Terms of Use

Last updated: May 15, 2026

These Terms of Use apply when you use the services of LAIW PTY LTD (ACN 667 737 251) or our affiliates ("Odella", "we", "our" or "us"), including our application programming interface, software, tools, developer services, data, documentation, and websites ("Services"). By creating an account, clicking to accept these Terms, or using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information. Our Data Processing Addendum automatically applies when we process Customer Personal Data on your behalf as a Processor or Subprocessor. An order form or other written agreement signed by both parties controls to the extent it expressly conflicts with these Terms.

1. Registration and Access

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. If you use the Services on behalf of another person or entity, you represent that you have authority to accept these Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

2. Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. Except for Customer Data and Output as expressly described in Section 3, we and our affiliates own all rights, title, and interest in and to the Services and Odella IP.

(b) Odella IP. "Odella IP" means the Services and all related technology, software, source code, object code, APIs, developer tools, designs, templates, workflow builders, system prompts, prompts supplied by Odella, models, model configurations, algorithms, databases, schemas, export formats (including the .odella file format and schema), documentation, know-how, business processes, inventions, trademarks, and other materials created, owned, licensed, or controlled by Odella, together with all improvements, modifications, derivatives, and feedback related to any of them. Odella IP does not include Customer Data.

(c) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

(d) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person's rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover, extract, copy, or reconstruct the source code, schemas, export formats, underlying components, models, algorithms, prompts, systems, or architecture of the Services, except to the extent such restrictions are contrary to applicable law; (iii) use output from the Services to develop models, products, or services that compete with Odella; (iv) except as permitted through the API or export features, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) deceptively represent that output from the Services was human-generated; (vi) remove or obscure proprietary notices; (vii) buy, sell, or transfer API keys without our prior consent; (viii) send us personal information relating to a person under 18 unless you have a lawful basis, all required authority and consents, and appropriate safeguards; or (ix) use the Services for unlawful, fraudulent, deceptive, abusive, dangerous, or harmful activity, including distributing malware, attempting unauthorized access, facilitating exploitation or unlawful discrimination, evading safety controls, or creating a material risk of physical or financial harm. You will comply with applicable rate limits, safety requirements, and other technical requirements in our documentation. You may use Services only in geographies currently supported by Odella.

(e) Third Party Services and Model Providers. Third party software, services, artificial intelligence models, APIs, or other products that you independently contract for or expressly select and enable through the Services may be subject to their own terms, privacy policies, and data handling practices. You are responsible for reviewing those terms where they are presented to you and for your instructions to the third party. Providers contracted by Odella to process Customer Personal Data on our behalf are governed by our Data Processing Addendum and Subprocessor obligations. We remain responsible for our own Services and processing, but are not responsible for an independent third party's products or acts outside our reasonable control.

3. Customer Data, Operational Data, Content, and Exports

(a) Customer Data. "Customer Data" means the files, documents, text, images, records, datasets, templates, workflows, process descriptions, instructions, trade secrets, and other materials that you or your authorized users upload, enter, import, submit, or otherwise intentionally supply to the Services by or on behalf of your account. Customer Data includes customer-supplied workflow data and process information, including templates, workflows, and processes you classify or treat as confidential information or trade secrets. Customer Data does not include Odella IP, Operational Data, Account Information, Technical Information, Usage Data, system metadata, aggregated or de-identified information, Output except to the extent it reproduces or contains Customer Data, information obtained by Odella from public or third party sources, or contacts, enrichment data, benchmark data, or other records generated, licensed, or supplied by Odella unless you uploaded, entered, or imported that information as Customer Data.

(b) Input, Output, and Content. You may provide input to the Services ("Input") and receive output generated and returned by the Services based on the Input ("Output"). Input and Output are collectively "Content." Input is Customer Data only to the extent it is supplied by you or your authorized users as described in Section 3(a). Output is not Customer Data except to the extent it reproduces or contains Customer Data.

