Terms and Conditions

1. Details

Term	Meaning
Blend, BlendAI, Blend AI, we, us	Blend A.I. Pty Ltd ACN 640 882 873
Licensee, you, your	The individual or entity that installs, activates or otherwise deploys the Blend Software and that either (i) owns, or (ii) has been duly authorised by the owner to control the connected ecommerce store and any third-party advertising, marketing, analytics or other accounts accessed via the Software.
Software	The software programs described on Blend’s website or otherwise described to the Licensee, owned, developed, operated and provided by Blend and includes Blend AI or Pulse (as provided in the Schedules) and includes any Modifications made to the Software and any derivative works.
Services	Blend’s provision of the Software, products, customer support, training or other related services Blend may perform.
Documentation	All manuals, help files and other documents supplied by Blend to the Licensee relating to the Software, whether in electronic or hardcopy form.
Fees	As described in the applicable Schedule.
Initial Term	From the Start Date and, unless renewed under clause 2.5 or terminated in accordance with these Terms, expires on the Expiry Date.
Term	Means the Initial Term and any further term.
Start Date	The date of installation of the Software to your ecommerce store.
Expiry Date	Means in the absence of renewal in accordance with clause 2.5, at the end of the then-current calendar month.

2. Overview

2.1. These general terms and conditions, the relevant Schedules and the Details make up the agreement between Blend and you (Terms), which govern your use of and access to Blend’s Software and Services, including without limitation through any trial or demonstration periods. The following Schedules will be incorporated into these Terms:

if you are using Blend AI, Schedule 1 will apply, and;
if you are using Pulse, Schedule 2 will apply, and;
if you are a beta tester, Schedule 3 will apply.

2.2. By registering with Blend, installing Blend Software to your ecommerce store or using Blend’s Software or Services, you accept the Terms and agree to be bound by them. This acceptance forms a legally binding contract between you and Blend.

2.3. Please read the Terms carefully. If you do not agree to the Terms, you must not use our Software or Services or cease use immediately.

2.4. All capitalised words used in these Terms have the meaning given to them in the Details, clause 24, the Schedules or in the body of these Terms.

Automatic renewal

2.5. These Terms will automatically renew for a period of one calendar month from the end of each Term unless these Terms are terminated in accordance with clause 19 prior to the end of the then-current term.

3. Not an advertising service

3.1. The Software is provided “as is” and is made available for the Accepted Use.

3.2. The Licensee acknowledges and agrees that:

any information provided by Blend to the Licensee is general in nature and intended for information purposes only;
the Software or Services do not include any marketing or advertising advice, assistance, recommendations or support; and
Blend makes no representation, guarantee or warranty as to the success of any particular marketing and/or sales campaign, revenue or profits that will be made from any particular marketing and/or sales campaign, derived by the Licensee in connection with its use of the Software or Services.

4. Personal information

The Licensee acknowledges that it has read, and will comply with, any obligations placed on the Licensee in Blend’s Privacy Policy. Please read the Privacy Policy carefully as it governs Blend's collection, use, and disclosure of personal information.

Consent to Communications

By providing your contact details, including your email address and phone number, you consent to Blend using these details to contact you in relation to the Software and Services, including for service notifications, updates, marketing communications, and support. This may include messages sent via email and SMS. You can opt out of non-essential communications at any time by contacting us directly.

5. Appointment and licensing

5.1. You appoint Blend to provide the Services for the Term.

License to use the Software
5.2. Subject to you complying with these Terms, Blend grants you a non-exclusive, non-transferrable, non-sublicensable, revocable, worldwide license to use the Software and Documentation for the Term (Licence).

License to use Licensee Data
5.3. For the duration of the Term, the Licensee grants Blend a transferable, non-exclusive, sub-licensable, royalty free, worldwide, perpetual license to use, display, copy, modify and adapt the Licensee Data to improve, update, modify or upgrade the Software or the Services or any other offering or services provided by Blend, subject to applicable privacy laws.

Agency Representation Warranty
5.4. Where the Licensee accesses or connects a third-party account (e.g., a client account) to the Software or Services, the Licensee represents and warrants that they have full legal authority, consent, and authorization from the third party to do so. The Licensee agrees to indemnify and hold Blend harmless from any claims, damages, or losses arising from a breach of this warranty.

