NextPlay Intelligence Terms of Service

These terms of service are entered into between NextPlay Ventures Pty Ltd (ABN 70 674 228 712) of 253-255 David Low Way, Peregian Beach, Queensland 4573 ("NextPlay", "we", "us") and the Customer.

Version 1.0. Effective: 6 August 2026

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1. Agreement and acceptance

1.1 These terms ("Terms") govern access to and use of the NextPlay Intelligence platform (the "Platform"). By creating an account, accepting these Terms electronically, or accessing or using the Platform, you agree to be bound by these Terms.

1.2 If you accept these Terms on behalf of a company or other entity (the "Customer"), you represent and warrant that you are authorised to bind that entity, and references to "you" and "your" refer to both the Customer and each individual accessing the Platform under the Customer's account.

1.3 The following documents are incorporated into these Terms by reference: (a) the plan, pricing, and usage particulars presented to you at the time of purchase, or set out in an order form executed by the parties (in either case, the "Plan"); and (b) the NextPlay Intelligence Privacy Policy available at intelligence.nextplay.ai/privacy. To the extent of any inconsistency, an executed order form prevails over these Terms, and these Terms prevail over the Plan page.

2. Definitions

In these Terms:

"Authorised User" means an individual authorised by the Customer to use the Platform under the Customer's account, up to the number of seats specified in the Plan.

"Customer Content" means content submitted to the Platform by or on behalf of the Customer, including search briefs, queries, instructions, notes, and responses to or feedback on results.

"Dataset" means NextPlay's proprietary dataset and index of information concerning companies and individuals, compiled by NextPlay from publicly available sources, together with all enrichments, classifications, embeddings, and data structures created by NextPlay in connection with it.

"Outputs" means the results, profiles, summaries, suggestions, and other material generated or returned by the Platform in response to Customer Content.

"Programmatic Access" means access to the Platform otherwise than through its web interface, including by means of API keys, connections established under the Model Context Protocol (MCP), or other credentials or interfaces designated by NextPlay.

"Usage Limits" means any limits on use of the Platform described in the Plan, an order form, or NextPlay's documentation, including limits on queries, messages, tokens, compute, throughput or request rates, seats, exports, or Programmatic Access calls, and any other limit so described.

3. The Platform

3.1 The Platform is a hosted, natural-language research service that searches the Dataset and returns suggested results, for use in connection with the Customer's internal business purposes, including talent intelligence and recruitment, investor and transaction research, go-to-market and sales intelligence, and market analysis.

3.2 Outputs are generated by artificial intelligence from information compiled from publicly available sources and are provided on the basis set out in clause 13.

3.3 NextPlay may modify, supplement, or discontinue features of the Platform from time to time. Where a modification materially reduces the core functionality of a paid Plan, clause 22.3 applies as though the modification were a variation of these Terms.

4. Accounts and Authorised Users

4.1 Account credentials are personal to the Authorised User to whom they are issued. Each seat may be used by one individual only, and credentials must not be shared. The Customer is responsible for all activity occurring under its account and must notify NextPlay promptly upon becoming aware of any suspected unauthorised access.

4.2 The Customer must provide accurate account information and keep it current. NextPlay may rely on the email addresses associated with the Customer's account for the giving of notices under these Terms.

4.3 You must not: (a) create or operate accounts for the purpose of circumventing these Terms or any Usage Limit, including by the bulk creation of accounts; or (b) register a new account following suspension or termination for breach, without NextPlay's prior written consent.

4.4 You must not access or use the Platform if you carry on a business that competes with NextPlay or the Platform, or on behalf of any person who does. If the Customer undergoes a change of control in favour of, or is acquired by or merged with, such a competitor, NextPlay may terminate these Terms by notice to the Customer.

5. Licence

5.1 Subject to these Terms and to payment of the applicable fees, NextPlay grants the Customer a non-exclusive, non-transferable licence for its Authorised Users to access and use the Platform, and to use Outputs, for the Customer's internal business purposes, including talent intelligence and recruitment, investor and transaction research, go-to-market and sales intelligence, market analysis, and similar internal business intelligence purposes.

5.2 All rights not expressly granted are reserved. The Platform and the Dataset are licensed, not sold, and nothing in these Terms transfers to the Customer any ownership of, or any interest in, the Platform or the Dataset or any part of either.