(c) Operational Data and AI Agent Traces. "Operational Data" means data, logs, telemetry, metadata, analytics, measurements, diagnostics, and records generated by or about the operation, performance, security, reliability, configuration, use, and improvement of the Services. Operational Data includes AI agent traces and similar execution records, such as tool calls, tool results metadata, routing decisions, model selections, latency, error logs, success and failure signals, evaluation scores, state transitions, workflow run metadata, security events, and other machine-generated records of how the Services operate (collectively, "AI Agent Traces"). Operational Data is Odella IP. Operational Data does not include Customer Data. To the extent an AI Agent Trace or other Operational Data contains Customer Data, that Customer Data remains Customer Data and will be handled as Customer Data under these Terms.

(d) Ownership of Customer Data and Output. As between the parties and to the extent permitted by applicable law, you own all Customer Data. Subject to your compliance with these Terms, Odella hereby assigns to you all its right, title, and interest in and to Output. This means you can use Customer Data and Output for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. You are responsible for Customer Data and Output, including for ensuring that they do not violate any applicable law, third party rights, or these Terms. You grant Odella a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, perform, transform, and otherwise use Customer Data and Output as necessary to provide, maintain, secure, support, and improve the Services, comply with law, and enforce these Terms.

(e) Odella Ownership and Platform Protection. Odella retains all rights, title, and interest in and to Odella IP and Operational Data. No rights are granted to you in Odella IP except for the limited right to use the Services under these Terms. Without limiting the foregoing, Odella owns the .odella file format, schemas, validators, import/export logic, platform workflow framework, workflow builder, templates supplied by Odella, source code, APIs, technical structures, model orchestration, evaluation systems, and operational performance data used by the Services. Your ownership of Customer Data or Output does not give you ownership of any Odella IP or Operational Data that stores, organizes, validates, processes, displays, generates, evaluates, or exports that data.

(f) Workflow Data, Templates, and Trade Secrets. Customer-supplied templates, workflows, processes, instructions, and related business information remain your Customer Data. We will not make Customer Data available to other customers, publish Customer Data, or use Customer Data in templates made available to other customers, except where you expressly direct or consent to that sharing, where permitted by these Terms, where required by law, or where necessary to provide, secure, or support the Services. Odella-owned workflow builders, Odella-supplied templates, workflow framework logic, schemas, operational patterns, product features, and platform processes remain Odella IP.

(g) Exports. The Services may allow you to export an AI Employee, workflow, or other data package as a .odella file or another supported export. Your rights in any export are limited to the Customer Data and Output contained in that export. The .odella schema, file structure, format, validators, and related import/export technology are Odella IP and are licensed, not sold, solely as necessary for you to use the export in accordance with these Terms.

(h) Service Improvement. We may use Customer Data, Content, and Operational Data, including AI Agent Traces, to provide, maintain, secure, debug, audit, bill for, support, evaluate, test, develop, and improve the Services. When we process Customer Personal Data solely to provide, secure, support, or improve the Services for you under your documented instructions, we act as your Processor or Subprocessor under the Data Processing Addendum. When we use Personal Information for product-wide analytics or generalized improvements for our own purposes, we act as an independent Controller and rely on an applicable legal basis described in our Privacy Policy. Service improvement may include improving model routing, tool selection, workflow reliability, latency, safety systems, evaluations, product features, and AI Employee performance. This Section 3(h) is separate from Large Language Model training under Section 3(i). Your decision not to opt in to Large Language Model training does not prevent processing permitted under this Section 3(h), but it does not limit any non-waivable privacy right to object to or restrict independent-Controller processing.

(i) Large Language Model Training and Opt-In. "Large Language Model" or "LLM" means an artificial intelligence model trained on large datasets to understand, generate, or otherwise process language or other content and, for purposes of this Section, includes multimodal, generative, and other general-purpose artificial intelligence models. We will not use Customer Data, Content, AI Agent Traces, or materially similar operational execution traces to train or fine-tune LLMs developed by or on behalf of Odella unless an authorized organization owner expressly opts in through an available organization or account setting or another written mechanism we provide.