6. Fees

6.1. In consideration of Blend providing you with the Services and the Licence for the Term, you agree to pay the Fees as described in the applicable Schedule or as updated from time-to-time on https://blend-ai.com. We will provide you reasonable notice before raising Fees, which will become effective on publication to https://blend-ai.com.

6.2. If you do not pay an amount due under these Terms on or before the date it is due, Blend can suspend or revoke your access to the Software and turn off all advertisements and data transfers managed through the Software unless and until the outstanding Fees are paid in full.

6.3. The Licensee will be liable to pay Blend interest at the rate of 10% per annum on the amount due, calculated on a daily basis.

6.4. Blend may seek to recover the amount due by referring the matter to debt collectors.

6.5. You agree to reimburse Blend for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these Terms, including costs charged by the third party debt collectors.

6.6. Non-Payment Remedies

If any Fees are 7 days overdue Blend may immediately suspend the Licensee’s access to the Software and pause all advertisements and data transfers managed through the Software.
If any Fees remain unpaid 14 days after the due date Blend may, in its sole discretion, remove, disable or permanently delete any Blend Assets from the Licensee’s connected accounts, without liability.
The Licence to use the Blend Assets is conditional on full and timely payment of all Fees. Upon overdue payment the Licence automatically pauses and remains suspended until all outstanding Fees (plus any applicable interest) are paid in cleared funds.
Blend may, at its option, reinstate the Blend Assets (if technically possible) after payment; reinstatement fees may apply.

7. Payment processing

7.1. Payment processing services for access to, and use of, the Services are provided by and are subject to the terms and conditions of Stripe and Shopify (where applicable – refer to Schedule 1).

7.2. By placing an order for the Services and using Stripe to process payments, you agree to be bound by the Stripe terms and conditions, which may be modified by Stripe from time to time.

7.3. 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.

7.4. Blend reserves the right to charge payment gateway surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express) and any other surcharges that may be imposed by Stripe.

8. Taxes

8.1. Unless otherwise indicated, the Fees are not stated as inclusive of any Australian or international taxes that may from time to time be or become applicable to the Services, including Goods & Services Tax and customs and import taxes.

8.2. In relation to any taxes payable for goods or services provided by Blend, the Licensee must pay those taxes subject to Blend providing a tax invoice based on jurisdictional requirements.

9. Intellectual property

9.1. You acknowledge and agree that:

the Licence is a licence to use the Software and related Documentation only, and nothing in the Licence or these Terms will be deemed to convey any title or ownership of the Services to you;
all Intellectual Property Rights in any Blend IP remain with Blend, including in the Software

9.2. Any Developed IP, to the extent that it does not contain Licensee Data, will be solely and exclusively owned by Blend. For the avoidance of doubt, this includes any improvements, updates or modifications made to the Software based on aggregated or anonymised data derived from the use of the Software by you or any other licensee.

9.3. You acknowledge that:

Blend may use Licensee Data for the purpose of improving the predictive capabilities of the Blend model and will ensure that Licensee Data use in this context is compliant with applicable data protection laws and the terms of Blend’s privacy policy. Such improvements, even when derived from the analysis of Licensee Data, do not transfer any Intellectual Property Rights in the underlying Software, or its improvements, to the Licensee;
you are not entitled to any Intellectual Property Rights in any derivative works of the Software or any other developments by Blend that may incorporate anonymised or aggregated data derived from your use of the Software;
Blend and the Blend logo are all trademarks or pending trademarks of Blend regardless of whether they are registered or not; and
you are not granted any rights to use, remove or sub-license the use of the trademarks under the Licence or at all.

10. Installation, integration and enhancements

Installation of Software

10.1. The Licensee is solely responsible for properly installing the Software for the Licensee to enjoy the full benefit of the Software.

10.2. Blend may but is not obliged to be available to help with troubleshooting installation queries and provide general support regarding installation but will in no circumstances be responsible for performing installation.

10.3. Any failure of an installation, whether caused or contributed to by Blend or a third party, will not be the responsibility of Blend or a breach of these Terms. The Licensee releases Blend from any claims for losses arising in connection with the failure of any Software installation.

Third party accounts, programs, systems and integration

10.4. You acknowledge and agree the availability and provision of Services depend on:

the Licensee maintaining third party accounts, programs or systems that are required to operate the Software, including but not limited to the Licensee’s ecommerce platform account and any third party advertising accounts as required;
the successful integration of any third party accounts with the Licensee’s ecommerce platform; and
the successful integration of any third party accounts with the Software.

