End-User Licence Agreement

1. Introduction

This End User Licence Agreement ("Agreement") governs your access to and use of the Vennur platform, including the Vennur website, Firm Portal, Client Portal, integrations, software, applications, financial briefing tools, audio briefing services and related products and services.

This Agreement is between you and Vennur Pty Ltd ("Vennur", "we", "our", or "us").

By accessing or using Vennur, creating an account, accepting an invitation, connecting accounting software, generating a briefing, listening to a briefing or otherwise using the Platform, you agree to be bound by this Agreement.

If you do not agree to this Agreement, you must not access or use Vennur.

2. About Vennur

Vennur is a software platform that helps accounting firms generate, review, publish and deliver financial briefings to their clients.

The Platform may include:
- firm account management;
- client entity management;
- accounting software integrations;
- financial data processing;
- AI-assisted briefing generation;
- script review workflows;
- audio briefing generation;
- client portal access;
- briefing history;
- role-based permissions;
- audit logs;
- reporting workflows; and
- related features and services.

Vennur is designed to assist accounting firms and business users by making financial information easier to understand and communicate. Vennur does not replace professional accounting, tax, legal, investment or financial advice.

3. Definitions

In this Agreement:

"Accounting Data" means financial, accounting, reporting and business information obtained from or connected to an accounting software platform or otherwise provided to Vennur.

"Client Entity" means a business, company, trust, sole trader, partnership or other entity whose information is processed through Vennur.

"Client User" means a user who accesses the Client Portal or receives briefings relating to a Client Entity.

"Content" means text, audio, data, information, files, scripts, briefings, reports, comments, inputs, outputs and other materials processed, generated, uploaded or made available through Vennur.

"Firm" means an accounting firm, advisory firm, bookkeeping firm or other professional services provider that uses Vennur to manage Client Entities or deliver briefings.

"Firm User" means a user authorised by a Firm to access the Firm Portal."Generated Content" means briefing scripts, summaries, key takeaways, audio briefings and other outputs generated through Vennur.

"Platform" means Vennur’s website, portals, software, integrations, applications, systems and related services."User", "you", or "your" means any person or entity accessing or using Vennur.

4. Eligibility and Authority

You may use Vennur only if you have the legal capacity and authority to enter into this Agreement.

If you use Vennur on behalf of a Firm, Client Entity, company or other organisation, you represent that you have authority to bind that organisation to this Agreement.

If you connect accounting software, grant permissions, upload information, invite users or manage access to a Client Entity, you represent that you have authority to do so.

Vennur may rely on actions taken through your account as authorised by you or by the organisation you represent.

5. Licence to Use Vennur

Subject to your compliance with this Agreement, Vennur grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform for your internal business purposes.

This licence allows you to use Vennur only in accordance with:
- this Agreement;
- our Privacy Policy;
- any applicable order form, subscription, pilot agreement or commercial agreement;
- applicable laws;
- applicable accounting software platform rules; and
- any instructions or documentation provided by Vennur.

No ownership rights in the Platform are transferred to you.

6. Account Registration and Security

To use certain features of Vennur, you may need an account.

You agree to:
- provide accurate account information;
- keep your login credentials confidential;
- use strong passwords;
- not share your account with unauthorised persons;
- promptly update inaccurate account information;
- notify Vennur if you suspect unauthorised access;
- ensure that users invited by you are authorised to access the relevant information; and
- comply with all reasonable security instructions.

You are responsible for all activity that occurs under your account, except to the extent caused by Vennur’s breach of this Agreement or applicable law.
Vennur is not responsible for loss caused by your failure to maintain the security of your account credentials.

7. Firm Administrators and User Permissions

Vennur may allow Firm administrators or authorised Firm Users to manage users, permissions and Client Entity access.

Firm administrators may be able to:
- add or remove users;
- assign users to Client Entities;
- grant or remove publishing rights;
- control access to firm and client information;
- connect or disconnect integrations;
- manage briefing settings;
- manage entity status;
- review audit logs; and
- configure other Platform settings.

Firms are responsible for ensuring that access rights are appropriate and up to date.If a user should no longer have access, the relevant Firm administrator must remove or update that user’s access promptly.
Vennur may rely on permissions configured within the Platform unless we are notified of an error or unauthorised access.

