Terms of Service

Last Updated: 14 October 2025

1. YOUR ACCEPTANCE AND AGREEMENT

1.1 We’re Ivorey Pty Ltd ACN 682 606 702 t/a Ivorey (“Ivorey”, "we, "us" or "our"). We operate a proprietary software environment, built within the HighLevel, Inc. (“GHL”) software and infrastructure (“GHL Software”). This environment, together with Ivorey’s custom configurations, templates, automations, and integrations form the Ivorey Platform (the “Platform”).

1.2 The Platform provides a comprehensive suite of marketing and sales tools designed to empower businesses to create, manage, and automate their customer interactions.

1.3 The following apply to your use of the Platform:

(a)any terms related to Fees (as defined below);

(b)these terms and conditions (“Terms”); and

(c)our privacy policy (“Privacy Policy”),

(together the “Agreement”).

1.4 By accessing or using the Ivorey Platform in any manner, you agree to be bound by this Agreement.

1.5 Ivorey reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

1.6 You confirm that you have read, understood, and agree to this Agreement. You are deemed to have accepted this Agreement on behalf of any entity, business or organisation for whom you use the Platform, whether as an Authorised User, Team Member, or otherwise.

1.7 In the event of any inconsistency between the documents forming this Agreement, the documents listed in clause 1.3 will take precedence in the order specified.

2. PLATFORM AND THIRD-PARTY DEPENDENCY

2.1 The Platform operates on GHL Software licensed from GHL and may incorporate third-party services such as Twilio, Mailgun, Stripe, and Google.

2.2 While Ivorey has developed and maintains its own proprietary environment and configurations within the GHL Software, Ivorey does not own or control the underlying GHL Software or any associated third-party services.

2.3 By accessing or using the Platform, you agree that:

(a) the availability, functionality, and performance of certain Platform features may depend on GHL or its subprocessors;

(b) Ivorey is not responsible for interruptions, data loss, or service changes arising from the operation or modification of the GHL Software or any third-party service; and

(c) your use of the Platform is subject to GHL’s Terms of Service (available at https://www.gohighlevel.com/terms-of-service), which you agree to comply with in addition to this Agreement.

3. DEFINITIONS AND INTERPRETATION

3.1 In this Agreement, the following expressions have the following meanings, unless otherwise stated:

“Account” means the account you create to use our Platform as defined in clause 4.1;

“Agreement” is defined in clause 1.3;

“Applicable Law” means all laws, regulations, and legal requirements that apply to the Platform or the Agreement, including but not limited to Australian Consumer Law, and any other applicable laws in the relevant jurisdiction where you are based that govern the use of the Platform or the services provided under this Agreement;

“AUD” means Australian Dollar;

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);

"Authorised User" means your employees, agents, and contractors whom you authorise to access and use the Platform on your behalf, and who are provided individual login credentials through your Account.

"Business Day" means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in South Australia, Australia;

"Fees" means the fees set out to you on the page titled ‘pricing’ (accessible via https://ivorey.io/pricing), which may be updated or amended by us from time-to-time;

"Customer Data" means data that you provide to us, including any personal data of your customers, leads, or end users provided by you through the Platform;

"Developed IP" is defined in clause 18.3;

“GHL Software” is defined in clause 1.1;

“Indemnified Parties” is defined in clause 23.1;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“LeadConnector” means the CRM and marketing automation app integrated with the Platform;

“Minor” is defined at clause 26.1;

“Personal Information” has the same meaning as set out in the Privacy Laws;

“Platform” means the Ivorey Platform described in clause 1.1, including any Proprietary Content (as defined below) made available to you by Ivorey;

"Privacy Laws" means the Privacy Act 1988 (Cth) and the Australian Privacy Principles;

'Privacy Policy"means our Privacy Policy available at https://ivorey.io/privacy-policy;

“Proprietary Content” means all templates, workflows, automations, campaigns, landing pages, forms, scripts, graphics, copy, configurations, system-generated assets, and other creative or technical materials made available by Ivorey through the Platform;

"Provider IP" is defined in clause 18.2;

"Related Bodies Corporate" has the meaning given in the Corporations Act 2001 (Cth);

"Site" means our website located at https://ivorey.io/ or any other site operated by us from time to time;

“Stripe Services Agreement” is defined in clause 15.7;

“Subscription” means the plan or tier of access to the Platform selected by you, as described on our pricing or plans page at https://ivorey.io/pricing;

“Terms” is defined in clause 1.3;

“Third-Party Services” means any optional subscriptions, usage-based services, or integrations provided by third-party providers and made available through the Ivorey Platform, as defined in clause 15.15.

“USD” United States Dollar;

“User Generated Content” means any content produced by you and provided to us;

“User Generated Content Agreement” means an agreement entered into between us and an Authorised User in respect of User Generated Content;

"you" or "your" means the person or entity that has registered to use the Platform, an Authorised User, or a Team Member (as applicable).

3.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified.

4. ACCESSING THE PLATFORM

4.1 Our Platform is open to persons who accept this Agreement and register an account on our Site by providing a valid email address and/or mobile number and nominating a secure password (“Account”) (the “Account Holder”). Access to certain features or services may require an active paid Subscription. All Subscriptions must be initiated via the Site. However, additional purchases, including those made through third party integrations, add on plugins, premium actions or similar features, may be made within the Platform.

4.2 Once you have created your Account, you will receive an email confirming registration with us shortly after you have created your Account via the Site. You become the Account Holder and are responsible for managing and maintaining the Account.

4.3 You may not use one email address or mobile number to register for multiple Accounts. However, you are permitted to hold more than one Account at the same time, provided each Account is associated with a different business and a different email address.

4.4 You may access your Account via the Site, the LeadConnector or https://app.ivorey.io/.

4.5 As the Account Holder, you may grant access to additional users within your organisation by adding them within your Account (“Team Members”). Team Members do not incur additional costs, but their access is limited to the permissions you assign.