10.5. Failure on behalf of the Licensee to maintain any required accounts may delay or inhibit performance of the Software and Services, and Blend accepts no responsibility for any losses in this regard

10.6. Blend makes no guarantee that any integration, including the integrations detailed at clauses 10.4(b) and (c), will be successful. Any failure of any integration, whether caused or contributed to by Blend or a third party, will not be the responsibility of Blend or a breach of these Terms. The Licensee releases Blend from any claims for losses arising in connection with the failure of any integration.

Enhancements

10.7. Blend may but is not obliged to, from time to time, offer enhancements to the Software or issue updates to the Documentation. The Licensee must take all steps as instructed by Blend to install any enhancements provided within any timeframes communicated to the Licensee. Failure to install enhancements may result in decreased availability of the Software and Services.

11. Confidentiality

11.1 You acknowledge and agree that the Software is confidential to and valuable property of Blend. You undertake to, and undertake to procure that anyone you allow access, treat all Confidential Information provided by Blend to you as confidential and keep secret all information including ideas and concepts contained in or embodied in the Software, Documentation, or Services.

11.2 You warrant that you and any other persons having access to the Software will:

be advised that Blend’s Confidential Information is confidential and subject to limitations and obligations set out in these Terms; and
comply with the limitations and obligations set out in these Terms as if those persons were you under these Terms.

11.3 The obligations as to confidentiality will remain in force and effect despite termination of the Terms.

12. Security

12.1 You are responsible for at all times ensuring the security of your Blend account and access to the Software from your account, including protection of the password and other account details.

12.2 You acknowledge and agree that Blend will not be liable for any misuse of the Licensee’s account, including where unauthorised access is gained and Ad Spent Amounts are incurred in connection with that unauthorised access.

12.3 The Licensee is solely responsible for the acts and omissions of every Authorised User (including any spend they incur) as if those acts and omissions were the Licensee’s own. The Licensee must ensure each Authorised User complies with these Terms and immediately revoke access for anyone who should no longer use the Software.

12.4 All activity on your account will be presumed by Blend to be your genuine activity and the Ad Spent Amount and Fees will be payable accordingly.

12.5 The Licensee must promptly notify Blend if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, Security Breaches).

12.6 Blend will, to the extent necessary and reasonable, assist the Licensee and its Personnel in connection with any investigation of a Security Breach to the extent the Security Breach relates to the Software.

13. Support services

13.1 Blend will use its best endeavours to provide a reasonable level of support to the Licensee in relation to any issues with the Software that are not caused by Third Party Services.

13.2 Support is available during Business Hours and response and resolution timeframes will be subject to availability of Blend personnel and the severity of the issue.

13.3 If Blend determines that an issue with the Software has been caused by Third Party Services, the Licensee will be directed to resolve the issue with the provider of those Third Party Services

14. Use of the software

14.1 You must not, and you agree to procure that anyone who uses the Software or the Services must not:

make copies of the Documentation or the Software;
adapt, modify or tamper with the Software;
remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
create derivative works from or translate the Software or Documentation;
publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party;
decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
attempt to circumvent any technological protection mechanism or other security feature of the Software; or
permit any person other than your authorised personnel to use or access the Software or Documentation.

14.2 The Licensee is responsible for ensuring that any data which is fed to the Software through Third Party Services is properly configured. The Licensee must make their own independent enquiries and assessments before making any material decisions based on the information or contextual data provided by the Software.

15. Licensee data

15.1 The Licensee retains ownership of all Licensee Data. The Licensee is responsible for ensuring that all Licensee Data is removed from the Software upon termination of these Terms.

15.2 The Licensee grants to Blend a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Licensee Data to the extent reasonably required to provide the Services for the duration of the Term.

15.3 The Licensee must take its own precautions to ensure that the processes which the Licensee employs for accessing the Services does not expose the Licensee or Licensee Data to the risk of data loss, hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

16. Third party services and terms

16.1 The Licensee acknowledges and agrees that the Services are:

reliant on the availability, access to and operation of Third Party Services; and
subject to third party terms & conditions (Third Party Terms), as updated from time to time, including:
1. Google;
2. YouTube
3. Facebook;
4. Instagram;
5. Microsoft;
6. TikTok;
7. Shopify;
8. Maropost;
9. WooCommerce;
10. Shopline;
11. Klaviyo; and
12. any other advertising channels or ecommerce platforms that are available for use on the Software.

