Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Noice Pty Ltd (ACN 634 536 360) ("Noice," "we," "us," or "our") regarding your use of the Migration Accelerator service ("Service").

By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these Terms, you may not access or use the Service.

These Terms apply to all visitors, users, and others who access or use the Service.

2. Service Description

Migration Accelerator is a Software-as-a-Service (SaaS) platform that helps organizations migrate content from various Content Management Systems (CMS) to Magnolia CMS using artificial intelligence, automation tools, and content mapping capabilities.

2.1 Key Features

• AI-powered content analysis and mapping
• Automated content migration from multiple CMS platforms
• Template and component configuration tools
• Screenshot capture and visual analysis
• Migration progress tracking and reporting
• Team collaboration and organization management
• Integration with Magnolia CMS and other platforms

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

3. Account Registration and Security

3.1 Account Creation

To use our Service, you must create an account by providing accurate, complete, and current information. You may register using email and password or through OAuth providers (Google, GitHub).

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breaches
• Ensuring your account information remains accurate and up-to-date

3.3 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. By creating an account, you represent and warrant that you meet these requirements.

3.4 Organizational Accounts

If you create an account on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms.

4.2 Prohibited Activities

You agree not to:

• Use the Service for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Upload, transmit, or distribute malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers hosting the Service
• Reverse engineer, decompile, or attempt to extract source code from the Service
• Use the Service to infringe upon intellectual property rights of others
• Engage in data mining, scraping, or automated data collection without permission
• Upload content that violates copyright, trademark, or other intellectual property laws
• Share your account credentials with unauthorized third parties
• Exceed reasonable usage limits or attempt to overload our systems

4.3 Content Restrictions

Content you upload or process through the Service must not contain:

• Illegal, harmful, or offensive material
• Personal data of individuals without proper authorization
• Confidential information you're not authorized to share
• Content that violates third-party intellectual property rights
• Malware, viruses, or other malicious code

4.4 Enforcement

We reserve the right to investigate violations of these Terms and take appropriate action, including but not limited to suspending or terminating your account and reporting illegal activities to law enforcement.

5. User Content and Data

5.1 Your Content

You retain all rights, title, and interest in and to any content, data, files, and information that you upload, submit, or otherwise make available through the Service ("User Content").

5.2 License to Use Your Content

By uploading User Content to the Service, you grant us a limited, non-exclusive, non-transferable, royalty-free license to use, store, display, reproduce, and distribute your User Content solely to provide the Service to you. This license terminates when you delete your content or terminate your account.

5.3 Content Responsibility

You are solely responsible for your User Content and the consequences of posting or uploading it. You represent and warrant that:

• You own or have the necessary rights to use and authorize use of your User Content
• Your User Content does not infringe the rights of any third party
• You have obtained all necessary permissions and consents for processing personal data
• Your User Content complies with applicable laws and these Terms

5.4 Data Processing

We process your User Content to provide migration services, including AI analysis, content mapping, and transformation. Our data processing practices are described in our Privacy Policy.

5.5 Data Backup and Recovery

While we implement backup procedures, you are responsible for maintaining your own backups of important data. We are not responsible for data loss except as required by applicable law.

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including its design, functionality, source code, algorithms, and all related intellectual property rights, are owned by Noice or our licensors. This includes but is not limited to trademarks, copyrights, trade secrets, and patents.

6.2 Limited License to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your intended business purposes.

6.3 Third-Party Content

The Service may include content, components, or libraries from third parties. Such content remains the property of its respective owners and may be subject to separate license terms.

6.4 Feedback

Any feedback, suggestions, or improvements you provide regarding the Service may be used by us without restriction or compensation to you.

7. Service Availability and Performance

7.1 Service Availability

We strive to maintain high service availability but cannot guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

7.2 Performance Standards

While we aim to provide reliable performance, service levels may vary based on factors including network conditions, content complexity, and system load. We do not guarantee specific response times or processing speeds.

7.3 Usage Limits

Your use of the Service may be subject to usage limits based on your subscription plan, including but not limited to:

• Number of sites or projects
• Amount of content processed
• Number of AI analysis requests
• Storage capacity
• API request limits

7.4 Maintenance and Updates

We may perform scheduled maintenance and deploy updates that temporarily affect service availability. We will provide reasonable notice for planned maintenance when possible.

8. Payments and Billing

8.1 Subscription Fees

Access to the Service requires payment of subscription fees as specified in your chosen plan. Fees are charged in advance on a recurring basis (monthly or annually) unless otherwise agreed.

8.2 Payment Methods

We accept major credit cards and other payment methods as displayed during checkout. You authorize us to charge your chosen payment method for all fees incurred under your account.

8.3 Billing and Invoicing

• Subscription fees are billed in advance for each billing period
• Additional usage charges may apply for overages beyond plan limits
• All fees are non-refundable except as expressly stated in these Terms
• Invoices are provided electronically and payment is due immediately

8.4 Price Changes

We may change our pricing with 30 days' written notice. Price changes will apply to your next billing cycle after the notice period.

8.5 Overdue Payments

If payment is overdue, we may:

• Suspend your access to the Service
• Charge reasonable late fees
• Terminate your account after reasonable notice
• Pursue collection of overdue amounts

8.6 Taxes

You are responsible for all applicable taxes, duties, and governmental fees. If we are required to collect or pay taxes, these may be invoiced to you separately.

9. AI Services and Accuracy Disclaimer

9.1 AI-Powered Features

Our Service uses artificial intelligence to analyze content, suggest mappings, and automate migration processes. AI-generated results are provided as suggestions and recommendations only.

