THE AGENCYIQ TERMS AND CONDITIONS

Version: v5.9

1. Definitions

Account means the single login allocated to you.

Agency Partner Plans means Agency Launch, Agency Scale and Agency Enterprise as shown on the pricing page.

AUTO means the setting in which, after the first schedule has been rendered and the relevant platforms are connected, we generate, schedule and publish posts without a further per-post approval from you.

Billing Cycle means the paid period you selected at checkout (monthly or yearly).

Brand means a distinct social-media brand or profile managed in the Services. Each Brand is isolated from every other Brand at the data layer.

Client Brand means a third-party Brand managed by a customer on an Agency Partner Plan.

Customer Content means material you supply or that the Services generate for you, including brand details, prompts, text, images, video, schedules, drafts, published posts and related records.

Fees means the subscription prices shown on the pricing page at the time you subscribe, in Australian dollars and including GST unless stated otherwise.

MANUAL means the setting in which prepared posts do not publish until you edit, approve and publish them.

Pooled Quota means the monthly post and video allowance shared across all Brands on one Agency Partner subscription. Quota is deducted only when a post is confirmed published. A post that does not go live does not consume quota.

Privacy Policy means the privacy policy published at https://theagencyiq.ai/privacy-policy, as updated from time to time.

Services means TheAgencyIQ, including AI content generation (text, images and video), scheduling, AUTO and MANUAL publishing, connections to Third-Party Platforms, multi-brand management, self-healing republishing, client review links, monthly PDF proof packs, analytics and related tools. We do not undertake that any particular third-party model, renderer or vendor will be used. Providers may change.

Third-Party Platforms means Facebook, Instagram, LinkedIn, X, YouTube and any other social service you connect.

2. Eligibility and Account

You must be at least 18, or the minimum age required by each Third-Party Platform you connect (whichever is higher), and able to form a binding contract under the law that applies to you.

The Services are a business tool for operating social-media accounts. If you are a consumer under the Australian Consumer Law, the consumer guarantees apply to the extent they cannot be excluded. These Terms are not a statement that you are not a consumer.

2.1 One login

An Account has one login and one password. There are no separate user logins, seats or sub-accounts. You create the Account with a mobile number and a password, verified by SMS. Sign-in is the mobile number and password only. Email is not used to sign in.

An email address is optional. You may add one so we can send the monthly proof pack and, if you choose, a password-reset link as a secondary option. You are responsible for anyone you allow to use the Account, and for keeping the login details accurate and confidential. Tell us promptly at support@theagencyiq.ai if you believe the Account has been used without your authority.

You can change the mobile number on the Account in the product. A code sent to the new number and your current password confirm the change. A number already on another Account cannot be used. We text your previous number to tell you of the change. The number can be changed at most twice a day.

2.2 Password recovery

If you forget your password we send a one-time code by SMS to the mobile number on the Account. That is the primary way to reset the password. If an email address is also recorded and it matches the address on file, we may also send a reset link to that address. We will not send a reset to an email address that is not already on the Account.

2.3 Authority

You warrant that you have authority to bind any business, brand or client in whose name you open or operate an Account, connect a platform, or supply brand information. If you manage a Client Brand, you warrant that you have that client's authority to do so, including authority to connect its platforms and to publish in its name.

3. Plans, billing, trial and delivery

Plan names, prices, Brand limits and post, image and video allowances are those shown on the pricing page when you subscribe. The figures below are current at the Effective Date and may be updated on that page for new subscriptions. A change to the pricing page does not change the price of a Billing Cycle you have already paid for. A price change for an existing subscription takes effect only from the next Billing Cycle, and only after we have published the new price.

All prices below are in Australian dollars and include GST.

3.1 Business Plans

Business Plans are for one Brand.

Starter — A$99 per month: 1 Brand, 30 text posts and 10 image posts. Video is not included.

Growth — A$299 per month: 1 Brand, 90 text posts, 45 image posts and 2 videos.

Professional — A$799 per month: 1 Brand, 150 text posts, 100 image posts and 10 videos.

3.2 Agency Partner Plans

These plans are for agencies and similar operators managing Client Brands. Quota on these plans is Pooled Quota.

Agency Launch — A$1,500 per month: 5 Brands, 300 text posts, 220 image posts and 20 videos.

Agency Scale — A$5,000 per month: 20 Brands, 1,500 text posts, 1,200 image posts and 75 videos.

Agency Enterprise — from A$10,000 per month, on a separate signed contract: custom Brand count, 5,000 or more text posts, 4,000 or more image posts, 250 or more videos, and a dedicated service level. Where that signed contract and these Terms are inconsistent, the signed contract prevails to the extent of the inconsistency.