An authorized organization owner may withdraw the opt-in prospectively through an available setting or by submitting a request to dsar@odella.ai. After withdrawal is applied, we will stop using Customer Data, Content, AI Agent Traces, and materially similar operational execution traces from the account for future LLM training or fine-tuning. Withdrawal does not require deletion or reversal of aggregated or de-identified information, model weights, evaluations, derived learnings, or other improvements created while the opt-in was active. A decision not to opt in, or a later withdrawal, does not limit processing necessary for Service improvement under Section 3(h), to provide or administer the Services, comply with law, or enforce our policies.

(j) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Odella or a third party. For example, you may provide input to a model such as "What color is the sky?" and receive output such as "The sky is blue." Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Customer Data or Output.

(k) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.

4. Fees, Credits, and Payments

(a) Fees and Usage-Based Charges. You will pay all fees and usage-based charges incurred through your account (collectively, "Fees") according to the rates and terms shown on the applicable pricing page, order form, checkout page, or in-product billing interface, or as otherwise agreed between us in writing. Current AI Employee active working time and runtime pricing is available on our pricing page. Current model allowance and overage pricing is available in Account — Models, and current phone number and telecommunications pricing is available in Account — Numbers. In-account pricing may require you to sign in. Fees may include recurring charges, one-time charges, prepaid Credit purchases, and charges based on your use of particular Services. You are responsible for Fees incurred by your authorized users and through the configurations, schedules, integrations, and features enabled on your account.

(b) Credits. We may require or allow you to purchase, receive, or use prepaid, subscription, trial, promotional, or other usage credits (collectively, "Credits"). Credits are a limited contractual right to use eligible Services; they are not legal tender, electronic money, a deposit account, or a stored-value account. You authorize us to deduct Credits from your account as eligible usage occurs. Credits may be consumed by charges for:

• AI Employee active working time, including runtime or execution charges;
• artificial intelligence model usage, which may include input, output, cached, reasoning, image, audio, or other usage measured by the relevant model provider;
• phone-plan and telecommunications usage, including phone numbers, SMS, MMS, call minutes, recordings, transcription, carrier, registration, and related charges;
• third party tools, APIs, integrations, data, storage, or other metered resources used through the Services; and
• any other product, service, or feature that we later make available and identify as Credit-eligible on an applicable pricing page or in the product interface.

The amount of Credits consumed may vary based on the feature used, duration, volume, selected model or provider, destination, carrier, region, resource size, third party cost, and other usage factors disclosed in the applicable pricing or product interface.

(c) Usage Measurement and Controls. Our usage records are evidence of Credit consumption and Fees but may be challenged through the dispute process in Section 4(h), including in cases of error or unauthorized usage not caused by your failure to secure your account. Usage shown in the Services may be delayed or estimated. Budgets and alerts are informational. Where we expressly describe a control as a hard spending limit, we will use commercially reasonable measures to stop new chargeable usage at that limit, although in-flight, delayed, telecommunications, or third party usage may post afterward. If your Credits are exhausted, we may pause or limit affected Services. We will charge for continued usage, apply automatic top-ups, or create a negative Credit balance only where you have separately enabled or agreed to that billing arrangement.

(d) Credit Restrictions and Expiration. Credits have no cash value, are non-transferable, may be used only with the account for which they were issued, and cannot be sold or exchanged. Promotional, trial, or free Credits may expire or be revoked as stated in the applicable offer. Purchased Credits expire only if an expiration period was clearly disclosed when you purchased them or if required by law. Unless required by law or expressly stated otherwise at the time of purchase, Credits are not redeemable for cash. If your account closes, we will refund the amount paid for unexpired, unused purchased Credits, unless closure results from fraud, unlawful conduct, or a material breach that caused us loss, in which case we may offset our documented loss to the extent permitted by law. Promotional, trial, bonus, or free Credits are not refundable. Nothing in this Section limits any refund, cancellation, or other right that cannot lawfully be excluded.

