Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Scorafy platform ("Platform", "Service"), operated by Cognitiv Pty Ltd (ACN 688 133 977, ABN 51 688 133 977) ("Cognitiv", "we", "us", "our"). By creating an account or using the Platform, you agree to be bound by these Terms.

If you do not agree with any part of these Terms, you must not use the Platform.

2. Definitions

• "Account" means a registered user account on the Platform.
• "Assessment" means a questionnaire, survey, or evaluation created by an Account holder using the Platform.
• "Respondent" means any individual who completes an Assessment.
• "Report" means the AI-generated analysis produced from a Respondent's answers.
• "You" or "User" means the individual or organisation that holds an Account.

3. Account Registration

To use the Platform, you must create an Account by providing accurate and complete information. You are responsible for:

• Maintaining the confidentiality of your login credentials.
• All activity that occurs under your Account.
• Notifying us immediately of any unauthorised use of your Account.

You must be at least 18 years of age to create an Account. If you are registering on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

4. Acceptable Use

You agree not to use the Platform to:

• Violate any applicable law, regulation, or third-party rights.
• Create Assessments that collect sensitive personal information (such as health, financial, or biometric data) without appropriate legal basis and consent.
• Distribute malware, spam, or any harmful content.
• Attempt to access, tamper with, or reverse-engineer any part of the Platform's infrastructure, code, or AI systems.
• Use the Platform in a manner that could disable, overburden, or impair its operation.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.

We reserve the right to suspend or terminate your Account if we reasonably believe you have breached these terms.

5. Subscription, Billing, and Refunds

The Platform offers tiered subscription plans. By subscribing to a paid plan, you agree to pay the applicable fees as described on our pricing page. Payments are processed via Stripe and billed monthly unless otherwise stated.

• Free plan: Subject to usage limits as described on the pricing page. We may modify free plan features at any time.
• Paid plans: Fees are charged at the start of each billing cycle. All fees are in US Dollars (USD) unless otherwise stated.
• Upgrades and downgrades: You may change your plan at any time. Upgrades take effect immediately; downgrades take effect at the start of the next billing cycle.
• Refunds: Fees are generally non-refundable. If you cancel a paid plan, you retain access until the end of your current billing period. We may, at our sole discretion, issue refunds on a case-by-case basis.
• Annual plans: If you subscribe to an annual plan, you commit to the full 12-month term and fees are payable for that term (billed up front unless your Order Form states otherwise). Annual plans renew automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the current term; we send a renewal reminder beforehand. Annual fees are non-refundable except as required by law or as expressly stated in your Order Form. If you cancel an annual plan part-way through a term, you retain access until the end of the paid term and no pro-rata refund is provided unless we agree otherwise in writing.
• Consumer rights (Australia): Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded. Where our liability for failure to comply with a consumer guarantee can be limited, it is limited (at our option) to resupplying the service or paying the cost of resupply.
• Failed payments: If a payment fails, we may restrict access to paid features until the outstanding amount is settled.
• Data processing: Where we process personal data on your behalf, that processing is governed by our Data Processing Agreement, which forms part of these Terms. By accepting these Terms you also agree to the Data Processing Agreement; no separate signature is required.

6. Intellectual Property

Your content: You retain all ownership and intellectual property rights in the Assessments you create, the questions you write, the methodology you provide, and any data you upload to the Platform.

AI-generated Reports: Reports generated by the Platform's AI are produced for your use. You may use, share, and distribute Reports as you see fit, subject to any applicable Respondent privacy obligations.

Our platform: All rights in the Platform itself - including its design, code, branding, and underlying AI technology - remain with Cognitiv Pty Ltd. Nothing in these Terms transfers any ownership of the Platform to you.

Licence to operate: By uploading content to the Platform, you grant us a limited licence to process, store, and display that content solely for the purpose of providing the Service.

7. AI-Generated Content Disclaimer

The Platform uses artificial intelligence (specifically, Claude by Anthropic) to generate Reports based on Respondent answers and any methodology you provide. Where an Assessment accepts a spoken (audio or video) answer, the recording is transcribed by a third-party transcription provider (Deepgram) into text before AI analysis. The assessment owner controls whether audio or video answers are enabled, and can disable them per Assessment.