3.3 What Agency Partner Plans include

One login for all Client Brands; a posting schedule and quota for each Brand; Pooled Quota deducted only on confirmed publish; client review links; a monthly PDF proof pack for each Brand; brand isolation; automated post creation; per-Brand analytics; content recommendations; AI video generation subject to plan caps; self-healing republishing; and priority support.

A client review link lets a colleague or client view posts and leave comments. It does not let them approve, edit, publish, connect a platform, or change the Account. You remain responsible for anything published from the Account.

At the end of each 30-day period we email a PDF proof pack for each Brand to the email address on the Account, if one is recorded. The pack records activity for that period. It is a record of activity, not a tax invoice and not a guarantee of results. You may attach it to your own client invoices. If no email address is on the Account we cannot send the pack until one is added. We are not liable for a pack that cannot be delivered because no valid email address is on the Account.

3.4 Billing, renewal, cancellation and refunds

You choose monthly or yearly billing at checkout. Monthly plans are billed in advance each month. Yearly plans are billed in advance for 12 months at the yearly prices then shown on the pricing page.

At the Effective Date the yearly prices, in AUD including GST, are:

Starter A$990

Growth A$2,990

Professional A$7,990

Agency Launch A$15,300

Agency Scale A$51,000

Agency Enterprise from A$108,000, on a separate signed contract

Fees are processed by Stripe. We do not store full card numbers. Stripe's terms apply to the payment processing itself.

Your subscription renews automatically for the same interval and plan until you cancel. Cancel before the renewal date and the next charge does not occur. "End of the current Billing Cycle" means the end of the current paid month on a monthly plan, or the end of the current paid 12-month period on a yearly plan.

Cancel in the product: Profile, then Cancel Subscription. One confirmation is enough. A Stripe billing portal is also available on that page. Cancellation stops the next renewal. Access and the allowance already paid for continue until the end of the period already paid. Cancellation does not delete Brands, content, platform connections or the Account. Resubscribing restores service on the then-current plan without requiring you to reconnect platforms, provided those connections are still valid. Deleting the Account is a separate step under clause 13.

After you cancel, your Profile shows the date your plan ends. You can withdraw the cancellation before then through Manage Billing, and your plan continues as before. Cancelling replaces any waiting change to a lower plan. If your subscription has already ended with our payment provider, we record it as ended, tell you, and charge nothing further.

We may suspend generation and publishing if a renewal payment fails, after we have given you a reasonable opportunity to update the payment method where we are able to contact you. Access already paid for is not cut off merely because a future renewal has failed.

Fees already billed are not refundable, including unused months of a yearly plan, except where the Australian Consumer Law or another law requires a refund, or where clause 4.1 or clause 10 requires one. Unused posts, images, videos or generations do not roll over and have no cash value.

Change plan on the Subscription page. It shows the plan you are on, offers only the plans you can move to, and tells you what will change and when before you confirm. An Account has one subscription: changing plan never starts a second one. If your subscription is set to end, renew it before you change plan.

A higher plan, or a move from monthly to yearly billing, starts immediately. We charge the difference in Fees for the rest of the current Billing Cycle, and the higher allowance applies from that moment. If that payment does not go through, your plan does not change and we tell you.

A lower plan, or a move from yearly to monthly billing (including to a higher plan billed monthly), starts at the end of the current Billing Cycle unless we agree otherwise in writing. Until then you keep your current plan, allowance and Brands, and you can withdraw the change. Moving to a higher plan withdraws a waiting change to a lower plan, and we tell you. Because a lower plan starts only at renewal, moving to one does not give a refund.

Each plan includes the monthly allowance shown on the pricing page. On a monthly plan it refreshes on each renewal date. On a yearly plan it refreshes each month of the paid year.

If your new plan allows fewer Brands than you have running, we ask you to choose which keep running before the change takes effect, and show you the deadline. If you have not chosen by then, we keep running the Brands with the most posts published in the previous 30 days, preferring Brands with a connected platform, and pause the rest. A paused Brand creates and publishes nothing, but keeps its content, settings and platform connections, and can run again if your plan allows. A Brand you paused yourself stays paused.

Nothing in this clause 3.4 excludes, restricts or modifies the consumer guarantees under the Australian Consumer Law.

3.5 Promotions

We may offer credits, gifts, introductory prices or limited-time promotions, including a capped introductory offer on a named plan. Those offers are non-transferable, do not recur unless the offer says they do, and follow the terms stated with the offer. A promotion does not change the price of a Billing Cycle already paid, and it ends when its stated cap, date or eligibility condition is reached.