6. Restrictions for the protection of the Dataset

6.1 You must not, and must not permit, procure, or assist any other person to:

(a) scrape, harvest, or systematically collect Dataset content by any automated or manual process, other than through ordinary use of the interfaces NextPlay provides for the uses permitted by clause 5 (which may include use assisted by artificial-intelligence tools);

(b) systematically query, prompt, or otherwise use the Platform (including through the natural-language interface, Programmatic Access, or any artificial-intelligence agent or tool) in a manner designed, or reasonably likely, to extract, harvest, or reproduce a substantial portion of the Dataset, whether in a single session or by accumulation over time;

(c) circumvent or attempt to circumvent any Usage Limit or any technical or security measure, including by the use of multiple accounts, the sharing or rotation of credentials, or the configuration of usage so as to avoid a limit;

(d) sell, resell, sublicense, publish, distribute, or otherwise disclose the Dataset or any substantial part of it to any third party (including a related body corporate of the Customer), or incorporate it into any third-party database, product, or service, without NextPlay's prior written consent;

(e) use the Dataset or any Output to develop, populate, improve, or train any product, database, index, dataset, or artificial-intelligence model that competes with the Platform, or use the Platform for the purpose of competitive analysis of, or benchmarking against, NextPlay;

(f) use the Dataset or any Output for list brokering, for the resale of contact or profile information, for bulk or automated outreach campaigns, or for the sending of unsolicited commercial electronic messages;

(g) use the Dataset or any Output as, or as a component of, a background, criminal-record, credit, or identity check or any similar regulated verification service, or for the purpose of assessing any individual's eligibility for credit, insurance, or tenancy; or

(h) remove or obscure any proprietary notice, or represent any Output as having been created by a human or as the Customer's own independent research in any disclosure to a third party.

6.2 You acknowledge that a breach of this clause 6 would cause NextPlay harm for which damages would not be an adequate remedy, and that NextPlay is entitled to seek injunctive or other equitable relief in respect of any such breach, in addition to any other remedy available to it. Clause 20.4 applies to any breach of this clause 6.

7. Outputs, exports, and Customer work product

7.1 Where the Plan permits the export of results (including in CSV format), exported material is licensed under clause 5 and not sold, and remains subject to clauses 6 and 12.

7.2 As between the parties, shortlists, reports, notes, and analyses created by the Customer using the Platform may be retained and used by the Customer for its internal business purposes, both during and after the term of these Terms, provided that clauses 6 and 12 continue to apply to any Dataset content contained in them.

7.3 If NextPlay terminates these Terms for the Customer's breach, the Customer must, on request, permanently delete all exported Dataset content and all compilations derived from it, and certify in writing to NextPlay that it has done so.

8. Programmatic Access

8.1 Where NextPlay makes Programmatic Access available, it may be used only with credentials issued by NextPlay, only by the Customer, and only in accordance with these Terms. Credentials are confidential and must not be shared, sold, transferred, or embedded in any product or service made available to any third party.

8.2 The connection of a third-party artificial-intelligence client or tool to the Platform (including by means of MCP) does not affect the Customer's obligations under these Terms. All material accessed or generated through such a connection is subject to these Terms, and the Customer's use of the third-party tool is governed by the terms of its provider.

8.3 NextPlay may set, monitor, and vary rate and volume limits applicable to Programmatic Access, may require the Customer to provide information reasonably necessary to verify usage patterns, and may suspend or revoke a particular integration, credential, or connection (without suspending the Customer's account generally) where NextPlay reasonably considers that it is being used in breach of these Terms or presents a risk to the Platform.

8.4 Programmatic Access is a feature of the Platform and may be modified or withdrawn in accordance with clause 3.3.

9. Fees and payment

9.1 The Customer must pay the fees set out in the Plan. Fees may comprise per-seat charges, usage-based charges, or both. Usage-based fees are calculated by reference to NextPlay's measurements of the Customer's usage.

9.2 Unless the Plan provides otherwise, fees are payable in advance by credit card through NextPlay's payment processor, and subscriptions renew automatically for successive periods of the same duration at the then-current fees, unless either party gives notice of non-renewal before the renewal date. NextPlay will notify the Customer before each renewal.

9.3 Where NextPlay agrees in writing, fees may instead be invoiced to the Customer, in which case payment is due within 14 days of the date of invoice.