9.2 Accuracy Disclaimer

IMPORTANT: AI analysis and suggestions are not guaranteed to be accurate, complete, or suitable for your specific needs. You must review, verify, and approve all AI-generated content mappings before executing migrations.

9.3 User Responsibility

You acknowledge and agree that:

• AI suggestions require human review and approval
• You are responsible for verifying the accuracy of migration results
• We are not liable for errors or omissions in AI-generated content
• Final migration decisions and execution are your responsibility
• You should test migrations thoroughly before production deployment

9.4 Continuous Improvement

We continuously work to improve our AI algorithms, but perfection cannot be guaranteed. AI performance may vary based on content type, complexity, and source system characteristics.

10. Third-Party Services and Integrations

10.1 Third-Party Dependencies

Our Service integrates with various third-party services and platforms, including:

• Content Management Systems (Magnolia, AEM, WordPress, Drupal, etc.)
• Cloud services (Amazon Web Services)
• AI and machine learning services (OpenAI, OpenRouter)
• Authentication providers (Google, GitHub)
• Communication services (email providers, Mailchimp)

10.2 Third-Party Terms

Your use of third-party services through our platform is subject to the respective third party's terms of service and privacy policies. We are not responsible for third-party service terms or performance.

10.3 Service Availability

Our Service's functionality may be affected by third-party service availability, performance, or changes. We are not liable for disruptions caused by third-party services.

10.4 Data Sharing

When you authorize integrations with third-party services, certain data may be shared with those services as necessary to provide the migration functionality. Please review our Privacy Policy for details about data sharing practices.

11. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

11.1 Data Processing Agreement

Where we process personal data on your behalf (as a data processor), our data processing practices are governed by our Privacy Policy and applicable data protection laws including GDPR and Australian Privacy Principles.

11.2 Your Obligations

You agree to:

• Only upload content you have rights to process and migrate
• Obtain necessary consents for processing personal data
• Comply with applicable data protection laws
• Notify us of any data protection concerns or breaches

11.3 Security

We implement appropriate technical and organizational measures to protect your data, as described in our Privacy Policy.

12. Term and Termination

12.1 Term

These Terms begin when you first access the Service and continue until terminated in accordance with this section.

12.2 Termination by You

You may terminate your account and these Terms at any time by discontinuing use of the Service and requesting account deletion. You remain responsible for all charges incurred before termination.

12.3 Termination by Us

We may terminate your account and these Terms:

• Immediately for material breach of these Terms
• Immediately for illegal or harmful activities
• With 30 days' notice for convenience
• Immediately for non-payment after reasonable notice

12.4 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• We will provide reasonable opportunity to export your data
• We may delete your data after a reasonable retention period
• Accrued obligations and liabilities remain in effect
• Provisions intended to survive termination will continue

12.5 Survival

The following sections survive termination: User Content and Data, Intellectual Property, Payments and Billing (for unpaid amounts), Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

13. Warranties and Disclaimers

13.1 Limited Warranty

We warrant that the Service will perform materially in accordance with its documentation under normal use conditions. This warranty is subject to proper use of the Service and does not cover issues caused by misuse, modifications, or third-party services.

13.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE
• WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF AI-GENERATED CONTENT
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS

13.3 AI Services Disclaimer

AI-POWERED FEATURES ARE PROVIDED FOR CONVENIENCE ONLY. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF AI-GENERATED CONTENT OR SUGGESTIONS.

14. Limitation of Liability

14.1 LIMITATION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOICE BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, DATA, USE, OR OTHER INTANGIBLE LOSSES
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• DAMAGES RESULTING FROM THIRD-PARTY SERVICES OR INTEGRATIONS
• DAMAGES ARISING FROM AI-GENERATED CONTENT OR MIGRATION ERRORS

14.2 MAXIMUM LIABILITY

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM.

14.3 Essential Purpose

The limitations and exclusions in this section apply even if any limited remedy fails of its essential purpose.

14.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

15. Indemnification

You agree to defend, indemnify, and hold harmless Noice, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• Your breach of these Terms
• Your use of the Service in violation of applicable laws
• Your User Content or data processing activities
• Infringement of third-party intellectual property rights
• Your negligence or willful misconduct
• Claims by third parties related to your use of the Service

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal dispute resolution, we encourage you to contact us at legal@noice.net.auto seek informal resolution of any dispute.

16.2 Mediation

If informal resolution is unsuccessful, disputes shall first be submitted to mediation under the rules of the Australian Centre for International Commercial Arbitration (ACICA) or another mutually agreed mediation service.

16.3 Arbitration

If mediation fails, disputes shall be resolved through binding arbitration administered by ACICA under its arbitration rules. The arbitration shall be conducted in Melbourne, Australia, in the English language.

16.4 Exceptions

The following disputes are exempt from arbitration: (i) intellectual property infringement claims, (ii) claims for injunctive relief, and (iii) small claims court matters within jurisdictional limits.

17. Governing Law and Jurisdiction

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to conflict of law principles.

17.2 Jurisdiction

For disputes not subject to arbitration, you consent to the exclusive jurisdiction of the courts of Victoria, Australia.

17.3 International Users

If you are accessing the Service from outside Australia, you do so at your own initiative and are responsible for compliance with local laws.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Noice regarding the Service.

18.2 Modifications

We may modify these Terms at any time by posting the revised version on our website. Material changes will be notified to users with reasonable advance notice. Continued use of the Service after changes constitutes acceptance of the modified Terms.

18.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

18.4 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including to affiliates or in connection with a merger or sale.

18.6 Force Majeure

We shall not be liable for any failure to perform due to circumstances beyond our reasonable control, including natural disasters, government actions, or third-party service failures.

19. Contact Information

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

These Terms of Service were last updated on January 27, 2025.