4.6 Each Team Member will be provided with a unique login credential. You must ensure that your Team Members only access the Platform using their assigned credentials and that those credentials remain confidential.

4.7 Sharing or misusing credentials is strictly prohibited. This includes, without limitation:

(a) logging in under a friend, client, or Team Member’s credentials;

(b) using credentials provided for another Account Holder;

(d) creating fake profiles or aliases to gain entry.

4.8 For the purposes of this Agreement, all Team Members are considered Authorised Users and are bound by the same obligations, restrictions and responsibilities that apply to you.You are responsible for managing their access, ensuring they use the Platform lawfully, and setting appropriate permissions and controls.

4.9 You must ensure that all information associated with your Account, including those associated with Authorised Users, are true, accurate, current and complete at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.

4.10 You are solely responsible for all activity conducted under your Account, including any activity by Authorised Users. You must maintain appropriate security measures and promptly notify Ivorey of any unauthorised access, misuse or suspected breach of security.

4.11 You warrant and represent that your access to, or use of, our Platform is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may result in suspension or termination of your Account and may be referred to appropriate law enforcement authorities.

5. ADMINISTRATIVE ACCESS AND ACCOUNT CONTROL

5.1 By using the Ivorey platform, you acknowledge and agree that Ivorey retains full administrative access to your Account, including all associated data, templates, automations, and integrations. This access is granted irrevocably and is a mandatory condition of service for all users.

5.1 Ivorey may exercise administrative access for the purposes of:

(a) technical troubleshooting and support;

(b) system auditing, quality control, and security monitoring;

(d) ensuring compliance with these Terms, platform policies, and applicable law.

5.2 You agree not to revoke, disable, or obstruct Ivorey’s administrative access. Accounts for which administrative access is not granted or is obstructed may be suspended or terminated immediately at Ivorey’s sole discretion.

6. RESTRICTIONS ON ACCESS

6.1 The Platform is a private service intended solely for legitimate members who use it to operate and grow their business. You must not access, or attempt to access, the Platform if:

(a) you are employed by, contracted to, advising, or in any way affiliated with a business that offers a competing all-in-one software platform (including, without limitation, any GHL white-label agency or equivalent competitor);

(b) you access or use the Platform for purposes other than genuine business use, including (without limitation) market research, competitive analysis, software benchmarking, or monitoring Ivorey’s features, templates, functionality, design, user interface or operations; or

(c) you register or attempt to access the Platform under false or misleading pretences, including (without limitation) with the intent to replicate, reverse-engineer, extract data from, or obtain strategic or commercial insights regarding the Platform.

6.2 These restrictions apply to all Account Holders and Authorised Users, including staff, subcontractors, affiliates, supporters of direct competitors, and any person accessing the Platform with malicious or improper intent.

6.3 Ivorey may, at its sole discretion, suspend or terminate any Account found to be in breach of this clause and reserves all rights to take appropriate legal action to protect its Intellectual Property Rights, confidential information and commercial interests.

7. USE OF THE PLATFORM

7.1 You must not, and must ensure that your Authorised Users do not:

(a) modify the Platform or merge any aspect of the Platform with another programme;

(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any documents, manuals or setup instructions provided with the Platform;

(d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;

(e) access, store, distribute or transmit:

(i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Platform;

(ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;

(iii) material that facilitates illegal activity; or

(iv) material that abuses or causes damage or injury to any person or property;

(f) provide Platform login details or passwords, or otherwise provide access to the Platform, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Platform;

(g) share any features or templates available inside of the Platform that are not publicly available with any unauthorised third party; and

(h) engage in any conduct on the Platform that is in breach of this Agreement (or any agreements mentioned therein).

7.2 You and your Authorised Users must not engage in any conduct or communication, whether public or private, that is intended to damage, or could reasonably be expected to damage, Ivorey’s reputation, goodwill, services, Platform, or personnel. This obligation applies both while you hold an active Account and after your Account has been suspended or terminated. Without limitation, this includes any instance of:

(a) making defamatory, false, or misleading statements about Ivorey, its Platform, its team members, clients, or partners, whether online, in person, or through any other channel;

(b) posting, publishing, or circulating false or misleading reviews, testimonials, or claims relating to Ivorey or its Services;

(c) impersonating or claiming to represent Ivorey, its team members, clients, or partners without express written authorisation;

(d) suggesting or implying that you have insider knowledge, confidential information, or influence over Ivorey, its systems, or its commercial arrangements when you do not;

(e) using Ivorey’s brand, trademarks, or proprietary materials (including screenshots, templates, or communications) in a way that could mislead, disparage, or cause harm to Ivorey;

(f) encouraging, soliciting, or assisting others to engage in any of the conduct listed above; or

(g) engaging in any communication, social-media post, or private correspondence that is abusive, harassing, or otherwise harmful to Ivorey’s staff, contractors, or community members.

7.3 You must not, and must ensure that your Authorised Users do not, engage in any conduct that is disrespectful, abusive, manipulative, or otherwise inappropriate towards any Ivorey team member, contractor, member, or department, including but not limited to the leadership, sales, success, support, agency, partnerships, operations, and technical teams.

(a) This applies to all forms of communication, including written, verbal, and virtual exchanges (such as messages, emails, calls, meetings, and collaboration platforms).

(b) You must not make unreasonable demands, use aggressive, dismissive, or manipulative language, or otherwise behave in a manner that creates a hostile or unworkable environment for any team member, contractor, member, or department.

7.4 From time to time, we may provide access to certain features, services, or tools for evaluation or internal use. Access to these features is limited, may be time-bound, and may be revoked by us at any time without liability.

7.5 All rights granted to you under this Agreement must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Platform.

7.6 Your use of the Platform must also comply with GHL’s Acceptable Use Policy and Terms of Service. Any violation of these terms by you or your Authorised Users constitutes a material breach of this Agreement.

