Terms of Service — Vertile AI Pty Ltd

Effective date: 1 July 2025
Company: Vertile AI Pty Ltd (ABN 11 688 480 499)
Website: https://vertile.ai
Location: South Australia, Australia

Thank you for using Vertile. Please read these Terms of Service carefully before accessing or using our Services.

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree, you must not access or use the Services.

1. Definitions

In these Terms:

  • Account means the account you create to access the Services.
  • Content means any text, code, files, images, prompts, inputs, outputs, messages, or other content submitted to, generated by, or displayed through the Services.
  • Customer Data means Content you (or your organisation) submit to the Services and the resulting outputs, including software code and project assets generated through the Services.
  • Documentation means any technical documentation we make available for the Services.
  • Fees means subscription fees, usage-based fees, and any other fees payable for the Services.
  • Services means Vertile’s website, applications, software, AI agent features, APIs, and related services (including any paid plans and beta features).
  • Vertile, we, us, our means Vertile AI Pty Ltd.
  • You, your, User means the individual or entity accessing or using the Services, and (if applicable) the organisation on whose behalf that individual is acting.

2. Eligibility and authority

  • Age. You must be at least 18 years old to use the Services.
  • Authority. If you use the Services on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms.

3. Accounts and security

You agree to:

  • provide accurate and current information when creating an Account;
  • keep your login credentials secure and confidential; and
  • notify us promptly if you suspect unauthorised access to your Account.

You are responsible for all activity that occurs under your Account.

4. The Services (vibe coding and AI)

The Services enable you to use an AI agent to help generate, modify, and produce software projects and related assets. Outputs may be inaccurate, incomplete, insecure, or unsuitable for your intended use.

You are responsible for:

  • reviewing and testing outputs before deploying or relying on them;
  • ensuring outputs comply with applicable laws, licences, and third‑party terms; and
  • maintaining appropriate security practices (including secret management, access controls, and dependency review).

5. Acceptable use

You must not access or use the Services:

  • in any way that violates applicable law or infringes another person’s rights;
  • to generate, transmit, or store malicious code, malware, exploits, or instructions intended to cause harm;
  • to attempt to gain unauthorised access to systems, accounts, or data (including ours or third parties’);
  • to reverse engineer, decompile, or attempt to extract source code or underlying models from the Services except to the extent permitted by law;
  • to scrape, crawl, or bulk download the Services in a way that materially impairs the Services or circumvents restrictions;
  • to upload or transmit content that is unlawful, harassing, hateful, discriminatory, or otherwise abusive;
  • to send spam or unsolicited communications; or
  • to interfere with, disrupt, or degrade the integrity or performance of the Services.

We may monitor for abuse and may suspend or terminate Accounts that violate these Terms.

6. Sensitive data and regulated data

Unless we have agreed otherwise in writing, you must not use the Services to collect, store, process, or transmit:

  • payment card data subject to PCI DSS;
  • government identifiers (for example, passport numbers) except where strictly necessary and appropriately secured;
  • health information regulated under health privacy laws; or
  • any other highly sensitive personal information where unauthorised disclosure would create a material risk of harm,

and you must not submit secrets (for example, API keys or passwords) into prompts or project files unless you control access and understand the risks.

7. Customer Data, ownership, and licences

7.1 Your Customer Data

As between you and Vertile, you retain your rights in Customer Data.

7.2 Licence to operate the Services

You grant Vertile a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, and display Customer Data solely to provide, secure, and maintain the Services, including to:

  • run jobs and workflows you initiate;
  • generate outputs you request;
  • prevent or address technical issues, abuse, or security incidents; and
  • provide support at your request.

7.3 Feedback

If you provide suggestions or feedback, you grant Vertile a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate it into the Services without restriction.

8. Intellectual property

Vertile and its licensors own all rights in and to the Services (excluding Customer Data), including our software, models, designs, trademarks, and Documentation. Except as expressly permitted by these Terms, you must not copy, modify, distribute, sell, or lease any part of the Services.

9. Third-party services and open-source software

The Services may integrate with, link to, or depend on third-party services and open-source software. Third-party services are governed by their own terms and privacy policies, and we are not responsible for them.

You are responsible for:

  • complying with third-party terms; and
  • reviewing any licences that apply to dependencies or code included in your projects.

10. Fees, billing, and refunds

10.1 Plans and billing

If you subscribe to a paid plan, you agree to pay the Fees displayed to you (or agreed in writing). Fees may include usage-based charges. We may use third‑party payment processors.

10.2 Renewal and cancellation

Subscriptions typically renew automatically unless you cancel before the end of the current billing period. You can cancel through the account/billing settings (where available). Cancellation takes effect at the end of the billing period unless otherwise stated.

10.3 Refunds

Fees are non-refundable, except where required by law (including the Australian Consumer Law).

11. Service availability, changes, and beta features

We may change, suspend, or discontinue any part of the Services at any time. We will try to provide reasonable notice of material changes where practical.

Beta or preview features may be offered “as is” and may be modified or removed at any time.

12. Privacy

Our collection and handling of personal information is described in our Privacy Policy, which forms part of these Terms.

13. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available”. We do not warrant that the Services will be uninterrupted, error-free, or that outputs will be accurate, secure, or fit for a particular purpose.

AI-generated outputs may include errors and may not reflect current laws, best practices, or security standards.

14. Limitation of liability

To the maximum extent permitted by law:

  • Vertile will not be liable for any indirect, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, arising from or related to your use of the Services.
  • Vertile’s total aggregate liability arising out of or relating to the Services or these Terms is limited to the greater of: (a) the Fees you paid to Vertile for the Services in the 12 months immediately before the event giving rise to the claim; and (b) AUD $100.

Nothing in these Terms limits any rights you may have that cannot be excluded under the Australian Consumer Law.

15. Indemnity

You agree to indemnify and hold harmless Vertile from and against claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from:

  • your use of the Services;
  • your Customer Data (including claims that your Customer Data infringes third-party rights); or
  • your breach of these Terms,

except to the extent caused by Vertile’s breach of these Terms or negligence.

16. Suspension and termination

You may stop using the Services at any time. We may suspend or terminate your access if we reasonably believe:

  • you have breached these Terms;
  • your use poses a security risk or could harm the Services or other users; or
  • we are required to do so by law.

17. Governing law and venue

These Terms are governed by the laws of South Australia and the Commonwealth of Australia. You submit to the non-exclusive jurisdiction of the courts of South Australia.

18. Miscellaneous

  • Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms as part of a corporate restructure, merger, acquisition, or sale of assets.
  • Severability. If any part of these Terms is held invalid, the remaining parts remain in effect.
  • No waiver. A failure to enforce a provision is not a waiver.
  • Entire agreement. These Terms and the Privacy Policy are the entire agreement regarding the Services, unless we’ve agreed otherwise in writing.

19. Contact

Vertile AI Pty Ltd
ABN 11 688 480 499
Email: info@vertile.ai
Website: https://vertile.ai