Promotional credits increase remaining post quota once, unless the offer says otherwise. We may change or end a promotion that has not yet been accepted. We will not withdraw a promotion already applied to a paid Billing Cycle except where the offer was obtained by mistake that you knew or ought reasonably to have known, or by fraud. Promotions do not guarantee results.

3.6 Free trial

The trial runs for 14 days from Account creation. It includes 5 text posts and 1 video on one Brand. No payment method is collected during the trial. The trial does not convert into a paid plan by itself, and we will not charge you unless you choose a plan and complete checkout.

To continue after day 14 you choose and pay for a plan. When the trial ends, generation, scheduling and publishing stop, including AUTO publishing of posts already scheduled. Posts prepared during the trial are not published after the trial ends unless and until a paid plan is active and those posts are still within an active schedule. The Account is not deleted. Unused trial allowance lapses and has no cash value.

One trial per person, mobile number and business, unless we agree otherwise. We may refuse or end a trial that we reasonably believe is a repeat trial, an abuse of the trial, or a breach of clause 4.

3.7 Delivery

During each paid period we will use reasonable care and skill to generate and publish your allocated posts to the platforms you have connected and for which publishing permission is in force.

We monitor delivery and make reasonable attempts to recover shortfalls in the same period. Posts that cannot go out because a platform permission is pending, withdrawn by the platform, or a connection is down, are not treated as failed delivery by us. Where we can, we direct that allocation to your other connected platforms (clause 6.2). Delivery depends on Third-Party Platform availability, permissions, rate limits and your brand information being sufficient to generate a post.

Quota is deducted only on confirmed publish. A generated draft, a scheduled post that does not go live, or a post that fails because a connection is down, does not consume quota.

This clause does not exclude a consumer guarantee. If the Services fail to meet a guarantee that cannot be excluded, your remedies are those in clause 9.

3.8 Complimentary access

We may give an Account free or upgraded access to a plan for a stated period. It ends on the date we set. The Account then continues on any paid plan it holds, or otherwise moves to the free tier, and keeps its Brands and content. Complimentary and paid access can run at the same time: you receive the higher of the two, and each ends on its own date. If you buy a plan during complimentary access, the purchase is made on your existing billing record with our payment provider. Complimentary access has no cash value and cannot be transferred.

4. Acceptable use

Use the Services lawfully. Do not:

• spam, or send unsolicited bulk messages through a connected platform;
• bypass, share or resell plan limits, except by managing Client Brands under an Agency Partner Plan you have paid for;
• break the rules of a Third-Party Platform you have connected;
• interfere with the Services, probe them for a vulnerability, or attempt to access another customer's Account or Brand;
• submit another person's personal information without a lawful basis; or
• use the Services to generate or publish content that is unlawful.

You own your Customer Content, including outputs the Services generate for you, on the terms in clause 7. You are responsible for that content: its accuracy, its legality, its fit with Third-Party Platform rules, and the consequences of it being published, including where you have left the Account in AUTO.

You must review brand information for accuracy before you rely on publishing. AUTO does not review your business for legal, medical, financial or other regulated-advice compliance. Do not use the Services to present generated text as professional advice unless you have reviewed it and you are qualified and permitted to give that advice.

4.1 Brand information

You warrant that the brand information you supply, and your use of the Services, comply with applicable law, and that you have the right to use the names, marks, likenesses and claims included in that information.

We may refuse brand information, suspend generation, or close an Account, where we reasonably believe the intended use involves:

• sexual or exploitative content involving anyone under 18;
• a real-world serious crime, including fraud, violent crime, trafficking or terrorism;
• intimate imagery, or a deepfake, of a real person without that person's consent; or
• any other use we are required by law to refuse.

If we refuse the brand information you may revise it once. If the revision is still unacceptable we close the Account and refund Fees paid for the then-current Billing Cycle, and any unused prepaid period, except where the law requires us to retain the Fees or where the Account was used for the refused purpose after we notified you. A closure under this clause is not a penalty. It is a refusal to provide the Services for that use.

We may also suspend the Services, without closing the Account, where we reasonably need to do so to prevent harm, comply with law, or respond to a Third-Party Platform requirement. We will tell you the reason unless the law or that requirement prevents us.

5. Generation and publishing

The Services use artificial intelligence to generate, schedule and, in AUTO, publish content. Generated content can be inaccurate, incomplete, repetitive or unsuitable. You are responsible for the consequences of publishing it, including in AUTO, except to the extent we have failed to use reasonable care and skill or a non-excludable consumer guarantee applies.

Content is written in English by default. Regional spelling follows the country of the mobile number on the Account. That is an operating rule, not a promise that every post will match a house style you have not supplied.