9.4 Fees are exclusive of GST and all other taxes and duties. Where GST is payable on a taxable supply made under these Terms, the recipient must pay to the supplier an additional amount equal to the GST, subject to receipt of a valid tax invoice. Terms used in this clause 9.4 have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

9.5 NextPlay may vary its fees and Plans. A fee increase takes effect on the later of the Customer's next renewal date and the date 30 days after notice of the increase is given, and the Customer may cancel its subscription with effect before the increase takes effect. NextPlay may correct genuine pricing errors by notice.

9.6 If any amount remains unpaid after its due date, NextPlay may: (a) charge interest on the overdue amount at the rate of 2% per annum above the Reserve Bank of Australia cash rate target; (b) re-attempt payment against the Customer's nominated payment method; and (c) following notice of non-payment and the expiry of a further 7 days, suspend access to the Platform until payment is made. Except as expressly stated in these Terms or required by law, fees are non-refundable.

9.7 Where NextPlay offers a free trial or free tier, it is provided for evaluation purposes, may be limited, varied, or withdrawn at any time, and may be suspended under clause 15 without prior notice.

10. Usage Limits and fair use

10.1 The Customer's use of the Platform is subject to the Usage Limits applicable to its Plan. The Platform is provided for genuine interactive and programmatic business use and not for bulk consumption of the Dataset.

10.2 Where the Customer exceeds a Usage Limit, where usage threatens the security, integrity, or availability of the Platform, or where NextPlay reasonably suspects use in breach of clause 6, NextPlay may throttle, queue, or temporarily restrict the Customer's access, and may temporarily apply limits lower than those documented where reasonably necessary to protect the Platform. NextPlay will use reasonable endeavours to notify the Customer of any such measure.

10.3 NextPlay will apply enforcement measures proportionately, ordinarily proceeding by warning or throttling before suspension, and by suspension before termination, but may act immediately where it reasonably considers the relevant conduct to be serious, deliberate, or a threat to the Platform or the Dataset.

10.4 A Customer who considers that a limit or restriction has been applied in error, or who requires higher limits for a legitimate use case, may apply to NextPlay at the contact address in clause 23.8, and NextPlay will review the application promptly.

11. Customer Content

11.1 The Customer retains all ownership rights in Customer Content.

11.2 The Customer grants NextPlay a non-exclusive, worldwide, royalty-free licence to use Customer Content to operate, maintain, secure, and improve the Platform, including for the development and training of the models and systems by which the Platform is provided. Use under this clause remains subject to clause 11.3, and no such use will disclose Customer Content to any other customer.

11.3 NextPlay will treat Customer Content as the Customer's confidential information. NextPlay will not disclose Customer Content to any other customer, and will not make it available to any third party other than: (a) NextPlay's service providers, who are bound by obligations of confidentiality and are permitted to process it only for the purpose of providing services to NextPlay; and (b) as required by law. NextPlay's third-party artificial-intelligence model providers are permitted to process Customer Content only for the purpose of providing services to NextPlay.

11.4 The Customer must not submit to the Platform any information that the Customer does not have the right to provide, and must exercise reasonable care to avoid submitting sensitive information (within the meaning of the Privacy Act 1988 (Cth)) relating to any individual. Where sensitive information is nonetheless included in Customer Content, the Customer is responsible for ensuring that it holds any consent required for its disclosure, and NextPlay may delete such information and will not otherwise use it.

12. Privacy and information concerning individuals

12.1 Certain Dataset content and Outputs comprise personal information concerning individuals, compiled from publicly available sources. In collecting, using, or disclosing any such information, the Customer must comply with all applicable laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Spam Act 2003 (Cth) in respect of commercial electronic messages, and applicable anti-discrimination legislation (together, "Privacy Laws"). NextPlay has not obtained, and the Customer must not represent or assume that NextPlay has obtained, the consent of any individual to the Customer's use of information concerning that individual.

12.2 Without limiting clause 6, the Customer must not use personal information obtained from the Platform to contact an individual otherwise than in a professional context for a purpose within clause 5.1, and must give effect to any request by an individual that the Customer cease contacting them.

12.3 As between the parties: NextPlay is responsible for its compilation and hosting of the Dataset, as described in the NextPlay Intelligence Privacy Policy; and the Customer is responsible for all acts and omissions of the Customer in connection with Outputs and personal information obtained from the Platform, including outreach, decisions, and any further use or disclosure.