16.2 The Licensee must comply with any Third Party Terms, including any amendments to Third Party Terms during the Term, that are applicable to the Services.

16.3 To provide the Services, Blend may require full access to the Licensee’s administrator accounts for your Third Party Services. You agree to provide full administrator access to your administrator accounts where required by Blend. If Blend is not provided with full access to accounts in your Third Party Services where required, Blend may not be able to fully perform the Services and you agree to accept any adjustment to the Services that may be necessary.

16.4 Blend will not be liable for any delay, loss or damage, including any data loss or consequential loss arising from any error of data or transmission, suffered by the Licensee in connection with any Third Party Services or Third Party Terms. Blend’s liability is excluded and limited in accordance with clause 19.

17. Warranties

General disclaimer

17.1 (a) The Services are inherently complex and may not be completely free of errors. You acknowledge and agree that you have relied on your own skill and judgement in engaging the Services in the use and result you intend to obtain from them.

17.1 (b) To the extent allowed by law, Blend does not warrant to you that the functions contained in the Services will meet your requirements or that the operations of the Services will be uninterrupted or error free or that all errors will be corrected. You are advised to verify and to make backup copies of all work performed in connection with the Services.

Australian consumer law guarantees

17.2 Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Blend’s Software and Services come with guarantees that cannot be excluded under Australian consumer laws.

For major failures with the Services, you are entitled to terminate these Terms, and obtain a refund for any unused portion of the Fees paid (or to compensation for the reduced value of the Services).
You are also entitled to a refund or replacement for major failures with goods.
If a failure in Blend’s Software or Services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for goods and to terminate the Terms in relation to Blend’s provision of Services.
You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Blend Software or Services.

Licensee warranties

17.3 You continually warrant and represent to Blend that you have the authority to enter into a binding agreement with Blend and any body corporate that you represent in relation to entering into these Terms

17.4 To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.

18. Liability and indemnity

Limitation of Liability

18.1 (a) To the extent permitted by applicable law, Blend is not liable for:

any Loss suffered by any party as a result of the Licensee relying on the Software to make recommendations or provide advice outside of the scope of the Software technical specifications ;
any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Services.

18.1 (b) To the maximum extent permitted by applicable law, the maximum aggregate liability of Blend to the Licensee in respect of loss or damage sustained by the Licensee under or in connection with these Terms is limited to the total fees paid to Blend by the Licensee in the 3 months preceding the date of the first event giving rise to the relevant loss or damage.

18.1 (c) Blend will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by Blend, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

Licensee indemnity

The Licensee indemnifies and agrees to hold harmless Blend for any Loss incurred by Blend, its associates, officers, employees and related entities:

for any unauthorised or fraudulent use of the Licensee’s Blend account;
arising out of any third party claim relating to a breach of any third party Intellectual Property Rights as a result of yours or your authorised personnel’s use of the Services.;
arising out of Licensee’s failure to comply with the Third Party Terms, including where such failure contributes to any claim made by a third party service provider against Blend for breach of the Third Party Terms such as a violation of content standards; or
where such Loss was caused or contributed to by the Licensee or the Licensee's officers’, employees’ or agents’:
arising out of any act, omission or breach of these Terms by an Authorised User.

Platform Changes and User Actions

18.3 Blend will not be liable for any overspend, loss, or damage arising from:

actions taken directly by the Licensee or its personnel in any third-party advertising or ecommerce platform;
failures, bugs, or unexpected behavior originating from third-party platforms or their APIs;
errors or overspend resulting from use of the Software in a manner inconsistent with Documentation or Support guidance;
any automated actions triggered by data, settings, or configurations controlled by the Licensee, including but not limited to campaign budgets, rules, or account integrations.

19. Termination

19.1 Either party may terminate these Terms at any time without reason. Subject to the Licensee paying its Fees under these Terms, the Licensee may terminate by validly completing the cancellation process contained in the Software. Blend may terminate by giving 7 days written notice to the Licensee. The termination date will be the end of the then current term, unless another date is agreed between the parties.

19.2 During the termination notice period, the Licensee is solely responsible for ensuring that all Licensee Data is removed from the Software or will otherwise be accessible by the Licensee once the Licensee’s instance of the Software is revoked on the applicable termination date.