8. Client Users

Client Users may access the Client Portal to view or listen to financial briefings and related content made available to them.
Client Users acknowledge that:
- access may be controlled by the relevant Firm or administrator;
- available content may depend on the Firm’s settings and permissions;
- Vennur may not independently verify all underlying financial information;
- briefings are informational only;
- professional advice should be obtained before making significant business decisions; and
- access may be suspended or removed if the relevant Firm or Vennur determines that access is no longer appropriate.

9. Acceptable Use

You must use Vennur lawfully and responsibly.

You must not:

- use Vennur for unlawful, fraudulent or misleading purposes;
- access or attempt to access data you are not authorised to access;
- interfere with or disrupt the Platform;
- attempt to bypass security controls;
- reverse engineer, decompile or disassemble the Platform;
- copy, scrape, harvest or extract Platform content except as permitted by Vennur;
- introduce viruses, malware or harmful code;
- use Vennur to transmit unlawful, defamatory, offensive or harmful material;
- impersonate another person or organisation;
- misrepresent your authority;
- use Vennur to generate misleading financial information;
- overload or stress-test the Platform without written permission;
- use automated systems to access the Platform without authorisation;
resell, sublicense or commercially exploit the Platform except as permitted by a written agreement;
- remove proprietary notices;
- use Vennur in breach of third-party platform terms; or
- use Vennur in a way that could damage Vennur, its users, connected accounting platforms or third-party service providers.

10. Accounting Software Integrations

Vennur may allow you to connect supported accounting software platforms, including QuickBooks Online and other accounting systems where available.

By connecting an accounting platform, you authorise Vennur to access, retrieve, process and use relevant Accounting Data from that platform for the purpose of providing the service.

You are responsible for:
- ensuring that you have authority to connect the accounting platform;
- ensuring that the correct entity is connected;
- managing permissions in the accounting platform;
- complying with the accounting platform’s terms;
- ensuring the accuracy of information in the accounting platform;
- disconnecting integrations when access is no longer required; and
- ensuring that connected data may lawfully be used in Vennur.

Vennur is not responsible for errors, outages, data limitations or permission issues caused by third-party accounting platforms.
If an integration is disconnected, expires, fails or is revoked, Vennur may be unable to refresh Accounting Data or generate new briefings.

11. Accounting Software Files

Where Vennur connects to accounting software such as QuickBooks Online and sudry such software, you authorise Vennur to access data in accordance with the permissions granted through the Intuit authorisation process.

Your use of e.g. QuickBooks remains governed by Intuit’s terms, privacy policy, developer platform rules and applicable service conditions.

Vennur does not control QuickBooks, Intuit’s systems or the availability of Intuit APIs.

Vennur is not responsible for any inability to access QuickBooks data caused by changes to Intuit’s platform, permissions, APIs, outage, account status or authorisation settings

12. Customer Data and Ownership

As between you and Vennur, you or the organisation you represent retain ownership of Customer Data provided to Vennur.
"Customer Data" includes Accounting Data, business information, user inputs and other information submitted to or connected with Vennur by or on behalf of a Firm or Client Entity.

You grant Vennur a licence to host, copy, process, transmit, display, analyse and use Customer Data as reasonably necessary to:
- provide the Platform;
- generate briefings;
- create audio content;
- maintain integrations;
- provide support;
- troubleshoot errors;
- secure the Platform;
- improve and develop services;
- comply with law; and
- enforce this Agreement.

Vennur will handle Customer Data in accordance with this Agreement, our Privacy Policy and any applicable written agreement with the relevant customer.

13. Generated Content

Vennur may generate briefing scripts, summaries, key takeaways, audio files and other outputs based on Customer Data and Platform functionality.

Subject to your compliance with this Agreement and any applicable commercial agreement, you may use Generated Content for your internal business purposes and, where applicable, for communication between a Firm and its Client Entity.

You acknowledge that Generated Content:
- may be automatically generated;
- may contain errors or omissions;
- may require review before publication or reliance;
- may depend on the accuracy and completeness of underlying Accounting Data;
- may not identify every issue relevant to a business;
- may not reflect events outside the data available to Vennur; and
- is not a substitute for professional advice.

Firms are responsible for determining whether Generated Content should be reviewed, regenerated, edited, approved or published.

14. AI-Assisted Outputs

Vennur uses automated and AI-assisted technologies to help generate financial briefings.

AI-assisted outputs are probabilistic and may not always be accurate, complete or appropriate for a particular business context.
You must not rely on AI-assisted outputs as the sole basis for financial, accounting, tax, legal, investment or strategic decisions.
You are responsible for exercising professional judgment and, where appropriate, obtaining advice from qualified professionals.