7.7 Any breach of any clauses constitutes a material breach of this Agreement. Ivorey may, at its absolute discretion and at any time, suspend, restrict or terminate your access to, and/or use of, the Platform, with or without notice where:

(a) you or your Authorised Users have breached these Terms or any applicable policy;

(b) you or your Authorised Users have engaged in unethical, abusive, threatening or inappropriate behaviour towards Ivorey, its personnel, partners, members or community;

(d) your conduct, or that of your Authorised Users, has caused or could reasonably be expected to cause harm to Ivorey’s reputation, goodwill, Platform, services or community.

7.8 Ivorey retains the right to take any further action it deems necessary to protect its business, personnel and Intellectual Property Rights, including permanent termination of your Account and pursuit of legal or equitable remedies.

7.9 Notwithstanding any other provision of this Agreement, Ivorey may terminate or suspend your Account, access, or any part of the Platform, at any time and for any reason, at its absolute discretion, with or without notice. You acknowledge and agree that such termination or suspension may occur, and Ivorey will not be liable to you or any third party for any loss, damage, or consequence arising from such termination or suspension.

8. ACCOUNT USAGE AND PORTABILITY

8.1 Your Ivorey subscription provides access to exclusive templates and resources. Due to the unique and copyrighted nature of these materials:

(a) Standard export options, such as contacts, form submissions, invoices, transactions, appointments, and other personal data, are available to all customers.These exports are the sole responsibility of the user. Ivorey accepts no responsibility or liability for exporting or retaining this data on your behalf.

(b) Proprietary Ivorey templates included with your subscription are licensed for use within the Ivorey platform only and are strictly non-transferable or exportable.

(c) Any account transfers or location transfers to another GHL account or location are strictly prohibited, regardless of whether they involve proprietary resources.

(d) Any attempt to transfer, replicate, or export account content or proprietary resources outside of the Ivorey platform constitutes a material breach of these Terms. Ivorey reserves the right to suspend or terminate accounts found in violation and pursue any other legal or equitable remedies available.

8.2 You acknowledge and agree that:

(a) All proprietary Ivorey content, templates, and resources are intended solely for use within the Ivorey platform and may not be exported, transferred, or replicated to any other HighLevel ecosystem, white-label agency, external software, domain, or platform.

(b) If you cancel your Ivorey subscription, or if your subscription is terminated by Ivorey, you will lose access to all proprietary templates, resources, system-generated logs, and any other account content. Ivorey is under no obligation to retain or provide these resources after cancellation or termination.

8.3 Ivorey shall not be held responsible for the loss of any account content, templates, data, or proprietary resources upon subscription cancellation or termination. You agree that Ivorey is not liable for any claims, including claims of interference, contractual disputes, or loss of access, arising from such action.

9. TRIAL PERIOD

9.1 From time to time, Ivorey may offer new Account Holders a trial period (the “Trial”). Trials may be offered free of charge or with a reduced fee, and the length and specific terms of any Trial will be disclosed at the time it is made available.

9.2 Trials are offered at Ivorey’s sole discretion. We may determine that you are not eligible and may withdraw or modify a Trial at any time without notice or liability, to the extent permitted by law.

9.3 Each user, business, or entity is eligible for one Trial only. You may not register for, or attempt to register for, multiple or consecutive free Trials.

9.4 By accessing or using the Platform during a Trial, you acknowledge that you are bound by our full Terms of Service.

9.5 To commence a Trial, you must provide valid payment details. Unless you cancel before the end of the Trial period, your Trial will automatically convert into a paid Subscription, and Ivorey will charge your nominated payment method for the applicable Subscription fees. The paid Subscription will continue on a recurring basis (monthly or annually, as selected) until terminated in accordance with the termination provisions of this Agreement.

9.6 If you cancel before the end of the Trial period, you will not be charged for the Subscription Plan. However, you remain responsible for any fees incurred during the Trial, including those for Platform usage, third-party integrations, or add-ons.

9.7 The Trial covers access to the Platform only. You remain responsible for all charges incurred during the Trial, including but not limited to:

(a) email, SMS, MMS, or other communication costs;

(d) premium services or add-ons, and

9.8 Any such charges will be billed to your payment method and are non-refundable.

9.9 Trials are intended for evaluation purposes only. You must not engage in abusive or fraudulent use of the Trial, including but not limited to:

(a) engaging in mass or unsolicited communications;

(b) attempting to bypass or manipulate billing systems; or

9.10 Any misuse of a Trial constitutes a material breach of these Terms and may result in immediate suspension or termination of your account.

10. YOUR OBLIGATIONS

10.1 You acknowledge that our ability to be able to provide the Platform to you without delay or interruption is dependent on your full and timely cooperation. You will:

(a) co-operate with and assist us in the supply of the Platform;

(b) promptly provide us with full and accurate information, data and explanations as and when required;

(c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under this Agreement;

(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and

(e) comply with all reasonable directions and guidelines from us as advised from time to time.

10.2 You acknowledge that our Platform integrates with certain third-party services, which are from time to time required in order for us to be able to provide the Platform, to you.

These include but are not limited to Stripe, LeadConnector, Intercom, Meta, Google Analytics and PayPal. You are responsible for complying with any applicable third-party terms when using features that rely on those services.

10.3 It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.

10.4 You agree and acknowledge that you are authorised to use the Platform and the Site and access the Customer Data, as applicable, that you may enter into, or connect with, the Platform or the Site, from time-to-time.

11. COMPLIANCE

11.1 You are solely responsible for ensuring that your use of the Platform and Services is lawful and compliant with all applicable rules, regulations, and industry standards. This includes, without limitation:

(a) the accuracy, integrity, and quality of any data or information you provide or generate through the Platform;

(b) maintaining any insurance, licenses, or approvals required for your activities; and

(c) compliance with all Applicable Laws, rules, and regulations, including but not limited to HIPAA, PCI DSS, Gramm-Leach-Bliley Act, GDPR, and other data privacy or financial services laws.