(e) Billing and Payment Authorization. You must provide complete and accurate billing information and a valid, authorized payment method. You authorize Odella, its affiliates, and our third party payment processors to charge your payment method for Fees, including recurring Fees and any automatic top-ups or overages you have enabled. We may change a billing date on reasonable notice. If payment cannot be completed, we may notify you and suspend or limit the Services until payment is received. Unless the applicable pricing page, checkout page, order form, or written agreement states otherwise, Fees are charged in U.S. dollars and are due when incurred or upon invoice issuance. We may correct a genuine pricing or billing error, but will not do so in a way that limits rights you have under applicable law.

(f) Taxes. Unless otherwise stated, Fees do not include applicable taxes, duties, levies, or similar assessments, including GST, VAT, sales, use, or withholding taxes ("Taxes"). You are responsible for Taxes associated with your purchase, excluding taxes based on our net income. Where required, we may collect or invoice Taxes. You must keep your account name, address, tax status, and related information accurate and up to date.

(g) Price and Credit-Rate Changes. We may change prices and the rates at which Credits are consumed by giving notice through your account, the Services, and/or our website. Increases will take effect no sooner than 30 days after notice, except where an immediate change is reasonably required by law or by a telecommunications carrier or third party provider and advance notice is not reasonably practicable, in which case we will give notice as soon as reasonably practicable. Rates for a new feature may apply when that feature is first made available. Changes apply only to usage occurring and Fees incurred after the change takes effect. If you do not agree to a change, you may stop using the affected paid Services before it takes effect.

(h) Disputes and Late Payments. If you want to dispute any Fees, Credit deductions, or Taxes, please contact support@odella.ai within thirty (30) days after the charge, deduction, or invoice. This notice period does not limit rights that cannot lawfully be excluded. Undisputed overdue amounts may accrue a finance charge of 1.5% per month or the maximum lawful rate, whichever is lower. We may suspend access to paid Services after providing notice of late payment.

(i) Free and Promotional Usage. You may not create multiple accounts to obtain free, trial, or promotional Credits or otherwise circumvent eligibility or usage limits. If we reasonably believe that you have abused an offer, we may revoke the applicable Credits, charge standard Fees for the relevant usage where the offer terms permitted us to do so, or suspend access to the Services.

5. Confidentiality, Security and Data Protection

(a) Mutual Confidentiality. "Confidential Information" means nonpublic information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated confidential or should reasonably be understood as confidential, including Customer Data, security information, product plans, software, specifications, business information, and nonpublic commercial terms. The Receiving Party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, protect it using at least reasonable care and no less care than it uses for its own similar information, and disclose it only to personnel, affiliates, professional advisers, and service providers who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes public through no breach of these Terms; (ii) was lawfully known without restriction before receipt; (iii) is received lawfully from a third party without confidentiality obligations; or (iv) is independently developed without using the Confidential Information. A Receiving Party may disclose Confidential Information when legally required if, where permitted, it gives prompt notice and reasonable assistance to limit or challenge the disclosure. These confidentiality obligations continue while the information remains confidential; obligations for trade secrets continue for as long as they qualify as trade secrets.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Odella and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If you use the Services to process personal data or Personal Information, you must provide legally adequate privacy notices, obtain all necessary rights and consents, maintain a lawful basis for processing, and comply with all applicable privacy, data protection, marketing, and consumer protection laws, including where applicable the Privacy Act 1988 (Cth), the Australian Privacy Principles, the California Consumer Privacy Act as amended by the California Privacy Rights Act, other applicable U.S. state privacy laws, and the GDPR. If required by applicable law or requested by Odella, you will enter into Odella's Data Processing Addendum or other applicable data protection terms before using the Services to process regulated personal data or Personal Information.

(d) Data Residency. Organization accounts may allow an administrator to configure a data residency region. If an organization account is configured for Australia data residency, we will process Personal Information, Customer Data, and Operational Data associated with that organization account in accordance with the Australia data residency language in our Privacy Policy. Unless an organization account is configured for Australia data residency, personal accounts and organization accounts may be processed in the United States and other locations where we or our service providers operate. Data residency settings do not prevent transfers or access required for support, security, incident response, billing, abuse prevention, legal compliance, or other Services functions, or resulting from third party integrations, APIs, or model providers selected or configured by you.