We do not undertake that any particular third-party model, image renderer, video renderer or vendor will be used. Names of tools that appear in the product are descriptions of capability, not a commitment that a named vendor will remain in the path. Providers may change without notice, provided the Services still perform the functions of your plan.

5.1 AUTO and MANUAL

Every new Account is placed in AUTO when it is created.

The first full schedule is generated and shown to you as a visual render. Until that render is complete, you cannot switch to MANUAL. Publishing to a connected platform does not start until that render is complete and the platform connection required for that post is in place. We do not publish a first schedule that you have not been shown.

When the render is complete you may switch to MANUAL. After that you may switch between AUTO and MANUAL as you choose. A switch applies to publishing that has not yet occurred. It does not unpublish a post that has already gone live.

AUTO. We generate, schedule and publish without a further per-post approval from you. Leaving the Account in AUTO is your instruction to publish.

MANUAL. Prepared posts stay unpublished until you edit, approve and publish them, or approve them for publishing. That work is yours. We do not publish a MANUAL post because you have not responded.

If you stay in AUTO, TheAgencyIQ publishes.

5.2 MANUAL inactivity on a paid plan

This clause applies only to a paid plan that you have left in MANUAL.

If, for 90 days on which at least one post was waiting for your approval, you approve nothing on any Brand on the Account, we may treat the Account as inactive for publishing purposes. Days with nothing waiting do not count. Any approval on any Brand on the Account resets the count to zero. Time on the free trial does not count.

Before we schedule cancellation we will try to notify you, using the mobile number and any email address on the Account, so you can approve a post, switch to AUTO, or cancel yourself. If we cannot reach you and nothing happens after that notice, we may cancel the subscription at the end of the current Billing Cycle. Access continues until then. We will not cancel mid-cycle under this clause, and we will not delete the Account, Brands, content or connections under this clause.

This clause does not apply where the lack of approvable posts is our fault, including where generation failed or no post was actually waiting. It does not limit your Australian Consumer Law rights. Fees already paid for the current Billing Cycle are not refunded merely because you did not approve posts, except where the law requires a refund.

5.3 Deleting a published post

Each published post card has a delete control. Only you, or someone you have allowed to use the Account, can trigger deletion. We do not delete, moderate or rewrite a post after it has been published, except where we are required to by law or by a valid order, or where clause 4.1 requires us to stop a use we must refuse.

Some platforms, including Instagram, may require you to finish deletion in their own product. Where we know that is the case, we will point you there. A deletion in our product removes the post from our active schedule and, where the platform allows us to, requests deletion on the platform. We do not control whether the platform completes that deletion, how long a cache remains, or whether a copy remains outside the platform.

5.4 Video

Video generation is included only on plans that list a video allowance, and is subject to that cap. It uses third-party infrastructure. An outage or withdrawal of that infrastructure is not, by itself, a ground for a refund, except where the Australian Consumer Law requires one or where the outage means we have not supplied the video allowance of a paid plan and we cannot reasonably resupply it in the same Billing Cycle. In that case we will resupply in a following period or credit the affected video allowance, at your election where a non-excludable guarantee applies.

5.5 Performance learning

By creating an Account you allow us to use performance data from posts published through the Services for your Brands, together with your brand information, to improve how future content for your Brands is written, scheduled and timed. Learning uses your data for your Account only. It is not used to train general-purpose models for other customers, and it is not shared across Accounts.

You may turn this off at any time under Profile, then Data & Privacy. We stop using the data for learning within 24 hours after you turn it off, and we delete the associated learning insights within 30 days, unless a longer period is required by law. Turning learning off does not stop publishing, and it does not delete your Account. The Privacy Policy has the detail.

5.6 Recovery publishing

The Services include automated diagnosis, retry and recovery publishing. We will use reasonable efforts to recover a post that failed for a reason within our control. That is not a promise of uninterrupted service, and it is not a promise that a Third-Party Platform will accept a post.

5.7 Callback requests

If you message us to request a callback, you consent to our using the contact details and message to understand the request and to arrange the call. A requested time is a preference, not a confirmed appointment, unless we confirm it. We delete or anonymise the request after the call, after a later meeting, or on expiry, unless it becomes part of an active customer relationship or we must keep it by law.

5.8 What the Services are not

The Services plan, generate, schedule and publish social-media content from the brand information you supply. They do not include, unless a separate written agreement says they do:

• original photography or on-location filming;
• paid media buying or advertising management;
• daily comment moderation or community management as a managed human service;
• public-relations counsel; or
• bespoke campaign strategy by a human team.

