TitanRDM Terms of Service

Effective Date: 25 May 2025

Last Updated: 25 May 2025

These Terms of Service ("Terms") govern your access to and use of TitanRDM ("the Service"), a cloud-based reference data management platform operated by Willow Box Pty Ltd ATF Willow Box Trust (ABN to be confirmed) ("we", "us", "our", "the Company"), a company registered in Queensland, Australia.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Definitions

• "Account" means the organisational account created to access the Service.
• "Customer" means the entity that has agreed to these Terms and subscribes to the Service.
• "Customer Data" means all data, files, and content uploaded, imported, or entered into the Service by or on behalf of the Customer.
• "User" means any individual authorised by the Customer to access and use the Service under the Customer's Account.
• "Subscription" means the paid or free plan under which the Customer accesses the Service.
• "Subscription Fees" means the fees payable by the Customer for the Service as set out in the applicable plan.

2. Account Registration and Access

2.1. You must provide accurate and complete information when creating an Account. You are responsible for maintaining the confidentiality of your login credentials.

2.2. You are responsible for all activities that occur under your Account and for ensuring that all Users comply with these Terms.

2.3. You must be at least 18 years of age to create an Account.

3. Service Description

3.1. TitanRDM is a cloud-based platform for managing, versioning, deploying, and distributing reference data across environments. The Service includes features such as branching, promotions, deployments, data imports/exports, API access, and user management.

3.2. We may update, modify, or enhance the Service from time to time. We will use reasonable efforts to notify you of material changes.

4. Subscription Plans and Payment

4.1. The Service is offered under various subscription tiers (Free, Team, Business, and Enterprise) with different feature sets, usage limits, and pricing as described on our website.

4.2. Paid subscriptions are billed in advance on a monthly basis. All fees are non-refundable except as expressly stated in these Terms or required by Australian Consumer Law.

4.3. We may change pricing upon 30 days' written notice. Price changes take effect at the start of the next billing cycle.

4.4. If payment fails, we may restrict your Account to read-only access after a reasonable grace period. We will notify you before any restriction is applied.

4.5. Usage overages (storage, SDK runs, API calls) are billed only if you have opted in to overage billing. Without opt-in, usage is capped at your plan limits.

5. Customer Data

5.1. You retain all rights, title, and interest in your Customer Data. We do not claim ownership of any Customer Data.

5.2. You grant us a limited, non-exclusive licence to host, store, process, and transmit your Customer Data solely to provide the Service.

5.3. We will not access, use, or disclose Customer Data except as necessary to provide the Service, comply with law, or as otherwise authorised by you.

5.4. You are solely responsible for the accuracy, quality, and legality of your Customer Data and the means by which you acquired it.

6. Acceptable Use

You must not use the Service to:

• Violate any applicable laws, regulations, or third-party rights.
• Upload or transmit malicious code, viruses, or harmful content.
• Attempt to gain unauthorised access to the Service or its infrastructure.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service for competitive analysis or to build a competing product.
• Exceed your plan's usage limits through automated means designed to circumvent rate limiting.
• Store or process data that is subject to regulatory requirements (e.g., HIPAA, PCI-DSS) that the Service is not designed to meet.

7. Intellectual Property

7.1. The Service, including all software, documentation, interfaces, designs, and trademarks, is owned by us or our licensors and is protected by intellectual property laws.

7.2. Nothing in these Terms transfers any intellectual property rights to you, other than the limited right to use the Service during your Subscription.

7.3. You may provide feedback, suggestions, or ideas about the Service. We may use such feedback without obligation to you.

8. Confidentiality

8.1. Each party agrees to keep confidential any non-public information received from the other party in connection with these Terms.

8.2. Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party.

9. Service Availability and Support

9.1. We will use commercially reasonable efforts to maintain Service availability. However, we do not guarantee uninterrupted or error-free operation.

9.2. Scheduled maintenance will be communicated in advance where practicable.

9.3. Support is provided via email at support@titanrdm.com during business hours (AEST/AEDT).

10. Suspension and Termination

10.1. By You: You may cancel your Subscription at any time. Cancellation takes effect at the end of the current billing period. Your data will be retained for 90 days after cancellation, after which it will be permanently deleted.

10.2. By Us: We may suspend or terminate your access if:

• You breach these Terms and fail to remedy the breach within 14 days of notice.
• Your Account has unpaid fees overdue by more than 30 days.
• We are required to do so by law.
• Your use poses a security risk to the Service or other customers.

10.3. Upon termination, you may request an export of your Customer Data within the 90-day retention period.

11. Disclaimer of Warranties

11.1. To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2. We do not warrant that the Service will meet your specific requirements or that any errors will be corrected.

11.3. Nothing in these Terms excludes or limits any guarantees, rights, or remedies that cannot be excluded or limited under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

12. Limitation of Liability

12.1. To the maximum extent permitted by applicable law, the aggregate liability of the Company arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total Subscription Fees paid by the Customer to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

12.2. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill, regardless of whether such damages were foreseeable or whether a party was advised of the possibility of such damages.

12.3. The limitations in this section apply to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, and other torts.

12.4. These limitations do not apply to: (a) a party's indemnification obligations; (b) liability that cannot be excluded or limited by law; or (c) wilful misconduct or fraud.

12.5. For Customers on the Free plan who have not paid any Subscription Fees, the Company's total liability shall not exceed AUD $100.

13. Indemnification

13.1. You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your Customer Data; or (c) your use of the Service in violation of applicable law.

13.2. We agree to indemnify and hold you harmless from any claims that the Service infringes a third party's intellectual property rights, provided you promptly notify us, grant us sole control of the defence, and cooperate with our reasonable requests.

13.3. Indemnification obligations are subject to the liability cap in Section 12.1.

14. Data Protection

14.1. We process personal data in accordance with our Privacy Policy and, where applicable, our Data Processing Agreement.

14.2. We comply with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles. For customers in the EU/EEA/UK, our Data Processing Agreement provides GDPR-compliant protections.

15. Governing Law and Dispute Resolution

15.1. These Terms are governed by the laws of Queensland, Australia.

15.2. The parties agree to submit to the exclusive jurisdiction of the courts of Queensland, Australia for the resolution of any disputes arising under these Terms.

15.3. Before commencing legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

16. General Provisions

16.1. Entire Agreement: These Terms, together with the Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and us regarding the Service.

16.2. Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

16.3. Waiver: A failure to enforce any right or provision shall not constitute a waiver of that right or provision.

16.4. Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.5. Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.

16.6. Notices: Notices to us should be sent to support@titanrdm.com. Notices to you will be sent to the email address associated with your Account.

17. Changes to These Terms

17.1. We may update these Terms from time to time. We will provide at least 30 days' notice of material changes via email or in-app notification.

17.2. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms.

18. Contact Us

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

• Email: support@titanrdm.com
• Entity: Willow Box Pty Ltd ATF Willow Box Trust
• Jurisdiction: Queensland, Australia