13. Outputs and decisions

13.1 Outputs are generated by artificial intelligence and are probabilistic in nature. Outputs may be inaccurate, incomplete, or out of date, or may reflect bias present in underlying information, and the underlying information is itself subject to frequent change. NextPlay gives no warranty as to the accuracy, completeness, currency, or impartiality of any Output. An Output referring to a person or company is not a representation of verified fact by NextPlay and does not constitute an endorsement.

13.2 The Customer must ensure that a human reviews and independently verifies any Output before the Customer relies or acts on it, and must not treat any Output as the sole or determinative basis for any decision. The Customer acknowledges that similar queries may produce similar Outputs for other customers, and that this does not constitute a breach of these Terms.

13.3 All decisions made or informed by the Customer's use of the Platform, including hiring and engagement decisions, investment and transaction decisions, and commercial decisions of any kind, are made by the Customer at the Customer's own risk. To the maximum extent permitted by law, NextPlay has no liability for any decision made, or any action taken or not taken, by the Customer in reliance on the Platform or any Output.

13.4 Outputs constitute information only and do not constitute advice. NextPlay does not provide legal, financial, investment, or compliance advice, does not hold an Australian financial services licence, and nothing on or generated by the Platform constitutes a recommendation to acquire or dispose of any financial product or to engage or not engage any person.

13.5 As between the parties, the Customer is the deployer and operator of the Platform's artificial-intelligence capabilities for the purposes of any law regulating artificial intelligence, automated decision-making, or automated employment or screening tools, in any jurisdiction, and the Customer is responsible for discharging any notice, assessment, audit, or other obligation imposed by any such law on the user or deployer of an artificial-intelligence system.

14. Availability

14.1 NextPlay will use reasonable endeavours to make the Platform available, but does not warrant that the Platform will be uninterrupted or error-free. Availability may be affected by maintenance, updates, and matters beyond NextPlay's reasonable control, including the acts and omissions of third-party providers.

15. Suspension

15.1 NextPlay may suspend access to the Platform, in whole or in part (including in respect of a particular Authorised User or integration), where reasonably necessary because: (a) NextPlay reasonably suspects a breach of clause 6 or another material breach of these Terms; (b) there is a risk to the security or integrity of the Platform or the Dataset, or a risk of harm to other customers or any person; (c) suspension is required by law; or (d) amounts remain unpaid in the circumstances described in clause 9.6.

15.2 NextPlay will use reasonable endeavours to notify the Customer of any suspension, to limit the suspension to what is reasonably necessary, and to restore access promptly once the grounds for suspension are resolved. A Customer who considers that a suspension has been applied in error may apply to NextPlay at the contact address in clause 23.8, and NextPlay will review the application promptly.

16. Termination

16.1 Either party may terminate these Terms: (a) by notice, if the other party commits a material breach that is not remedied within 14 days of notice requiring it to be remedied; or (b) immediately by notice, if the other party becomes insolvent, enters administration or liquidation, or ceases to carry on business. NextPlay may terminate immediately by notice in the case of a serious or deliberate breach of clause 6, and may terminate under clause 4.4.

16.2 The Customer may cancel its subscription at any time, with effect from the end of the then-current billing period. NextPlay may terminate these Terms for convenience on 30 days' notice, with effect no earlier than the end of any period for which the Customer has paid, in which case NextPlay will refund on a pro-rata basis any fees prepaid in respect of the period after termination.

16.3 On termination: (a) the Customer's access to the Platform ceases; (b) clause 7 applies to exported material and Customer work product; (c) accrued fees remain payable; and (d) fees prepaid in respect of the period after termination will be refunded on a pro-rata basis where NextPlay terminates otherwise than for the Customer's breach, and are not refundable where NextPlay terminates for the Customer's breach. Clauses 6, 7, 11.3, 12, 13, 17, 18, 20, 21, and 23 survive termination.

16.4 NextPlay may retain records of conduct in breach of these Terms to the extent reasonably necessary to protect the Platform, its customers, or any person.

17. Confidentiality

17.1 Each party must keep confidential, and use only for the purposes of these Terms, all confidential information of the other party. The Dataset, the Platform, these Terms, and the Customer's Plan pricing are the confidential information of NextPlay. Customer Content and records of the Customer's usage of the Platform are the confidential information of the Customer.

17.2 Clause 17.1 does not apply to information that: (a) is or becomes publicly available otherwise than through a breach of these Terms; (b) was lawfully known to the recipient before disclosure; (c) is received from a third party entitled to disclose it; (d) is independently developed without use of the discloser's confidential information; or (e) is required to be disclosed by law or by a regulator, provided that (where lawful) the recipient gives the discloser prompt notice of the requirement.