19.3 Blend may terminate these Terms immediately if:

the Licensee uses the Services for a purpose other than the Accepted Use;
an Insolvency Event occurs in relation to the Licensee; or
the Licensee takes any step toward, or suffer or experience any step in relation to, an Insolvency Event.

19.4 If these Terms are terminated for convenience, no Fees will be refunded and any amount owing for the then current billing cycle, including for costs payable for upcoming weeks that cannot be recovered from third party vendors, will be due and payable to Blend.

19.5 If these Terms are terminated by Blend in accordance with clause 19.3, Blend will provide a refund, or waive an amount payable, of the total of the unused Fees for the then current billing cycle, less the costs payable that cannot be recovered from third party vendors.

19.6 Upon termination of these Terms by any method:

each party must return to the other party or destroy all property and Confidential Information of the other party in its possession or control;
configurations provided by the Software, including on Third Party Services, will be removed immediately; and
the Licensee must stop using the Services.

19.7 For clarity, Blend’s rights under clause 6.6 survive and operate independently of this clause 19.

20. Dispute resolution

20.1 A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

20.2 A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

20.3 Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.

20.4 If the dispute is not resolved within a period of 14 days after the date of the notice, a party may by notice to the other party or parties to the dispute refer the dispute for mediation by the Australian Disputes Centre (the ADC) in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to the ADC (Guidelines). The terms of the Guidelines are hereby deemed incorporated into these Terms.

20.5 If the dispute is not resolved within 28 days after the appointment of the mediator any party may take legal proceedings to resolve the dispute.

21. Notices

21.1 Any notice required to be given pursuant to these Terms will be in writing and in English and sent to the email address, in the case of the Licensee attached to their ecommerce store account, or the email address most regularly used by the parties (or to such other email address as either party may notify).

21.2 Notice will be taken to be given 24 hours after the email was sent.

22. Force majeure

22.1 If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

reasonable details of the Force Majeure Event; and
so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

22.2 Subject to compliance with clause 23.1(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

22.3 The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

23. GENERAL

23.1 Survival of clauses post-termination
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these Terms will survive and be enforceable after such termination or expiry.

23.2 Variation
Blend may amend or vary these Terms from time to time with 30 days’ written notice to you. By continuing to use the Services, the Licensee indicates its acceptance of the Terms as amended in force at that time. If you do not accept the changes, you can terminate the Terms but will no longer be entitled to use the Services.

23.3 Governing Law and Jurisdiction
These Terms are governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

23.4 Waiver
No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

23.5 Severance
Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not limited or otherwise affected.

23.6 Assignment
The Licensee cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of Blend. Blend may assign, novate or otherwise transfer any of its rights or obligations under these Terms without prior notice to the Licensee.

23.7 Entire agreement
These Terms embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms.

23.8 Interpretation
In the interpretation of these Terms:

(singular and plural) words in the singular includes the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word "includes" and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.

24. Definitions

Term	Definition
Accepted Use	Means the use of the Services by the Licensee to plan, analyse, publish and manage its marketing and advertising campaigns and strategies.
Applicable Service	Every Service that the Licensee has installed, activated, opted in to, subscribed to or otherwise deployed.
Authorised User	Any individual whom the Licensee (i) invites or permits to access the Software through in-app user-management tools or (ii) requests Blend (verbally, in writing or otherwise) to grant access on its behalf. For clarity, every Authorised User is deemed the Licensee’s agent when using the Software.
Blend IP	All materials owned or licensed by Blend that is not Developed IP and any Intellectual Property Rights attaching to those materials, including the Software and Documentation
Blend Assets	Any campaigns, ad sets, audiences, segments, custom conversions, tracking pixels, event mappings, data feeds, scripts, automations, creative variants or other configurations that were created, uploaded, configured or deployed by the Software or Services (whether individually or in combination with Licensee Data).
Business Hours	Means 9:00am – 5:00pm AEST
Confidential Information	Information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	All manuals, help files and other documents supplied by Blend to the Licensee relating to the Software, whether in electronic or hardcopy form.
Developed IP	Any materials produced by Blend in the course of providing the Software or Services, including reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Licensee or others, any derivative works of the Software or any other developments by Blend that may incorporate any anonymised or aggregated data derived from the Licensee’s use of the Software, and any Intellectual Property Rights attaching to those materials. Developed IP does not include Licensee Data.
Fees	All charges described in the schedule(s) that correspond to the Applicable Service(s).
Force Majeure Event	Act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; strikes or other industrial action outside of the control of the Affected Party; cyber attack including any malware; war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
Insolvency Event	Means, for a person, being in liquidation or provision liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event.
Intellectual Property Rights	Any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of these Terms, whether registered or unregistered.
Licensee Data	Files, data, materials or any other information, including attached Intellectual Property Rights, which is: (a) uploaded or inserted to the Software by the Licensee; (b) supplied by the Licensee to Blend under or in connection with these Terms; (c) is gathered by the Software.
Licence Details	The information set out on the first page of these Terms.
Licensee	See definition in Details table above.
Loss	Loss includes any loss, damage, liability or obligation, compensation, fine, penalty, charge, payment, cost or expense (including any legal cost and expense on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, actual, consequential or contingent and including any loss of profits, loss of revenue and loss of opportunity.
Modification	Includes an alteration, enhancement, update, fix or development whether created or developed under this EULA or otherwise and Modify and Modified have corresponding meanings.
Third Party Services	Third party providers and platforms, third party software integrated into your ecommerce store, business accounts for third party platforms and other digital assets or accounts accessed by you and where you may seek to connect the Software to the Third Party Services.