11.2 Ivorey does not provide legal or regulatory advice and does not warrant that your use of the Platform will be compliant with any Applicable Law. You remain fully responsible for ensuring that your use of the Platform, including any third-party integrations or communications, is lawful.

12. USE OF COMMUNICATION SERVICES

12.1 The Platform may include communication features such as SMS, MMS, email, and voice calls. Separate communication surcharges may apply and will appear on your invoice.

12. 2 You are solely responsible for:

(a) all communications sent using these features;

(b) ensuring compliance with all applicable laws and regulations governing communications, including the Telephone Consumer Protection Act (TCPA), Do Not Call Registry Rules, and the CAN-SPAM Act; and

12.3 If you purchase or subscribe to a phone number through the Platform, the default telecommunications provider used by Ivorey is Twilio. Phone and messaging charges are determined by Ivorey based on rates applied through Twilio, using Twilio’s segmentation model (which determines message length, country of origin, destination and other variables).

12.4 Charges for phone services and communications vary depending on factors such as destination, origin, message or call length, and network provider. While Ivorey maintains standard rates for certain regions (including the United States and Australia), individual charges may differ.

12.5 Customers may request a breakdown of applicable rates for their specific use case by contacting Ivorey Support before using phone services. By using these services without requesting such a breakdown, you acknowledge and consent to all charges incurred as a result of that usage.

12.6 You remain responsible for all communication charges, including (without limitation):

(a) messages or calls that are blocked, undeliverable, or fail to send; and

(b) any additional fees incurred from using these features, regardless of delivery success.

12.7 Ivorey provides technology to facilitate communications but does not originate, send, or deliver messages. All communications are generated and initiated by you or your customers, whether manually or automatically via the Platform.

13. E-COMMERCE PRODUCTS AND SERVICES

13.1 You are solely responsible for any materials, goods, or services sold through the Platform, including:

(a) product descriptions, pricing, taxes, promotions, legal disclosures, and regulatory compliance;

(b) providing public-facing contact information, a refund policy, and order fulfillment timelines; and

13.2 Ivorey does not provide refunds, pre-screen products, or act as a marketplace. All sales contracts are between you and your customer. Ivorey may, at its discretion, remove or refuse materials that violate our Code of Conduct or these Terms.

14. PLATFORM UPDATES AND FEATURES

14.1 Ivorey reserves the right to update, modify, or discontinue any aspect of the Platform at any time, including features, functionality, or integrations. You acknowledge and agree that:

(a) your subscription and use of the Platform are not contingent upon the delivery, continuity, or availability of any current or future feature, functionality, or integration (including third-party services);

(b) certain features or integrations may be modified, restricted, or discontinued without prior notice, and Ivorey will not be liable for any resulting impact on your business operations;

(c) where possible, Ivorey will provide reasonable notice of significant updates or deprecations, but nothing in this Agreement guarantees the ongoing availability of any specific feature or integration.

15. FEES AND PAYMENT

15.1 You must pay all applicable Fees to access and use the Platform in accordance with this Agreement.

15.2 Fees may be charged in AUD or USD, unless otherwise agreed.

(a) all fees charged to customers located in Australia are subject to GST at the applicable rate, regardless of the currency used for billing;

(b) fees in AUD are inclusive of GST; and

(c) fees in USD or any other currency are exclusive of GST, but GST will automatically be applied via Stripe if you are determined to be located in Australia under applicable tax law.

15.3 Fees will not be changed retrospectively. However, all Fees displayed on or via the Site, App or Platform are subject to change without notice. If you do not agree to these changes, you may terminate this Agreement in accordance with clause 25.3. Any adjustments to the Fees will be conducted in a commercially reasonable manner. If you cancel any Subscription mid-billing cycle, you will not be refunded for any unused portion of the Fees.

15.4 It is your responsibility to ensure your payment details remain current and accurate. Failed payments may trigger an automatic retry process. If payments are not successfully collected after multiple attempts, your Account may be suspended until payment is received. We will notify you by email before any service interruption. You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

15.5 If payment of the Fees is not received by any due date, as specified to you via the Platform or on the Site, we will be entitled (without prejudice to any other right or remedy available to us under this Agreement or at law) to:

(a) withhold provision of the Platform, or suspend your access to any or all of the Platform, until payment of the outstanding amount is received by us in full; and

(b) terminate this Agreement pursuant to clause 25.

15.6 Payment processing services for access to, and use of the, the Platform, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.

15.7 Stripe may automatically determine your billing currency based on factors such as your email address, credit card details, or prior account details. These assignments are controlled by Stripe and cannot be manually altered by Ivorey.

15.8 You acknowledge and agree that:

(a) once an account is created in a specific billing currency, Ivorey cannot convert that Account to another currency using the same email address or linked payment method;

(b) any linked customer accounts, wallets, or subscriptions created or updated by Stripe are outside Ivorey’s control; and

(c) to change billing currency, you may be required to register a new Account using different credentials and payment details.

15.9 Ivorey is not responsible for Stripe’s account linking, wallet behaviour, or automated currency determinations, and you release Ivorey from any related claims.

15.10 Your Subscription grants full access to all Platform features under a single, all-inclusive plan. Ivorey does not automatically upgrade accounts based on usage. Any additional usage – such as email, SMS, AI tools, or premium workflows – is billed separately on a pay-as-you-go basis.

15.11 Ivorey operates on a hybrid pricing model, which includes:

(a) a flat-rate Subscription providing access to core Platform features; and

(a) optional usage-based services and third-party subscriptions billed separately.

15.12 Optional services may incur additional charges. A monthly usage credit applies to all active Accounts to help offset these charges. Any usage exceeding this credit will be deducted from your wallet balance.

