscription, the Customer may request a reasonable export of its Customer Content in an available format, subject to:

• plan functionality;
• third-party licensing restrictions; and
• reasonable technical limitations.

Following cancellation or termination, we may allow a limited period for an export request before Customer Content is deleted or de-identified.

We retain and delete information in accordance with:

• our Privacy Policy;
• applicable law;
• the Customer’s plan or Order Form;
• legitimate security and dispute-resolution requirements; and
• ordinary backup-expiry processes.

A valid deletion request may include:

• Customer Content;
• associated customer-specific recommendations;
• customer-specific model artefacts;
• files and attachments; and
• cached results held in active systems.

Information may remain temporarily in secure backups until those backups expire through their ordinary lifecycle.

The Customer is responsible for removing offline copies held on its devices and copies exported to systems outside our control.

Deletion of source information does not require deletion of aggregated statistics, benchmarks or model artefacts that no longer identify the Customer or reasonably permit reconstruction of its Customer Content, except where required by law.

18. Third-Party Data and Integrations

The Service may include public or licensed data supplied by sale companies, racing bodies, industry providers and other third parties.

Third-party data remains subject to the relevant provider’s rights and restrictions.

We do not warrant that third-party data is complete, current or error-free.

If the Customer enables a third-party integration, the Customer authorises us to exchange the information reasonably required to operate that integration.

A third party’s terms and privacy practices may apply once information is placed under that party’s control.

19. Analytical and Decision-Making Disclaimer

The Service provides software, data and analytical tools for informational and internal business purposes.

The Service does not provide financial, investment, veterinary, legal, gambling or professional bloodstock advice.

Recommendations, scores, reports and AI-assisted outputs may contain errors, omissions or assumptions and should not be treated as guarantees of:

• sale price;
• racing or breeding performance;
• health or suitability;
• commercial return;
• investment outcome; or
• data accuracy.

The Customer remains responsible for its purchasing, breeding, racing, veterinary and investment decisions and should obtain appropriate professional advice.

20. Availability and Support

We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability.

Maintenance, third-party outages, security events and circumstances outside our reasonable control may affect availability.

Any service level, support response time, uptime commitment or service credit applies only if stated in a signed Order Form or enterprise agreement.

21. Suspension and Termination

21.1 Suspension

We may suspend access where reasonably necessary to:

• address an immediate security risk;
• prevent unlawful use;
• protect the Service or other Customers;
• respond to a material breach; or
• address overdue fees.

Where practicable, we will notify the Customer and provide a reasonable opportunity to remedy the issue.

We may suspend immediately where delay would create a material security, legal or operational risk.

21.2 Termination for breach

Either party may terminate the agreement if the other party materially breaches it and does not remedy the breach within 14 days after written notice.

A breach that cannot reasonably be remedied may result in immediate termination.

21.3 Effect of termination

On termination:

• the Customer’s right to access the Service ends;
• outstanding fees remain payable;
• each party must stop using the other party’s Confidential Information except as permitted by surviving obligations;
• Customer Content will be handled under section 17; and
• provisions intended to survive termination remain in effect.

22. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies a consumer guarantee, right or remedy that cannot lawfully be excluded, including rights under the Australian Consumer Law.

Where the Australian Consumer Law applies, our services come with guarantees that cannot be excluded by these Terms.

Any refund, cancellation, warranty or limitation provision in these Terms is subject to those non-excludable rights.

23. Warranties

Each party warrants that it has authority to enter into the agreement.

We will provide the Service with due care and skill as required by applicable law.

Except for express commitments in these Terms, an Order Form and rights that cannot be excluded by law, the Service is provided on an “as available” basis.

To the maximum extent permitted by law, we do not warrant that:

• the Service will always be available or free from defects;
• all data or outputs will be accurate or complete;
• the Service will meet every Customer requirement; or
• every defect will be corrected immediately.

24. Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

To the maximum extent permitted by law, neither party is liable to the other for indirect, special, exemplary or consequential loss, or for loss of profit, revenue, goodwill or opportunity, except to the extent such loss cannot lawfully be excluded.

Subject to non-excludable liability, each party’s aggregate liability arising from the agreement is limited to the greater of:

• the fees paid or payable by the Customer for the Service during the 12 months immediately preceding the event giving rise to the claim; or
• AUD $100.

This limitation does not apply to:

• fraud or wilful misconduct;
• death or personal injury caused by negligence;
• the Customer’s obligation to pay fees;
• a party’s unauthorised use of the other party’s intellectual property; or
• liability that applicable law prohibits the parties from limiting.

Nothing in this section limits a party’s obligation to take reasonable steps to mitigate its loss.

25. Indemnity

The Customer indemnifies Thoroughbreds.AI against a third-party claim to the extent caused by:

• Customer Content that infringes the third party’s rights;
• the Customer’s unlawful use of the Service; or
• the Customer’s material breach of section 6, 7 or 8.

This indemnity does not apply to the extent the claim was caused by our breach, negligence or wilful misconduct.

We must:

• notify the Customer promptly of the claim;
• provide reasonable cooperation at the Customer’s expense; and
• allow the Customer to control the defence and settlement, provided that a settlement does not admit liability or impose a non-monetary obligation on us without our consent.

26. Disputes and Governing Law

Before commencing court proceedings, a party must give the other written notice describing the dispute and allow at least 30 days for the parties to attempt to resolve it in good faith.

This requirement does not prevent either party from seeking urgent injunctive or protective relief.

These Terms are governed by the laws of Queensland, Australia.

Subject to any non-excludable right to bring proceedings elsewhere, the parties submit to the courts of Queensland and courts entitled to hear appeals from them.

27. Changes to These Terms

We may update these Terms to reflect changes to:

• the Service;
• available plans;
• law or regulation;
• security requirements; or
• our business operations.

We will give reasonable notice of a material change.

A material change will not apply retrospectively to an existing paid subscription period unless required for legal or security reasons.

Where a change introduces a materially different use of Personal Information or Customer Content, we will provide any additional notice or obtain any authorisation required by law.

If a material change substantially disadvantages a Premium Plan Customer, the Customer may cancel before the change takes effect and request any remedy required by applicable law.

28. General

28.1 Entire agreement

These Terms, the Privacy Policy, the applicable Order Form and any signed enterprise documents form the agreement between the parties concerning the Service.

28.2 Order of precedence

Unless a signed document states otherwise, the order of precedence is:

1. a signed enterprise agreement or Order Form;
2. a signed data processing agreement or security schedule, for its subject matter;
3. these Terms; and
4. the Privacy Policy.

28.3 Assignment

Neither party may assign the agreement without the other party’s consent, which must not be unreasonably withheld.

Either party may assign the agreement as part of a merger, corporate restructure or sale of substantially all relevant assets by giving notice, provided the assignee can perform the assigning party’s obligations.

28.4 Severability

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed. The remaining provisions continue in effect.

28.5 Waiver

A failure or delay in exercising a right is not a waiver of that right.

28.6 No partnership

The agreement does not create a partnership, employment, fiduciary or agency relationship between the parties.

28.7 Notices

Operational notices may be sent through the Service or to the account email address.

Legal notices must be sent by email to support@thoroughbreds.ai or another address notified by the relevant party.

29. Contact

Questions about these Terms may be sent to:

Thoroughbreds AI Pty Ltd
Email: support@thoroughbreds.ai
Website: https://www.thoroughbreds.ai