Schedule 1 – Blend AI (Shopify Billing Update)

Term	Meaning
Acceptance Date	the date the Licensee installs, activates, or otherwise deploys the Blend AI app or plugin in its ecommerce store; or for existing Licensees, the date they continue using the Software after being notified of these amended Terms.
Ad Spend Amount	the total gross advertising spend (exclusive of taxes) transacted through advertising accounts connected to the Software and attributable to the Licensee during a Billing Period
Billing Period	each successive one-month interval starting on the Acceptance Date and renewing on its monthly anniversary
Store Platform	the ecommerce platform on which the Licensee’s store operates (e.g., Shopify, WooCommerce, etc.).
Blend AI Subscription Fee	the fixed, recurring monthly fee payable for access to the Blend AI app and displayed in the Shopify App Store at the time of subscription or in the case of non-Shopify Store Platforms, as described on Blend’s website: https://blend-ai.com/
Usage Fees	variable fees payable to Blend and calculated on the Ad Spend Amount in accordance with the tier table in https://blend-ai.com/ or as otherwise agreed between Blend and the Licensee in writing prior to the Start Date, calculated and payable each Billing Period in arrears.

Fee Type	Billed via	How & when you pay
Blend AI Subscription Fee	Shopify Inc. or, in the case of non-Shopify Store Platforms: Stripe Inc. or, in the case of Licensees with an Acceptance Date preceding 24 June 2025: Stripe Inc.	Billed monthly in advance on the Billing Period anniversary
Usage Fees	Stripe Inc.	Billed monthly in arrears on the Billing Period anniversary.

1. Licensee Responsibilities

1.1 The Licensee is solely responsible for the content of its advertising campaigns and Blend reserves the right to refuse to facilitate publication of any advertising campaign (without accepting any responsibility for facilitating any publication).

1.2 The Licensee is fully responsible for the success of its advertising campaigns and Blend makes no representations, guarantees or warranties as to any increased success of an advertising campaign as a result of using the Software.

1.3 To the extent permitted by law, Blend excludes all liability in connection with the Licensee’s advertising campaigns.

2. Authorisation to Publish Advertisements

2.1 The Licensee authorises Blend to publish advertisements on their behalf to Third Party Services listed in the Software.

3. Ad Spend and Fees

3.1 You acknowledge and agree that you will be liable for any and all Ad Spend Amounts to each Third Party Service directly.

3.2 Usage Fees accrue from the Acceptance Date and continue for each subsequent Billing Period until these Terms are terminated.

Ad Spend Amount

3.3 Certain advertising channels allow the Licensee to set an average daily budget for an advertising campaign, which can be changed by the Licensee at any time. This budget is an average estimate and is subject to fluctuation.

3.4 The advertising campaign may also include a monthly spending limit, which is the maximum amount the Licensee can pay for an advertising campaign over a month. The monthly spending limit is calculated with reference to the average daily budget.