15.13 You are responsible for maintaining an active wallet balance (via auto top-up) to continue using pay-as-you-go services. Such services may include, but are not limited to:

(a) email, SMS, phone calls, and AI tools;

(b) domain subscriptions and domain registrations;

(d) Meta Ads Manager, WhatsApp integrations, Yext, Marketplace applications, WordPress integrations, and hundreds of other third party services; and

(e) premium workflows or API connections.

15.14 Within the Ivorey Platform, you may have the option to purchase, activate, or integrate additional subscriptions or services provided by third parties (collectively, “Third-Party Services”). These may include, but are not limited to, the services listed in clause 15.13.

15.14.1 By purchasing or activating Third-Party Services, you acknowledge and agree that:

(a) each Third-Party Service constitutes a separate agreement between you and the third-party provider;

(b) Ivorey is not a party to that agreement and assumes no liability for the performance, availability, quality or disputes;

(d) any disputes, service issues, or refund requests relating to Third-Party Services must be directed to the relevant third-party provider; and

(e) Ivorey may suspend, terminate, or disable access to any Third-Party Services if your Ivorey Subscription is canceled, suspended, or terminated, which may result in loss of associated data, domains, or configurations.

You expressly acknowledge that Ivorey’s responsibility is limited to facilitating billing for Third-Party Services.

15.15 “Done-for-you” or agency implementation services requested by you are not included in your Subscription and will be subject to a separate proposal, agreement, and pricing. Ivorey makes no guarantee as to the availability of such services, which may change at any time.

15.16 You must make all payments of the Fees without any deduction for Taxes, unless required by law. If a tax deduction is required, the amount payable must be increased so that, after the deduction, we receive the full amount originally invoiced.

15.17 If you are located in Australia, GST will be charged at the applicable rate and included in your invoice. If you are located outside Australia, you are responsible for any Taxes applicable in your jurisdiction. You must not withhold any portion of the Fees unless required by any Applicable Law. If a withholding is required, the amount payable must be increased so that, after the deduction, we receive the full amount originally invoiced.

15.18 If you initiate a chargeback by contacting your bank or credit card company to dispute or reverse any payable fees to us, we may terminate or suspend your access to, and/or use of, the Platform. We retain the right to challenge any chargeback.

15.19 You may cancel your Subscription at any time. Fees are non-refundable except as required by Applicable Law. If you cancel your Subscription, you will continue to have access to the Platform until the end of your current billing period.

15.20 All Subscriptions are subject to automated rebilling to maintain uninterrupted access to the Platform, tools, and your Account data. By subscribing, you consent to recurring billing at the rate and frequency selected at checkout, unless cancelled in accordance with clause 27.3.

15.21 Wallet top-ups and rebilling charges are charged in USD, and pricing is exclusive of GST. If you are determined to be located in Australia under applicable tax law, GST will be applied automatically via Stripe.

15.22 All subscriptions, promotions, and pricing are subject to change or discontinuation at Ivorey’s discretion. Promotional pricing, discounts, or offers are valid only for the expressly stated period, after which standard pricing will apply. No statements made in marketing materials, webinars, emails, or other communications shall be interpreted as creating any contractual right to fixed or lifetime pricing unless expressly agreed in writing.

15.23 Nothing in this clause seeks to affect, restrict or exclude your statutory rights including under the Australian Consumer Law.

15.24 Further information on Fees can be found at https://help.ivorey.io/en/articles/11439205-understanding-billing-charges-optional-add-ons-at-ivorey. This information is non-exhaustive and subject to change at any time.

16. DOMAIN SUBSCRIPTIONS AND ICANN RESTRICTIONS

16. 1For domain subscriptions purchased or transferred through the Ivorey Platform, ICANN rules apply. Specifically:

(a) any domain transferred into or out of Ivorey is subject to a 60-day transfer restriction, during which the domain cannot be moved to another provider;

(b) you are responsible for ensuring compliance with these restrictions;

(c) Ivorey is not liable for any delays, interruptions, or limitations arising from ICANN rules, including domain availability, transfer processing, or disputes; and

(d) Cancellation, suspension, or termination of your Ivorey Subscription may affect access to domain subscriptions and associated data.

16.2 These provisions form part of your obligations for Third-Party Services, and by activating, purchasing, or transferring a domain, you acknowledge and agree to comply with ICANN requirements.

17. THIRD-PARTY INTEGRATIONS AND API ACCESS

17.1 Certain Third-Party Services and integrations may require periodic re-authentication, token refreshes, or other actions to maintain access (for example, Facebook and Instagram tokens often require re-authentication every 3 months).

17.2 You acknowledge that:

(a) Ivorey is not responsible for interruptions, outages, or functionality issues resulting from expired tokens, API changes, or required re-authentication;

(b) maintaining valid credentials, access tokens, and authorisations for Third-Party Services is your responsibility; and

(c) Ivorey’s role is limited to facilitating integration and billing, and we cannot guarantee uninterrupted access to third-party APIs.

18. INTELLECTUAL PROPERTY

18.1 All rights, title, and interest in and to the Platform, including all proprietary configurations, templates, automations, workflows, designs, content and documentation (together, “Ivorey IP”), are and remain owned by us.

18.2 The Platform operates on third-party infrastructure, GHL Software. Ivorey does not own or claim ownership of the GHL Software, or any third-party services integrated with the Platform. Your use of the Platform does not grant you any ownership or rights, title or interest in or to the Ivorey IP, The GHL Software, or any associated technology (collectively, the “Provider IP”).

18.2 All Intellectual Property Rights created, discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform – including updates, enhancements, improvements, or derivative works to the Provider IP – will automatically vest in Ivorey ("Developed IP"). You assign (and must procure the assignment of) all such rights to Ivorey immediately upon creation.

18.4 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform and/or the Provider IP.

18.5 You retain ownership of all branding, trade marks, trade names, logos, graphics, copywriting, marketing materials, and other creative works you upload, create or otherwise provide through the Platform (“User Generated Content”).