18. Intellectual property

18.1 NextPlay owns all intellectual property rights in the Platform and the Dataset, including all enrichments, models, improvements, and derived works. The Customer assigns to NextPlay all rights in any feedback or suggestions concerning the Platform, and NextPlay may use such feedback without restriction. No rights are granted to the Customer other than the licence in clause 5.

18.2 The Customer grants NextPlay a non-exclusive, royalty-free licence to use the Customer's name and logo to identify the Customer as a customer of the Platform on NextPlay's website and in NextPlay's marketing materials.

19. Australian Consumer Law

19.1 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Customer by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot lawfully be excluded, restricted, or modified.

19.2 To the extent that a consumer guarantee applies and NextPlay is entitled to limit its liability for a failure to comply with it, NextPlay's liability is limited, at NextPlay's option, to supplying the services again or paying the cost of having the services supplied again.

20. Limitation of liability

20.1 Subject to clause 19, the Platform, the Dataset, and Outputs are provided on an "as is" and "as available" basis, and all conditions, warranties, guarantees, and representations not expressly set out in these Terms are excluded to the maximum extent permitted by law.

20.2 Subject to clauses 19 and 20.4, neither party is liable to the other for any indirect or consequential loss, loss of profits, loss of revenue, loss of goodwill, loss of data, or loss of business opportunity, however arising, whether in contract, tort (including negligence), statute, or otherwise.

20.3 Subject to clauses 19 and 20.4, the total aggregate liability of each party under or in connection with these Terms is limited to the total fees paid by the Customer in the 12 months preceding the event giving rise to the liability or, where access is provided free of charge, to AUD $500.

20.4 Clauses 20.2 and 20.3 do not apply to: (a) the Customer's breach of clause 6; (b) the Customer's liability under clause 21; (c) a party's fraud or wilful misconduct; or (d) liability for death or personal injury caused by a party's negligence.

21. Indemnity

21.1 The Customer indemnifies NextPlay against all loss, damage, liability, and costs (including reasonable legal costs) arising from any third-party claim to the extent caused by: (a) the Customer's use of Outputs or of personal information in breach of clause 12 or of any Privacy Law; (b) any decision made by the Customer as described in clause 13.3, including any claim alleging discrimination or breach of a law described in clause 13.5; (c) Customer Content; or (d) the Customer's breach of clause 6.

22. Variation of these Terms

22.1 NextPlay may vary these Terms where reasonably necessary to reflect changes to the Platform, to NextPlay's business, or to applicable law.

22.2 NextPlay will give the Customer at least 30 days' notice, by email or through the Platform, of any variation that materially adversely affects the Customer, except a variation required by law, which takes effect as soon as reasonably practicable. Other variations take effect on notice. No variation applies retrospectively.

22.3 If a variation materially adversely affects the Customer, the Customer may terminate these Terms by notice given within 30 days of NextPlay's notice of the variation, and NextPlay will refund on a pro-rata basis any fees prepaid in respect of the period after termination.

23. General

23.1 Governing law and jurisdiction. These Terms are governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and of the courts entitled to hear appeals from them.

23.2 Dispute resolution. A party must not commence court proceedings (except proceedings seeking urgent injunctive or equitable relief) unless it has first given the other party notice of the dispute and the parties have attempted in good faith to resolve the dispute for a period of 30 days.

23.3 Assignment. The Customer must not assign or novate these Terms without NextPlay's prior written consent. NextPlay may assign or novate these Terms to a related body corporate, or in connection with a sale or restructure of its business, by notice to the Customer.

23.4 Force majeure. Neither party is liable for any delay or failure to perform an obligation (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control.

23.5 Relationship. The parties are independent contractors. Nothing in these Terms constitutes a partnership, joint venture, or relationship of employment or agency.

23.6 Severability. If a provision of these Terms is void or unenforceable, it is severed to the extent necessary, and the remaining provisions continue in force.

23.7 Entire agreement. These Terms, together with the documents incorporated under clause 1.3, constitute the entire agreement between the parties in relation to the Platform and supersede all prior negotiations, representations, and agreements on that subject matter.

23.8 Notices. Notices to the Customer may be given by email to an email address associated with the Customer's account or through the Platform. Notices to NextPlay must be given by email to support@nextplay.ai or by post to the registered address stated above.