Vennur does not represent that AI-assisted outputs will identify all risks, opportunities, anomalies, errors, compliance issues or business concerns.

15. No Professional Advice

Vennur provides software and technology services.

Vennur does not provide:
- accounting advice;
- tax advice;
- legal advice;
- financial product advice;
- investment advice;
- audit services;
- assurance services;
- insolvency advice;
- valuation advice; or
- professional advisory services.

Any financial briefing, summary, explanation or audio update generated by Vennur is provided for informational purposes only.
Users remain responsible for their own decisions and should seek advice from appropriately qualified professionals before acting on information provided through Vennur.

No accountant-client, adviser-client, fiduciary or professional relationship is created between Vennur and any user merely by use of the Platform.

16. Accuracy of Information

Vennur’s outputs depend on the information available to the Platform.

You acknowledge that Vennur may produce incomplete or inaccurate outputs where:

- Accounting data is incomplete;
- source data is inaccurate;
- integrations fail;
- account mappings are inconsistent;
- reporting periods are incorrect;
- bank feeds are delayed;
- reconciliations are incomplete;
- transactions are miscoded;
- tax settings are incorrect;
- comparative data is unavailable;
- users provide incorrect inputs; or
- third-party systems return incomplete information.

You are responsible for checking source data and reviewing outputs before relying on them.

17. Intellectual Property

Vennur and its licensors own all rights, title and interest in and to the Platform, including:
- software;
- source code;
- object code;
- workflows;
- user interfaces;
- designs;
- databases;
- models;
- prompts;
- templates;
- business logic;
- documentation;
- trade marks;
- logos;
- branding;
- product names;
- know-how;
- confidential information; and
- all related intellectual property rights.

You must not copy, modify, reproduce, distribute, create derivative works from or exploit Vennur intellectual property except as expressly permitted by this Agreement or by written agreement with Vennur.
All rights not expressly granted are reserved by Vennur.

18. Feedback

If you provide feedback, suggestions, ideas, requests or recommendations about Vennur, you grant Vennur a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate that feedback without restriction or compensation.

Vennur is not required to treat feedback as confidential unless we have expressly agreed otherwise in writing.

19. Confidentiality

During your use of Vennur, you may access confidential information belonging to Vennur, a Firm, a Client Entity or another user.

You must not use or disclose confidential information except as authorised and reasonably necessary to use the Platform.

Confidential information may include:
- non public financial information;
- client business information;
- Platform functionality;
- product roadmaps;
- pricing;
- security information;
- user access information;
- integration details; and
- any information that would reasonably be understood to be confidential.

This obligation does not apply to information that is public through no fault of yours or that you are required to disclose by law.

20. Privacy

Vennur handles personal information in accordance with our Privacy Policy.

By using Vennur, you acknowledge that Vennur may collect, use, disclose, store and process information as described in the Privacy Policy.

Where you provide personal information about another person, you represent that you have authority to do so and that you have made any required notifications or obtained any required consents

21. Third-Party Services

Vennur may rely on third-party services to provide the Platform, including:
- cloud hosting;
- authentication;
- databases;
- accounting software APIs;
- AI processing;
- audio generation;
- email delivery;
- analytics;
- monitoring;
- customer support tools; and
- security services.
Vennur is not responsible for third-party services outside its reasonable control.Your use of third-party services may be subject to separate terms and privacy policies.
The availability and functionality of Vennur may depend on the continued availability of third-party services.

22. Service Availability

Vennur aims to provide a reliable Platform but does not guarantee that the Platform will be uninterrupted, error-free or available at all times.

The Platform may be unavailable due to:
- maintenance;
- updates;
- infrastructure issues;
- security incidents;
- third-party outages;
- accounting platform API issues;
- internet failures;
- force majeure events;
- misuse;
- defects;
- changes to third-party systems; or
- events beyond Vennur’s reasonable control.

Vennur may modify, suspend or discontinue parts of the Platform from time to time.

23. Support

Vennur may provide support through email, online channels, documentation, onboarding sessions or other methods determined by Vennur.

Support availability may depend on the relevant subscription, pilot, commercial agreement or service arrangement.
Vennur does not guarantee resolution of all issues, particularly where an issue is caused by third-party systems, incorrect source data, user error or unsupported configurations.

24. Updates and Changes to the Platform

Vennur may update, modify, improve or remove features at any time.