AI-generated Reports are not professional advice. Reports are intended as informational tools and should not be relied upon as a substitute for professional coaching, medical, psychological, legal, or financial advice.

While we strive for accuracy, AI-generated content may contain errors, inaccuracies, or biases. You are responsible for reviewing Reports before sharing them with Respondents and for determining their suitability for your intended purpose.

We do not guarantee that AI-generated content will be free from error, and we disclaim all liability arising from reliance on AI-generated Reports.

8. Data Collection and Respondent Privacy

When you create and distribute Assessments, you are the data controller for Respondent data collected through those Assessments. You are responsible for:

• Providing appropriate privacy notices to your Respondents.
• Obtaining any required consent before collecting personal information.
• Ensuring your use of Respondent data complies with all applicable privacy laws, including the Australian Privacy Act 1988.

We process Respondent data on your behalf to operate the Platform and generate Reports. For details on how we handle data, please refer to our Privacy Policy.

9. Limitation of Liability

To the maximum extent permitted by Australian law:

• The Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory.
• We do not warrant that the Platform will be uninterrupted, error-free, or secure.
• Subject to the next paragraph, each party's total liability for all claims arising from or relating to these Terms or the Platform shall not exceed the fees paid or payable by you to us in the 12 months preceding the event giving rise to the claim.
• Where your Order Form says so, each party's liability for (a) its indemnity obligations under section 10 and (b) its breach of the Data Processing Agreement or of data-protection law shall instead not exceed the amount stated in the Order Form, or if none is stated, three times the fees paid or payable in the 12 months preceding the event giving rise to the claim (“Super-Cap”). Neither cap applies to liability for fraud or wilful misconduct, or to liability that cannot be limited by law.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian Consumer Law.

10. Indemnification

10.1 Our IP indemnity (paid plans). We will defend you against any third-party claim that the Platform, or a Report generated by the Platform, infringes that third party's intellectual property rights, and pay the damages and costs finally awarded against you or agreed by us in settlement. This does not apply to claims arising from (a) your content, Assessments, methodology or data; (b) any modification of the Platform or a Report not made by us; (c) combination of the Platform or a Report with anything not supplied by us, where the claim would not have arisen without the combination; or (d) use in breach of these Terms. If a claim is made or we reasonably believe one is likely, we may at our option modify the Platform so it is non-infringing, obtain the right for you to keep using it, or end the affected service and refund prepaid fees for the unused period. This clause states our entire liability for IP infringement claims. This clause applies only while you hold a paid subscription.

10.2 Mutual indemnity. Each party will defend the other against any third-party claim arising from (a) content that party supplied to the Platform, or (b) personal data that party collected, supplied or used in breach of applicable law, and pay the damages and costs finally awarded or agreed in settlement.

10.3 Process. The indemnified party must notify the other promptly, give it sole control of the defence and settlement (no settlement may admit fault by the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's cost. Indemnities are subject to section 9.

11. Termination

By you: You may close your Account at any time by contacting us. Closing your Account will cancel any active subscription at the end of the current billing period.

By us: We may suspend or terminate your Account at any time if you breach these Terms, if we are required to do so by law, or if we discontinue the Platform. We will provide reasonable notice where possible.

Effect of termination: Upon termination or expiry, your right to use the Platform ceases. For a period of 30 days after termination (the “Export Window”) you may log in to export your data - assessments, responses, scores, and AI reports - in CSV and PDF form; on request during the Export Window we will provide a copy of your organisation’s data in a commonly used machine-readable format. We will permanently delete your organisation’s personal data, including copies, within 60 days of termination or expiry, except where we are required to retain it by law. On request, we will confirm the deletion in writing. Respondent personal data subject to a per-assessment retention setting continues to be anonymised on its existing schedule regardless of termination. Provisions that by their nature should survive termination (such as limitation of liability and indemnification) remain in effect.

12. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you via email or through a notice on the Platform. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

13. Governing Law

These Terms are governed by the laws of Queensland, Australia. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.

14. Contact

If you have any questions about these Terms, please contact us:

• Email: adam@scorafy.com
• Entity: Cognitiv Pty Ltd (ACN 688 133 977)