6. SMS, MMS, and Voice Communications

(a) Phone-Based Features and Service Communications. The Services may allow or require phone-based communications, including SMS, MMS, and voice calls, using phone numbers associated with your account, organization, users, or team members. We may send or facilitate operational, transactional, administrative, onboarding, security, support, workflow, notification, and internal team communications related to the Services.

(b) Consent. By providing a phone number to Odella, enabling phone-based features, participating in an organization account that uses phone-based features, or otherwise agreeing to receive phone-based communications, you consent to receive SMS, MMS, and voice communications from or on behalf of Odella for the purposes described in these Terms. If you provide phone numbers for other users, personnel, contractors, team members, or other individuals, you represent and warrant that you have all rights, authority, notices, and consents required to provide those numbers to us and to allow Odella to send or facilitate the relevant communications.

(c) Message Frequency, Rates, and Availability. Message frequency varies based on your use of the Services, your account settings, and the features enabled by you or your organization. Message and data rates may apply. SMS, MMS, and voice communications may not be available through all carriers, in all countries, or on all devices. Delivery is not guaranteed.

(d) STOP and HELP. You may opt out of SMS/MMS messages at any time by replying STOP to a message from us. After you reply STOP, we may send a confirmation message and will stop sending further SMS/MMS messages to that phone number, except where permitted by law. You may reply HELP for help or contact us at support@odella.ai. Opting out of phone-based communications may limit or disable certain Services features.

(e) Customer-Initiated Communications. If you use the Services to send, initiate, or facilitate SMS, MMS, or voice communications to any person, you are responsible for obtaining and maintaining all legally required consents, providing all legally required notices, honoring opt-outs, maintaining suppression lists, and complying with all applicable telecommunications, messaging, telemarketing, privacy, consumer protection, and marketing laws and industry requirements. These may include, where applicable, the U.S. Telephone Consumer Protection Act, CTIA guidelines, carrier A2P/10DLC requirements, state telemarketing laws, the Australian Spam Act 2003, the Australian Do Not Call Register Act 2006, and related rules, standards, and codes.

(f) Marketing and Call Recording. Consent to operational or transactional communications under this Section is not consent to receive marketing. Marketing messages or calls require any separate consent mandated by applicable law. If a call may be monitored, recorded, or transcribed, the party using the feature is responsible for giving required notices and obtaining required consent from every participant before recording or transcription begins.

(g) Customer Compliance Records. If you use the Services to contact other people, you must maintain records reasonably sufficient to demonstrate consent, lawful basis, opt-outs, and compliance with applicable calling hours, identification, registration, and suppression-list requirements. You must provide relevant records to us on reasonable request where necessary to investigate a complaint or meet a legal or carrier requirement.

(h) Prohibited Messaging. You may not use the Services to send or facilitate unlawful, unsolicited, deceptive, fraudulent, harassing, abusive, or high-risk SMS, MMS, or voice communications, or to contact individuals who have opted out or withdrawn consent. You may not use purchased, rented, scraped, or unlawfully obtained contact lists with the Services. You may not use phone-based features to contact emergency services or operate a safety-critical service unless we expressly state in writing that the applicable feature supports that use. We may suspend or disable phone-based features if we reasonably believe your use violates these Terms, carrier requirements, or applicable law.

7. Term and Termination

(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days' advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 6 (SMS, MMS, and Voice Communications), or 10 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

(b) Effect on Termination. Upon termination, you will stop using the Services. Unless we suspend or terminate for fraud, unlawful conduct, an urgent security risk, or a material breach that makes continued access unsafe, we will make Customer Data export functionality available for at least 30 days after termination where reasonably practicable. We will delete Customer Data from active systems within 30 days after account deletion or a valid deletion request, except where retention is required by law or reasonably necessary for security, fraud prevention, or dispute resolution. Customer Data in backups will remain protected, isolated from ordinary use, and deleted through our standard backup-expiry cycle. Sections that by their nature should survive include Sections 3, 4, 5, 8, 9, and 10.

8. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Customer Indemnity. To the extent permitted by law, you will defend, indemnify, and hold harmless Odella, our affiliates, licensors, service providers, and personnel from and against third party claims, losses, liabilities, damages, judgments, penalties, and reasonable expenses (including attorneys' fees) arising from or relating to your Customer Data or Content, products or services you develop or offer using the Services, your use of the Services in breach of these Terms, or your violation of applicable law or third party rights. This indemnity does not apply to the extent a claim was caused by our negligence, wilful misconduct, or breach of these Terms. You may not settle a claim in a manner that admits fault by, imposes liability on, or requires action from an indemnified party without our prior written consent.

(b) Disclaimer. THE SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODELLA, OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND PERSONNEL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE DATA PROCESSING ADDENDUM WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OR THEORY OF LIABILITY and do not limit your payment obligations or indemnity obligations. Nothing in this Section limits liability that cannot lawfully be excluded or limited.

(d) Non-Excludable Rights. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, remedy, or liability that cannot lawfully be excluded, restricted, or modified, including under the Australian Consumer Law. Where liability for breach of a statutory guarantee can lawfully be limited, our liability is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again.

9. Dispute Resolution

(a) Informal Dispute Resolution. We would like to understand and try to address concerns before formal legal action. Before filing a claim relating to these Terms or the Services, each party agrees to send the other a written notice describing the dispute and requested relief. Notices to Odella must be sent to legal@odella.ai. If the dispute is not resolved within 30 days after notice, either party may commence formal proceedings. A limitation period is suspended during that 30-day period to the extent permitted by law.

(b) Urgent and Non-Excludable Rights. Nothing in this Section prevents either party from seeking urgent interlocutory or injunctive relief, making a complaint to a regulator, or exercising a right or remedy that cannot lawfully be excluded or delayed.

(c) Court Proceedings. Subject to Section 9(b), disputes will be determined by the courts identified in Section 10(l). The parties do not agree to mandatory arbitration or waive any right to participate in a class, representative, or group proceeding where such a right is available under applicable law.

10. General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Odella or any of Odella's affiliates. Odella and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

(b) Use of Brands. You may not use Odella's or any of its affiliates' names, logos, or trademarks, without our prior written consent.

(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

(d) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send a notice containing the information below to legal@odella.ai or to the postal address below. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the allegedly infringing material is located on the site;
• Your address, telephone number, and email address;
• A statement that you have a good-faith belief that the disputed use is not authorized by the rights holder, its agent, or the law; and
• A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder's behalf.

(e) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(f) Modifications. We may amend these Terms from time to time by posting a revised version on our website. If an update materially adversely affects your rights or obligations, we will provide at least 30 days' advance notice by email or an in-product notification. Non-material changes take effect when posted. Where applicable law requires affirmative consent to a change, we will request it. Your continued use of the Services after a change takes effect constitutes acceptance to the extent permitted by law. Price and Credit-rate changes are also governed by Section 4(g).

(g) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Odella accepts service of process at this address: LAIW PTY LTD, 70 Acanthus Avenue, Burleigh Waters, QLD 4220, Attn: legal@odella.ai.

(h) Waiver and Severability. If you do not comply with these Terms, and Odella does not take action right away, this does not mean Odella is giving up any of our rights. Except as provided in Section 9, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(i) Export Controls and Sanctions. You must comply with applicable Australian, United States, United Nations, European Union, United Kingdom, and other applicable sanctions, export-control, and trade laws. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the "Embargoed Countries") or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, "Restricted Party Lists"). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(j) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Odella and its affiliates, and Odella shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(k) Entire Agreement. These Terms, the policies expressly linked in them, and any applicable order form or other written agreement contain the entire agreement between you and Odella regarding the Services and supersede prior or contemporaneous agreements, communications, or understandings on that subject.

(l) Jurisdiction, Venue and Choice of Law. These Terms are governed by the laws of Queensland, Australia, without regard to conflict-of-law principles. Subject to any non-excludable right to bring a proceeding elsewhere, each party submits to the jurisdiction of the courts of Queensland and the Commonwealth courts having jurisdiction in Queensland.

Changelog

• 2026-05-15: Added SMS, MMS, and voice communications terms.
• 2025-01-02: Initial release