Agency Enterprise may include a dedicated service level only to the extent the signed contract states.

6. Third-Party Platforms

6.1 Authority to connect

The Services depend on Third-Party Platform interfaces and rules, which we do not control. By connecting a platform you authorise us to connect via that platform's authorisation flow, to store the resulting tokens securely, and to publish, read performance data, and delete content in the name of the connected account, only as required to provide the Services and only within the permissions you grant.

You warrant that you are allowed to connect that account and to authorise publishing to it. A platform may change, limit or withdraw access. That can interrupt the Services. We are not liable for a platform's decision, except where we failed to use reasonable care and skill in handling the connection, or a non-excludable guarantee applies.

You can disconnect a platform in the product or in the platform's own settings. On disconnect we stop publishing to it and revoke or cease using the token as described in the Privacy Policy.

6.2 Interruptions and reallocation

If a connection expires or is revoked, we aim to detect it through routine checks, ordinarily within about 30 minutes, and to SMS you no more than once per day per connection with a reconnect link. Each notice names the Brands affected, and we send an Account no more than two reconnect notices an hour. These are operating targets, not guarantees.

We do not cancel your paid allocation merely because a connection is down. We try to deliver subscribed volume through platforms that are still connected and permitted. Posts that could not publish on the unavailable platform are shown as stopped. Where another connected platform can carry the allocation, replacement content is ordinarily created on a working platform within about an hour. On reconnect, held work is designed to resume on the next cycle, typically within about ten minutes. None of these timings is a guarantee. They can be affected by platform availability, interface changes, rate limits and permission decisions.

At the Effective Date, publishing through the Services is available for Facebook, Instagram, LinkedIn, X and YouTube, subject to the permissions each platform grants your connected account. Instagram publishing requires the account type that platform demands (at the Effective Date, a professional account). If a platform later withdraws permission from us, reconnecting your account will not restore publishing, and we will not ask you to reconnect in order to cure a withdrawal that is ours to cure. Affected posts are held and are designed to publish if permission returns. Those units are not failed delivery under clause 3.7, and they do not consume quota unless they are confirmed published.

We will not reduce your paid allocation because a platform is unavailable. Reducing what you ask us to publish is a control you can choose. On a paid plan the allocation remains the full quota of that plan.

6.3 Platform rules bind you

You must comply with the terms of each Third-Party Platform you connect. A breach of those terms that causes the platform to limit the connected account is your responsibility, except to the extent the breach was caused by our failure to use reasonable care and skill. We may pause publishing to a platform if continuing would breach that platform's rules or put other customers' access at risk. We will tell you if we do.

7. Intellectual property

7.1 What you own

You keep all rights in the material you supply. As between you and us, you own the outputs the Services generate for your Account, subject to this clause 7. Outputs may not be unique. Similar outputs may be generated for other customers. An output may not attract copyright in every place. You warrant that you have the rights needed to supply what you supply, and to authorise the uses in clause 7.3.

We do not claim ownership of your brand name, your marks, or your supplied material.

7.2 What we own

We and our licensors own the Services and all related software, model integrations, interfaces, prompts, workflows, documentation, know-how and the names TheAgencyIQ, AgencyIQ, Qy!, Qy Lightning, My Qy, Qy Partners and Qy Creators. Nothing in these Terms transfers any of that to you. You may not copy, reverse-engineer, extract, resell or build a competing dataset from the Services, except to the extent reverse-engineering cannot be prohibited by law.

You receive a non-exclusive, non-transferable right to use the Services for your own business, or for Client Brands under an Agency Partner Plan, for the term of your subscription.

7.3 Licence we need to run the Account

You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, process, generate, schedule, publish, analyse and otherwise use Customer Content and outputs solely to provide, secure and support the Services, and to do the learning described in clause 5.5 while that learning remains on.

The licence begins when you supply the material or when the output is generated, and it continues while the Account is active. On cancellation or deletion the licence ends for new generation, scheduling, publishing and recovery work. It survives only:

• to finish work already queued at the time of cancellation or deletion;
• to meet a legal, tax, security or dispute-resolution obligation; and
• to delete or anonymise data as these Terms and the Privacy Policy describe.

Once a post is on a Third-Party Platform it is also governed by that platform's terms. We have no obligation to remove it from the platform except through the delete control you use under clause 5.3, and only to the extent the platform allows us to.

7.4 No archive service

The Services are not a records-management, backup or long-term storage service. You should keep your own copies of material you may need. We will try to offer an export of active drafts, outputs and schedules before final deletion where that is feasible and lawful. After Account deletion, and after a wind-down of no more than 30 days unless law requires longer, we delete or irreversibly anonymise your Customer Content and unpublished outputs from active systems. Backups are destroyed on the cycle described in the Privacy Policy.