Changes may include:new features;
- interface updates;
- workflow changes;
- integration improvements;
- security enhancements;
- AI model changes;
- audio generation improvements;
- bug fixes;
- removal of deprecated features; and
- changes required by law or third-party platform rules.

You acknowledge that Vennur is an evolving software platform and that functionality may change over time.

25. Beta, Pilot and Trial Features

Vennur may make beta, pilot, preview, experimental or early-access features available.

Such features may be incomplete, unstable, limited or subject to change.Beta, pilot and trial features are provided for evaluation and feedback and may be modified, suspended or discontinued without notice.Vennur makes no commitment that beta or pilot features will become generally available.

26. Fees and Commercial Terms

Fees, subscriptions, pilots, usage arrangements, billing terms and commercial commitments may be set out in a separate order form, proposal, pilot agreement, subscription agreement or other written arrangement.

If there is a conflict between this Agreement and a signed commercial agreement between Vennur and a customer, the signed commercial agreement will prevail to the extent of the inconsistency.

Unless expressly stated otherwise, access to Vennur may be suspended if applicable fees are not paid or if a commercial arrangement ends.

27. Suspension

Vennur may suspend access to the Platform immediately if:
- you breach this Agreement;
- payment is overdue under an applicable commercial agreement;
- your use creates a security risk;
- your use may harm Vennur, users or third parties;
- you are using the Platform unlawfully;
- unauthorised access is suspected;
- an integration is compromised;
- required by law;
- a third-party platform requires suspension; or
- suspension is reasonably necessary to protect the Platform.

Where reasonable, Vennur may provide notice of suspension. However, notice may not be provided where urgent action is required for security, legal or operational reasons.

28. Termination

You may stop using Vennur at any time.

Vennur may terminate or restrict your access if:
- you materially breach this Agreement;
- your account is inactive;
- your Firm or organisation ends its relationship with Vennur;
- the relevant Client Entity is removed;
- a commercial agreement expires or is terminated;
- required by law;
- third-party services become unavailable; or
- Vennur discontinues the relevant service.

After termination, your right to access and use Vennur ends.Certain provisions of this Agreement will continue after termination, including provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, governing law and any provisions that by their nature should survive.

29. Data After Termination

Following termination or expiry of access, Vennur may retain, delete or de-identify data in accordance with:
- our Privacy Policy;
- applicable law;
- security requirements;
- backup and retention practices;
- any applicable commercial agreement; and
- reasonable customer instructions.

Vennur may retain records where necessary for legal, accounting, audit, security, dispute resolution or legitimate business purposes.

30. Warranties and Disclaimers

To the maximum extent permitted by applicable law, Vennur is provided on an "as is" and "as available" basis.

Vennur does not warrant, represent or guarantee that:
- the Platform will be uninterrupted, secure or error-free;
- all defects will be corrected;
- data from third-party platforms will always be available, complete or accurate;
- accounting software integrations will remain available without interruption;
- generated content will be accurate, complete or suitable for every business context;
- financial briefings will identify every material issue, risk, opportunity or anomaly;
- the Platform will meet every user requirement;
- the Platform will be compatible with every system, browser, device or accounting platform;
- use of the Platform will result in any particular financial, commercial or business outcome; or
- the Platform will be free from unauthorised access, cyber incidents or external service failures.

Vennur does not make any warranties other than those expressly stated in this Agreement or required by applicable law. Nothing in this Agreement excludes, restricts or modifies any rights, warranties, guarantees or remedies that cannot lawfully be excluded, restricted or modified.

31. Limitation of Liability

To the maximum extent permitted by applicable law, Vennur is not liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage.

This includes, without limitation:loss of profit;
- loss of revenue;
- loss of goodwill;
- loss of opportunity;
- loss of anticipated savings;
- loss of data;
- business interruption;
- reputational harm;
- loss arising from reliance on Generated Content;
- loss arising from inaccurate or incomplete Accounting Data;
- loss arising from third-party accounting software;
- loss arising from third-party service providers; or
- loss arising from unauthorised access caused by user error, compromised credentials or incorrect permissions.

To the maximum extent permitted by applicable law, Vennur’s total aggregate liability arising out of or in connection with this Agreement or the Platform is limited to the greater of:the amount paid to Vennur for the relevant service in the 12 months before the event giving rise to the claim; or
USD $100 or the equivalent amount in the currency in which the service was purchased.Where liability cannot be excluded but may be limited, Vennur’s liability is limited to the maximum extent permitted by applicable law.