18.6 You warrant that you hold all necessary rights, licences, and consents to upload and use the User Generated Content and to authorise Ivorey to use it for these purposes.

18.7 Nothing in this Agreement transfers ownership of User Generated Content to Ivorey.

18.8 You grant Ivorey a limited, non-exclusive, royalty-free licence to use, reproduce, and display User Generated Content solely as required to host, display, deliver, or transmit such content via the Platform or to perform related services under this Agreement.

18.9 Any User Generated Content that you voluntarily provide will be governed by a separate User Generated Content Agreement, which may include additional terms regarding ownership, permissions, and usage rights for promotional materials.

18.10 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from the Site or any other online materials owned by us.

18.11 If you provide feedback, suggestions, or ideas regarding the Platform, Ivorey may freely use and incorporate them into the Platform or Ivorey IP without restriction. All rights in resulting improvements or derivative works will vest in Ivorey.

19. PRIVACY

19.1 This Agreement applies to your use of and access to the Platform and outlines how we collect, use, process, disclose, store, and transmit Personal Information and Customer Data. By using the Platform, you agree to comply with the terms outlined in our Privacy Policy available at https://ivorey.io/privacy-policy.

19.2 You retain ownership of all Customer Data you provide, upload, or connect through the Platform, whether directly or via third-party applications.

19.3 You acknowledge that you are the data controller of all Customer Data processed through the Platform. As a data controller, you are responsible for determining what Personal Information is collected, why and how it is used, and how long it is retained. You are also responsible for ensuring that your collection and use of Personal Information comply with applicable Privacy Laws, including:

(a) obtaining appropriate user content;

(b) maintaining and publishing your own privacy policy;

(d) ensuring your data practices comply with your jurisdiction’s privacy obligations.

19.4 We strongly encourage all users to conduct their own due diligence and refer to official regulatory guidance (for example, https://gdpr.eu/) to understand their specific responsibilities as data controllers.

19.5 Ivorey acts as your data processor in relation to Customer Data and will process that data solely on your behalf, and in accordance with your instructions, this Agreement, and applicable Privacy Laws. As a data processor:

(a) we do not make independent decisions about your Customer Data;

(b) we do not use your Customer Data for our own purposes; and

(d) we only process Customer Data to the extent necessary to provide the Platform and related services to you.

19.6 You grant Ivorey a worldwide, non-exclusive, royalty-free licence to access, host, process, store, and use Customer Data solely to perform our obligations under this Agreement, including as your data processor in accordance with applicable Privacy Laws.

19.7 Our Platform operates on enterprise level infrastructure licensed from GHL. By using the Platform, you acknowledge and agree that your Customer Data may be processed by the provider solely for the purpose of enabling and supporting the services we provide. You agree to comply with any relevant third-party terms that apply to the use of the GHL Software, including the provider’s Security and Compliance Overview and Data Processing Agreement, as may be updated from time to time.

19.8 If you enable any third-party applications in conjunction with the Platform, you agree that your Customer Data may be transferred to, stored by, or processed through these providers solely for the purpose of enabling and supporting their functionality. You must comply with any relevant third-party terms governing the use of your Customer Data, and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.

19.9 Ivorey does not control, manage or select third-party applications and cannot guarantee their actions or omissions. To the extent permitted by law, Ivorey is not liable for any loss, corruption, unauthorised access, disclosure, or other event affecting Customer Data that arises from, or is attributable to, the acts or omissions of GHL or its third-party applications.

19.10 Ivorey implements a range of organisational and technical safeguards to support your compliance and maintain high privacy standards, including:

(a) restricted data access, two-factor authentication (2FA), access logging, and regular permission audits;

(b) consent-based communication tools that allow you to manage opt-ins, preferences, and consent records;

(c) features enabling you to access, export, update, or delete Customer Data within the Platform (excluding exports outside the Platform); and

(d) internal documentation and regular compliance reviews to ensure ongoing alignment with evolving Privacy Law.

19.11 Ivorey is committed to maintaining the security, confidentiality, and integrity of Customer Data and to exceeding its legal obligations where possible. While we provide compliance tools, you, as the data controller, remain ultimately responsible for meeting your privacy and GDPR obligations.

19.12 You must ensure that any Personal Information or Customer Data collected, used, processed, disclosed, stored, or transmitted in connection with this Agreement complies with all applicable Privacy Laws and the terms of our Privacy Policy. Without limitation, you agree to:

(a) ensure that the collection, use, storage, processing, disclosure, and transmission of Customer Data, including any Personal Information of your customers or end users, comply Privacy Laws;

(b) confirm that we can collect, use, store, process, disclose, and transmit Customer Data as outlined in this Agreement, without violating third-party rights or Privacy Laws;

(c) inform individuals whose Personal Information you collect that their data may be disclosed to third parties, where required;

(d) obtain specific consent from individuals for the disclosure of sensitive information, where applicable; and

(e) notify us immediately if you become aware of any actual or potential breach of Privacy Laws and cooperate with our reasonable requests for information and assistance regarding such breaches.

19.13 You must ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws.

19.14 Further, you agree to:

(a) assist us in complying with our obligations under Privacy Laws, as notified to you;

(b) take reasonable steps to help ensure compliance with applicable Privacy Laws at all times; and

(c) provide reasonable cooperation and assistance to us in relation to any data subject requests or regulatory investigations concerning Customer Data processed via the Platform.

20. WARRANTIES

20.1You warrant and represent to us that:

(a) all information and Customer Data provided is true, complete and accurate and is not misleading in any way;

(d) your access to, or use of, the Platform is not unlawful or prohibited by any applicable laws;

(c) you or your organisation have obtained all necessary consents and that you are authorised to access and use the Platform and you will not share the Platform with any third party who is prohibited whether by any applicable laws or otherwise from accessing the Platform; and

(d) you understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

20.2 We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform.

21. LIABILITY AND EXCLUSIONS

21.1 Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, this Agreement, for any one event or a series of related events, will be limited to the total Fees paid (excluding GST and expenses) by you to access and use the Platform in the one (1) month immediately prior to the event(s), or one (1) month’s Fees paid by you to access and use the Platform.