7.5 Showcase

We may use your material for our own marketing only if one of the following is true:

• it is anonymised so that you and your clients are not reasonably identifiable;
• it is limited to aggregated statistics; or
• you have approved that use in the product.

You may withdraw an approval at any time. We then stop creating new marketing that uses the material and remove it from channels we control within a reasonable time. Material already published by a third party, or already in a form we no longer control, may remain. We will not use unpublished drafts, tokens, credentials or private brand strategy for marketing.

This clause is not a licence for us to present your client's brand as our client unless you, and where required your client, have approved that presentation.

7.6 Feedback and training

If you give us feedback, suggestions or ideas that are not themselves Customer Content, we may use them without restriction or payment. We will not use your Customer Content or your outputs to train general-purpose models for other customers unless you opt in, in the product, to a training use that is separate from clause 5.5. Anonymised and aggregated operational data may be used to operate, secure and improve the Services.

7.7 Generated characters

The Services may produce illustrated characters or mascots for a Brand. We instruct generation not to copy a known third-party character. That instruction is not a warranty that an output is original, that it does not resemble an existing character, or that a name or image is free to register as a trade mark.

Before you adopt a generated character as a brand asset, you should review it and, where the use warrants it, obtain your own clearance. If you become aware that a character may infringe someone else's rights, stop using it and tell us. We may refuse to keep generating a character we reasonably believe infringes.

8. Preview features

From time to time we may offer a feature marked as preview, beta or trial. A preview feature is provided as it stands, may be changed or withdrawn, and may not have the same support as a paid feature. The same responsibility, acceptable-use and consumer-guarantee rules apply. Withdrawing a preview feature is not a failure to supply the paid plan, unless the feature has been listed as part of that plan's allowance.

9. Liability

The Services and generated content are provided using reasonable care and skill. Except for guarantees and rights that cannot be excluded under the Australian Consumer Law or any other law, we do not promise that the Services will be uninterrupted, error-free, or that any post will achieve a particular reach, engagement, sale or other result. Performance figures we publish are illustrations, not guarantees. Past results do not predict future performance.

Where a consumer guarantee applies and the failure cannot be remedied, or is a major failure, you are entitled to the remedies the Australian Consumer Law gives you, which may include a refund or replacement and compensation for reasonably foreseeable loss. Where we are permitted to limit liability for a failure that can be remedied and is not a major failure, our liability is limited, at our election, to resupply of the Services or the cost of having the Services resupplied.

To the extent the law allows, and subject always to the previous paragraph, we are not liable for:

• loss that was not reasonably foreseeable at the time you agreed to these Terms;
• loss caused by a Third-Party Platform's decision, outage, rate limit or rule change;
• loss caused by your instructions, your brand information, or your Customer Content; or
• loss caused by your choice to leave an Account in AUTO after the first schedule was shown to you, except to the extent the loss was caused by our failure to use reasonable care and skill.

We do not exclude liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by law.

Subject to the Australian Consumer Law and to those non-excludable liabilities, our total liability to you for all claims arising out of these Terms or the Services in a Billing Cycle is limited to the Fees you paid us for that Billing Cycle. This cap does not apply where the law does not allow it, including where a consumer guarantee remedy is a refund of amounts paid or compensation for reasonably foreseeable loss.

10. Indemnity and events outside our control

To the extent the law allows, you indemnify us against claims, losses and reasonably incurred costs arising from your Customer Content, your brand information, your breach of these Terms, or your use of the Services, except to the extent the claim was caused or contributed to by us. The indemnity does not apply to a claim by you for a breach of these Terms or for a non-excludable statutory right. We will not ask you to indemnify us for our own negligence, and we will take reasonable steps to mitigate any loss.

We are not liable for failure or delay caused by an event beyond our reasonable control, including natural disaster, epidemic, war, terrorism, government action, widespread infrastructure failure, cyber-attack that we took reasonable steps to prevent, payment-processor interruption, and a Third-Party Platform or model-provider outage or rule change. We will tell you if such an event materially affects the Services, and we will use reasonable efforts to resume.

If such an event continues for more than 30 consecutive days, either party may end the affected Services by notice. Prepaid Fees for the unused remainder of the Billing Cycle are then refunded pro rata. This is in addition to, and does not limit, any right you have under the Australian Consumer Law.

11. Privacy

Personal information is handled under the Privacy Policy and the Privacy Act 1988 (Cth), including the Australian Privacy Principles. The Privacy Policy is published at https://theagencyiq.ai/privacy-policy. If these Terms and the Privacy Policy differ on a privacy question, the Privacy Policy prevails on that question. On any other question, these Terms prevail.