32. Indemnity

You agree to indemnify and hold harmless Vennur, its directors, officers, employees, contractors, service providers and affiliates from and against any losses, liabilities, claims, damages, costs and expenses arising from:
- your breach of this Agreement;
- your unlawful use of the Platform;
- your unauthorised disclosure of information;
- your unauthorised connection of accounting software;
- your provision of inaccurate, unlawful or unauthorised data;
- your infringement of third-party rights;
- your misuse of Generated Content;
- your breach of third-party platform terms;
- your failure to maintain appropriate user permissions;
- your failure to review Generated Content before relying on it; or
- any claim made by a third party arising from your use of Vennur.

This indemnity is reduced to the extent the relevant loss is caused by Vennur’s fraud, wilful misconduct or breach of this Agreement.

33. Mandatory Legal Rights

Some jurisdictions provide users with rights, guarantees, warranties or remedies that cannot be excluded, restricted or modified by contract.

Nothing in this Agreement is intended to exclude, restrict or modify any mandatory legal right that applies to you.

Where Vennur is permitted to limit a remedy under applicable law, Vennur limits its liability to the maximum extent permitted by that law.

The rights and remedies in this Agreement operate in addition to any mandatory rights you may have under applicable consumer protection, privacy, data protection or business laws.

34. Export, Sanctions and Restricted Use

You must not access or use Vennur in breach of any applicable export control, sanctions, trade restriction or anti-corruption law.

You represent that:
- you are not located in a jurisdiction where use of the Platform is prohibited by applicable law;
- you are not subject to sanctions that would prohibit Vennur from providing services to you;
- you will not use Vennur for any prohibited, restricted or unlawful purpose; and
- you will not make the Platform available to any person or entity where doing so would breach applicable law.

Vennur may suspend or terminate access where it reasonably believes that continued access may breach export, sanctions, trade restriction or other legal requirements.

35. Electronic Communications

You consent to receiving communications from Vennur electronically.

Electronic communications may include:
- account notices;
- security alerts;
- integration notices;
- support messages;
- product updates;
- service announcements;
- legal updates;
- billing or subscription notices; and
- administrative communications.

Vennur may communicate with you by email, Platform notification, website notice or other electronic means.
You are responsible for keeping your contact details up to date.

36. Changes to This Agreement

Vennur may update this Agreement from time to time to reflect changes to the Platform, our business, applicable law, third-party integrations or operational requirements.

The updated version will be published on our website with a revised effective date.Where changes are material, Vennur may take reasonable steps to notify users.

Your continued use of Vennur after an updated Agreement takes effect constitutes acceptance of the updated Agreement.

If you do not agree to an updated Agreement, you must stop using the Platform.

37. Assignment

You must not assign, transfer or novate your rights or obligations under this Agreement without Vennur’s prior written consent.

Vennur may assign, transfer or novate its rights and obligations under this Agreement in connection with:
- a merger;
- acquisition;
- corporate restructure;
- financing;
- sale of assets;
- transfer of business operations;
- change of control; or
- internal group reorganisation.

Any assignment by Vennur will not reduce the protections given to users under this Agreement unless permitted by applicable law.

38. Severability

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision will be severed, modified or read down to the minimum extent necessary.

The remaining provisions will continue in full force and effect.

39. Waiver

A failure or delay by Vennur to enforce any right under this Agreement does not constitute a waiver of that right.
A waiver must be in writing and applies only to the specific instance for which it is given.

40. Entire Agreement

This Agreement, together with the Privacy Policy and any applicable written commercial agreement, constitutes the entire agreement between you and Vennur regarding your use of the Platform.

It supersedes any prior discussions, representations or understandings regarding the Platform.

If there is a conflict between this Agreement and a signed commercial agreement between Vennur and a customer, the signed commercial agreement will prevail to the extent of the inconsistency.

41. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Victoria, Australia, unless a separate written agreement between Vennur and the relevant customer states otherwise.

The parties agree to first attempt to resolve any dispute in good faith by contacting each other and providing reasonable details of the issue.

If a dispute cannot be resolved informally, the parties submit to the courts of Victoria, Australia, except where applicable law requires a different forum or gives a party mandatory rights in another jurisdiction.

Nothing in this clause prevents Vennur from seeking urgent injunctive or equitable relief in any appropriate jurisdiction where necessary to protect its intellectual property, confidential information, security, systems or users.

42. Contact

Questions about this Agreement may be directed to:

Vennur Pty Ltd
Email: info@vennur.com