3.5 The Licensee acknowledges and agrees that:

Blend is not in any way responsible for calculation of the Ad Spend Amount;
the Ad Spend Amount will fluctuate each week depending on the options that the Licensee selects while using the Software in any given week. On some occasions where advertisements are predicted to give the Licensee more traffic, the average daily budget may be exceeded;
the monthly cycle for the monthly spending limit may not line up with the monthly cycle for the Blend AI Usage Fees, so Blend cannot guarantee that the Ad Spend Amount will not exceed any budget, including the monthly spending limit, for any advertising channel; and
the Blend AI Usage Fees are calculated with reference to the Ad Spend Amount. If the Licensee takes action that results in the Ad Spend Amount increasing (such as increasing the average daily budget), the Blend AI Usage Fees may be impacted.

4. Demonstration Period

4.1 You acknowledge and agree that following the Start Date, there will be a seven (7) day demonstration period (Blend AI Demonstration Period). In addition to the Terms set out above, you agree to be bound by this clause and that in the event of a conflict or inconsistency, this clause will apply.

4.2 During the Blend AI Demonstration Period, both of us will determine if Blend AI is suitable for the Licensee.

4.3 During the Blend AI Demonstration Period:

the Licensee may not be able to run automatic advertisements or use all features of Blend AI;
Blend may reasonably request further information from the Licensee to assess its suitability under clause 4.2; and
the Licensee will not be charged the Blend AI Subscription Fees.

4.4 If for any reason you fail to provide any additional information reasonably requested from you during the Blend AI Demonstration Period, then Blend reserves the right to:

suspend or disable all or part of the Services;
terminate these Terms immediately with notice to you.

Schedule 2 – Pulse Fees

Term	Meaning
Events	The Licensee’s customer or potential customer interactions, including but not limited to added to cart, home viewed, session identified, checkout initiated, page viewed, purchased, removed from cart, variant viewed, product viewed, cart viewed, collection viewed, checkout initiated, and other tracked customer interactions with your website that occur within the Licensee’s ecommerce store.
Marketing Efforts	Includes but is not limited to advertisements, emails, text messages performed by Third Party Services.
Pixel	Any code snippet or digital tracking tool inserted into the code of your ecommerce store that is developed, owned, operated, and provided by Blend. This includes but is not limited to, code that initialises and integrates third-party marketing pixels from platforms such as Google Ads, Meta Ads, and other advertising services to enhance tracking, data collection, and advertisement performance analytics.
Permitted Purpose	Collection, analysis, use and storage of Licensee’s Data regarding Events Integration and coordination with Third Party Services, including but not limited to provision of the Licensee’s Data regarding Events
Pulse Subscription Fees	A monthly subscription amount as described on Blend’s website – https://blend-ai.com – paid monthly in advance.

1. Authorisation

1.1 You authorise Blend to embed Pixel(s) to the Third Party Services for the Permitted Purpose.

1.2 You acknowledge and agree that Blend is not responsible for:

the accuracy of any data collected from the Third Party Services; or
the success of any Marketing Efforts instigated by the provision of the Licensee’s Data to the Third Party Services.

1.3 You warrant that you are authorised to collect the Licensee’s Data from Third Party Services.

2. Fees

The Licensee must pay to Blend the Pulse Subscription Fees within the prescribed timeframe.

3. Free Trial Period

3.1 By engaging in a free trial for the period advertised (Pulse Free Trial Period), in addition to the Terms set out above, you agree to be bound by this clause and that in the event of a conflict or inconsistency, this clause will apply.

3.2 Following the Pulse Free Trial Period, Blend may contact you to advise that you will be subject to the Pulse Subscription Fees.

3.3 Blend reserves the right to remove, cancel or terminate the Pulse Free Trial Period at any time in its sole discretion without any prior notice to you.

3.4 Blend reserves the right to modify or change the features of the Pulse Free Trial Period at any time in its sole discretion without any prior notice to you.

4. Termination

On termination of the Terms, all Pixel(s) may be removed by Blend.

Schedule 3 – Beta Testers

Blend may look for beta testers to help test new features for the Software. These features will be described as “alpha”, “beta” or “pre-release” features (or similar) (Beta Services).

Beta Services may contain bugs, security flaws or other issues and they are made available on an ‘as is’ basis.

If you choose to use Beta Services, the Licensee acknowledges and agrees that Blend won’t be responsible to the Licensee for any cost, loss, damages or expenses arising out of the Licensee using Beta Services.

You also agree that any contractual commitments we make for our other Services will not apply to our Beta Services.

Beta Services may be amended, revoked, or terminated at any time, at Blend’s sole discretion.