12. SMS

Creating an Account requires a mobile number. By entering a mobile number and completing verification, you consent to receive SMS from us only for:

• a signup or sign-in verification code;
• a password-reset code;
• a code to confirm a new mobile number on the Account;
• a notice to your previous number that the mobile number on the Account was changed; and
• a notice that a connected platform needs re-authorisation, no more than once per day per connection.

We do not send marketing by SMS. Message and data rates may apply. Frequency varies with those events. It is not a standing marketing programme.

Reply STOP to opt out of non-essential SMS, or HELP for support contact details. A STOP reply is recorded. Opting out of SMS does not close the Account and does not, by itself, stop a verification code that is required to complete an action you have just requested. If you opt out of reconnect notices, we will stop those notices; publishing to an expired connection may then fail until you reconnect in the product.

SMS is sent through our messaging provider and is handled under that provider's acceptable-use rules and our Privacy Policy. Do not use a number you are not authorised to use.

13. Cancellation and deletion

Cancelling a subscription and deleting an Account are different acts. One does not do the other.

Cancellation is clause 3.4. It stops the next renewal. Access continues to the end of the period already paid. It deletes nothing: not the Account, not Brands, not content, not platform connections.

Account deletion must be requested in the product, or by a request from the mobile number on the Account to support@theagencyiq.ai that we can verify. It cannot be undone. On deletion:

• automation, generation and publishing stop;
• platform tokens are revoked or deleted, and are not set to a blank value in place of revocation;
• a deleted Account cannot be used to sign in again;
• personal information, connections, content and analytics are queued for deletion within 30 days, subject to the backup cycle in the Privacy Policy; and
• unused entitlements end and have no cash value.

If you delete the Account during a paid Billing Cycle, cancellation of the renewal is included. Fees already paid are not refunded merely because you deleted the Account, except where clause 9, clause 10 or the Australian Consumer Law requires a refund.

We may refuse a deletion request that we cannot authenticate, and we may retain information the law requires us to retain, including tax records.

14. Governing law and disputes

These Terms are governed by the law of Queensland, Australia. The courts of Queensland have jurisdiction. Where both parties agree in writing after a dispute has arisen, the dispute may instead be referred to arbitration in Brisbane under the ACICA Arbitration Rules. Nothing in this clause requires you to arbitrate, and nothing in it limits a right you have to bring a claim in a court or tribunal, including under the Australian Consumer Law or before a fair-trading body.

Before starting proceedings, the party raising the dispute will give the other a short written notice and 14 days to try to resolve it, unless urgent relief is needed. Notices to us go to support@theagencyiq.ai. Notices to you go to the mobile number or email address on the Account.

15. Qy Creators referral programme

15.1 Eligibility

An Account with an active paid subscription receives a personal referral link in Account Profile under "Qy Creators". The programme is not available during the free trial, and a trial conversion by you does not earn commission for you. Participation is optional. It is governed by this clause 15. You do not have to participate to use the Services.

15.2 How a referral is recorded

When someone opens your link we store your code in that browser for 90 days. If they create a verified Account in that period, the referral is recorded against you. If more than one link was used, the first valid link they opened is credited. Recording depends on that browser and device retaining the code. We do not guarantee recording where the code is blocked, cleared or not retained. You cannot refer yourself. A match to your own phone number or email is not credited. A referral is not recorded merely because you told someone our name.

15.3 Commission

If a referred person becomes a paying subscriber, you earn 30% of the subscription fees we actually receive from them for the referred subscription, excluding GST and any other sales tax, for payments received in the first 12 calendar months from their first commission-eligible payment.

Because our prices include GST, commission is calculated on the GST-exclusive amount. On an A$99.00 monthly plan that amount is A$90.00 and the commission on that payment is A$27.00. The same method applies to other plans: commission is 30% of the GST-exclusive amount we actually receive for that payment. There is no commission on clicks, sign-ups, trials, promotional credits, refunded amounts, or unpaid accounts. A yearly payment is commissionable on the GST-exclusive amount received, within that 12-month window, and does not by itself extend the window past 12 calendar months from the first commission-eligible payment.

15.4 Holding and reversals

Each commission is held for 30 days from the customer payment it relates to. A refund or chargeback of that payment cancels or reduces the related commission in proportion, if the commission has not yet been paid to you. Commission already paid to you is not clawed back. If the referred customer later cancels, commission already earned on payments they made, and not reversed under this clause, is unaffected. Cancellation stops future commission on payments that are not made. It does not unwind commission on payments we have kept.