21.2 We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Platform or any actions taken by us at your direction.

21.3 In no event will we be liable to you or any third party for any, arising directly or indirectly:

(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss, alteration, or inability to save, store or recover data, downtime costs, loss of use or availability of the Platform, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused, breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;

(b) viruses, worms, trojans or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Platform;

(c) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with this Agreement, to the extent permitted by law; or

(d) any loss, corruption, unauthorised disclosure, or alteration of data caused by system failure, security breach, unauthorised access, or other technical fault, and you remain solely responsible for maintaining independent backups.

21.4 The parties acknowledge that the limitations of liability contained in this clause 18 are a fair and reasonable allocation of the commercial risk between the parties.

22. DISCLAIMER

22.1 To the maximum extent permitted by law:

(a) the Platform and all content made available via the Platform are provided on an "as is" and "as available" basis. We make no representations, warranties, or guarantees as to the condition, quality, performance, accuracy, completeness, reliability, or fitness for any particular purpose of the Platform;

(b) you acknowledge and agree that you exercise absolute discretion in choosing how to use any content available on or produced via the Platform;

(c) we do not guarantee that the Platform will be uninterrupted, error-free, or free from viruses, malware, or other harmful components, and you are responsible for taking appropriate precautions;

(d) we disclaim all liability for any third-party products, services, or integrations, including any acts, omissions, or failures of third-party providers. Your use of any third-party products is solely at your own risk.

(e) we disclaim all liability for any loss or damage arising from:

(i) your use of, or reliance on, the Platform and any content whatsoever such as any production specification templates or AI compliance suggestions made available via the Platform;

(ii) any errors, inaccuracies, or omissions in the information provided on the Platform;

(iii) third-party products, services, integrations or content accessed through the Platform; and

(iv) your non-compliance with any applicable laws, such as GDPR Privacy laws or industry standards arising from your use of the Platform;

(v) any events beyond our reasonable control, including service interruptions, cyber threats, and system failures.

23. INDEMNITY

23.1 You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the "Indemnified Parties") harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified Parties or which the Indemnified Parties must pay, sustain or incur as a direct or indirect result of or arising out of:

(a) breach by you of any of your obligations under this Agreement;

(b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with this Agreement;

(d) breach by you of any applicable law (including Privacy Laws).

24. CONFIDENTIALITY

24.1 Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of this Agreement, save for such use or disclosure necessary and required to perform their respective obligations under this Agreement. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.

24.2 In making disclosure to persons as permitted under this clause 21, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.

24.3 Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.

24.4 Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

25. DISPUTE RESOLUTION

25.1 Any disputes, complaints, or claims relating to your Account, Fees, or use of the Platform must be raised in writing to [email protected] within thirty (30) days of the event giving rise to the dispute. After this period, you waive any right to raise, dispute, or claim in connection with that event.

25.2 If you wish to appeal any decision made by us, including suspension or termination of your access to the Platform), you may contact us at [email protected] within 7 days of receiving notice of that decision. We will consider the appeal in good faith and may request further information from you.

25.3 If a dispute arises in connection with this Agreement (other than a failure to pay fees), the parties must first attempt to resolve the dispute informally and in good faith.

25.4 If the dispute is not resolved within 14 days of one party notifying the other in writing of the dispute, either party may refer the matter to mediation administered by the Resolution Institute in Australia.

25.5 Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief through the courts.

26. LEGAL CAPACITY

26.1 You must be eighteen (18) years of age or over to access the Platform. If you are under the age of eighteen (18) years (“Minor”), you must immediately cease accessing the Platform unless you have permission from a parent or guardian to create an Account in accordance with clause 4 of this Agreement. If you are found to be a Minor accessing the Platform without permission from a parent or guardian, we are entitled, at our absolute discretion, to cancel or terminate your access to the Platform.

26.2 Any order and/or purchase made by you using the Site and your continued use of the Site is an acknowledgement by you that:

(a) you are over the age of eighteen (18) years, or have obtained the relevant permission from a parent or guardian to create an Account; and

(b) you accept this Agreement and agree that you have entered into a binding legal contract with us in relation to this Agreement.

27. TERM AND TERMINATION

27.1 This Agreement will commence on the date that you register your details via the Site (whether in connection with a trial to use the Platform, as a paying user of the Platform, or otherwise) and after any applicable trial period, will continue in force so long as you continue to pay the Fees, unless terminated in accordance with this clause 24.

27.2 This Agreement will continue for the period covered by the Fees. At the end of the period, and subject to your payment of the Fees, this Agreement will renew for successive periods covered by the Fees. You must pay the Fees in advance of each relevant period.

27.3 You may cancel your Subscription at any time by submitting a cancellation form through the Platform. To do so, navigate to Settings; Billing; Upgrade/Cancel Plan. Upon submission, your request will be processed immediately, and you will retain access to the Platform until the end of your current billing period.

27.4 If you are unable to access your Account, you may alternatively submit a written cancellation request by completing this form. Your request will be processed within 72 business hours and will take effect at the end of your current billing period.

27.5 Unless required by applicable law (including the Australian Consumer Law), all Fees paid are non-refundable, including any unused portion of the current billing period.

27.6 By submitting a cancellation request, you acknowledge and agree that:

(a) Your access to the Platform, including all Proprietary Content, will continue only until the end of your current billing period;

(b) Any connected third-party subscriptions (including but not limited to phone services, domain hosting, and email services) will be disconnected and permanently deleted within 72 hours and cannot be restored;

(d) Once your account is deleted following cancellation or termination, the content cannot be retrieved.

(e) If you want your services to remain active, you should not submit a cancellation request, regardless of the method used to make the request (including through the Platform, via email, or any other channel).