15.5 Payment

After the holding period we contact you to arrange payment in AUD by bank transfer or another method we agree. We do not hold your bank details in the product. You must respond with payment details we can use. If payable commission in a month exceeds the amount we pay out that month, oldest amounts are paid first and the balance carries forward. That affects timing only, not whether the commission was earned.

We may withhold an amount that is the subject of a reasonable dispute under clause 15.4 or clause 15.8 until that dispute is resolved. We will tell you if we do.

15.6 Tax

You are responsible for tax on commission you receive, including income tax and, if you are registered for GST, GST on amounts you invoice to us. Commission is not salary or wages. We do not withhold tax from it, except where the law requires us to. If you are registered for GST we may ask for a valid tax invoice before payment, and we may defer payment until we receive one.

15.7 Promotion rules

You may share your link honestly and in your own words. You must not:

• make a claim about TheAgencyIQ that is false, misleading, or that we have not published;
• describe yourself as our employee, agent, partner or representative;
• use spam, unsolicited bulk messaging, or misleading advertising;
• bid on our brand names in paid search, or register domains, handles or accounts that imitate us;
• create accounts, payments or trials in order to generate commission for yourself or a related person; or
• offer an inducement that misrepresents what the Services do.

You must comply with the Australian Consumer Law and the Spam Act 2003 (Cth). You must disclose that you may earn commission where the law, or the rules of the channel you use, requires that disclosure.

15.8 Pause and removal

We may pause or end your participation if we reasonably believe clause 15.7 has been breached, a referral is not genuine, or continuing the link would breach the law. We will tell you if we pause or end it, unless doing so would compromise an investigation. A paused link stops earning on new payments. Commission already earned, and not reversed under clause 15.4, remains payable. Ending participation does not close your Account and does not end your subscription.

15.9 Status

Participation does not make you our employee, contractor, agent, partner or joint venturer, and gives you no authority to bind us or to make a representation on our behalf. You have no exclusive territory, channel or category. Nothing in this clause 15 stops us from marketing directly, or from accepting another person's referral, for the same prospect. If two valid claims compete, clause 15.2 decides the credit.

15.10 Changes

We may change this clause 15, including the commission rate, the holding period and eligibility, or end the programme, by publishing an updated version of these Terms. A change applies to referrals recorded after the Effective Date of that version. Commission already earned is not reduced by a change of rate. If the programme ends, commission already earned remains payable under clauses 15.4 and 15.5.

15.11 Consumer rights

Nothing in this clause 15 excludes, restricts or modifies any right or guarantee you have under the Australian Consumer Law.

16. General

16.1 Whole agreement

These Terms and the Privacy Policy are the agreement between you and us for the Services. A signed Agency Enterprise contract prevails over these Terms to the extent of any inconsistency. A statement on a webpage, in a sales conversation, or in a generated post does not vary these Terms unless it is in a version of these Terms we publish, or in a document both parties sign.

16.2 Changes to these Terms

We may update these Terms by publishing a new version at https://theagencyiq.ai/terms-and-conditions. The version and Effective Date appear at the top of that page. For a change that materially reduces your rights, increases your obligations, or changes the price basis, the AUTO authority, the refund position or this clause 16.2, we will also give you at least 14 days' notice by SMS or email before the Effective Date, where we have a contact detail that can receive it.

Continued use after the Effective Date is acceptance of the update. If you do not agree, cancel under clause 3.4 before that date. Your right to cancel, and any non-excludable right to a remedy, is not affected by a change.

We will not apply a change retrospectively to a Billing Cycle you have already paid for, except where the change is required by law or is a correction of a clear error in your favour that we are not permitted to leave in place.

16.3 Assignment

You may not assign your Account or these Terms without our consent. We may assign these Terms to a related body corporate, or to a buyer of the business that operates the Services, provided your rights are not materially reduced. We will tell you if we do.

16.4 Severance

If a provision is unenforceable, it is read down to the extent needed to make it enforceable. If it cannot be read down, it is severed. The rest remains in force.

16.5 Waiver

A failure to enforce a provision is not a waiver. A waiver must be in writing to be effective.

16.6 Relationship

We are an independent supplier. These Terms do not create a partnership, joint venture, employment or agency, except for the limited authority you give us to publish to platforms you have connected, on the terms of clause 5 and clause 6.

16.7 Contact

Macleodglba Pty Ltd (ABN 79 664 444 384) trading as TheAgencyIQ
Queensland, Australia
support@theagencyiq.ai
Terms: https://theagencyiq.ai/terms-and-conditions
Privacy: https://theagencyiq.ai/privacy-policy