27.7 In addition to cancellation, Ivorey offers an Account Hold option (“Paused Account”) for users who wish to temporarily suspend access to the Platform without full cancellation.

27.7.1 You may request to place your Account on hold for a maximum period of three (3) consecutive months, subject to approval and payment of a non-refundable fee of $10 USD per month (“Pause Fee”).

27.7.2 During a Paused Account period:

(a) access to the Platform will be suspended, and you will not be able to log in or use active features;

(b) your data will be securely retained for reactivation if you choose to resume your Subscription within the approved hold period;

(d) any pre-scheduled or active automations (including, without limitation, emails, SMS, and workflow triggers) will continue to run during the hold period, and all associated usage or overage charges will apply.

27.7.3 If you do not wish for automations to continue during your Paused Account period, it is your sole responsibility to pause or disable any active automations prior to the hold taking effect. Ivorey will not be liable for any charges incurred as a result of automations left active during the hold period.

27.7.4 Requests for a Paused Account must be submitted in writing to [email protected] and are not confirmed until you receive written approval from Ivorey.

27.7.5 If the Pause Fee cannot be successfully processed, or if the Paused Account period exceeds three (3) months, Ivorey reserves the right to terminate your Account in accordance with this Agreement.

27.7.6 At the end of the approved hold period, your Subscription will automatically resume and billing will recommence unless you submit a cancellation request prior to the renewal date.

27.8 In addition to your right to cancel your Subscription under this clause, Ivorey reserves the right to suspend or terminate your Account, access, or use of the Platform at any time, at its absolute discretion, with or without notice, including under clause 7.9 (Use of the Platform). You acknowledge that such termination may occur and Ivorey will not be liable to you or any third party for any loss, damage, or consequence arising from such termination. All Fees paid are non-refundable in the event of termination under this clause, unless otherwise required by law.

27.9 On termination of this Agreement for any reason

(a) We will be entitled to immediate payment for all Fees properly incurred up to the date of termination and during any applicable notice period;

(b) Your Account and all associated data, content, and records will be permanently deleted within 72 hours of termination.

27.10 Our Platform is built on GHL Software. In the unlikely event that we cease operations, all active holders of Accounts will be provided the option to transition their respective Accounts directly to GHL to be facilitated to prevent data loss or interruption of service. Any such transition will be subject to you entering into a separate service agreement directly with GHL, on terms and pricing determined by GHL at its sole discretion. We will, however, use reasonable efforts to provide notice and assistance to facilitate a smooth transition where practicable.

28. SUPPORT SERVICES

28.1 We provide support to assist you with technical troubleshooting and use of the Platform (“Support Services”). Support Services are limited to issues directly related to the functionality, access, and performance of the Platform.

28.2 Our Support Services do not include assistance for third-party integrations, external systems, or any strategic, marketing, or account configuration advice unless expressly agreed under a separate agency of consulting engagement.

28.3 Support Services are available through the help resources and documentation accessible on our Site or within the Platform. If you are unable to resolve an issue after reasonable efforts, you may contact us via the in-platform support widget or by email at [email protected].

28.4 We may provide support seven (7) Days a week, however, response times are not guaranteed and may vary based on demand and priority. Authorised Users can access on-demand support via our AI Assistant “Ivy” at any time.

28.5 Certain features within the Platform include embedded AI tools and automation functions designed to assist with communications, marketing, and workflow management. You acknowledge that these AI tools are provided for informational and operational support only and are not a substitute for human review, professional advice, or manual testing. Ivorey does not guarantee the accuracy, performance, or suitability of outputs generated by AI tools or automations.

28.6 Ivorey is not responsible for reviewing, validating, or testing your assets, campaigns, or system setup unless you have engaged Ivorey under a separate agency or professional services agreement. You are solely responsible for ensuring that your configurations, content, and automations operate as intended within your business

29. COMMUNITY ACCESS AND CONDUCT

29.1 From time to time, Ivorey may provide access to community features, forums, groups, or interactive spaces within the Platform. Access to these community features is optional, may be limited or time-bound, and may be revoked at Ivorey’s discretion without liability.

29.2 While participating in the community, you must not, and must ensure your Authorised Users do not, engage in any conduct that is disrespectful, abusive, manipulative, or otherwise inappropriate towards any Ivorey team member, contractor, member, or department. This includes, but is not limited to, the leadership, sales, success, support, agency, partnerships, operations, technical teams, and community members.

29.3 You must conduct yourself professionally in all forms of communication and interaction within the community, including written, verbal, or virtual exchanges (such as messages, emails, calls, meetings, and collaboration platforms). Ivorey reserves the right to suspend or revoke access for any behaviour that breaches this clause, including engaging in harassment, abusive language, or any activity that could reasonably be expected to harm Ivorey’s reputation, goodwill, or community experience.

30. SITUATIONS OR EVENTS OUTSIDE OUR REASONABLE CONTROL

30.1 There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform. Updates are provided on GHL’s status page here.

31. NOTICES

31.1 Any notice required to be given pursuant to this Agreement will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in this Agreement (or to such other address as either party may from time to time notify the other in accordance with this clause).

31.2 A notice given under clause 31.1 will be deemed to have been delivered 24 hours after the email is sent.

32. GENERAL

32.1 Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.

32.2 The provisions of this Agreement that are capable of having effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.

32.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.

32.4 If either party chooses to waive or ignore a breach of this Agreement, this will not prevent that party from taking action in respect of the same type of breach at a future date.

32.5 Nothing in this Agreement is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.

32.6 This Agreement, and the relationship between the parties contemplated by it, is not intended to be exclusive.

32.7 If any provision of this Agreement is held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect.

32.8 This Agreement is governed by the laws of South Australia, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

32.9 This Agreement may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.

32.10 This Agreement constitute the entire agreement between the parties in respect of the subject matter of this Agreement and supersede and replace any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into of this Agreement.

View our Privacy Policy and Terms and Conditions here.

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