End User License Agreement
Legislative Compliance Agent | IBM watsonx Orchestrate Agent Catalog
Version 1.0 | Effective Date: 16 March 2026
IMPORTANT — PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE AGENT. BY ACCESSING OR USING THE AGENT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE AGENT.
This End User License Agreement ("Agreement") is entered into between Libero AI Pty Ltd ABN 60 680 263 156 of Brisbane, Queensland, Australia ("Libero AI", "we", "us") and the individual or entity accepting these terms ("Customer", "you"). This Agreement governs access to and use of the Legislative Compliance Agent made available via the IBM watsonx Orchestrate Agent Catalog ("Agent").
1. Definitions
"Agent" means the Libero AI Legislative Compliance Agent software, including all underlying models, logic, workflows and documentation, made available via the IBM watsonx Orchestrate platform.
"Customer Data" means all documents, policies, procedures, data and other content uploaded or submitted by the Customer for processing by the Agent.
"Output" means any analysis, gap report, summary, recommendation or other result generated by the Agent in response to Customer Data or queries.
"Authorised User" means an individual employed by or contracted to the Customer who is authorised to access the Agent under this Agreement.
"IBM Platform" means the IBM watsonx Orchestrate platform and IBM Cloud infrastructure through which the Agent is delivered.
"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Intellectual Property Rights" means patents, copyright, trade marks, trade secrets, database rights and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.
2. Grant of Licence
2.1 Licence
Subject to the Customer's compliance with this Agreement and payment of applicable fees (billed by IBM on Libero AI's behalf), Libero AI grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Agent solely for the Customer's internal compliance review and gap analysis purposes.
2.2 Authorised Users
The Customer may permit Authorised Users to access the Agent. The Customer is responsible for ensuring all Authorised Users comply with this Agreement and remains liable for any breach by an Authorised User.
2.3 Restrictions
The Customer must not, and must ensure Authorised Users do not:
(a) copy, modify, adapt, translate, reverse engineer, decompile or disassemble any part of the Agent;
(b) sublicense, sell, resell, transfer, assign or commercially exploit the Agent or access to it;
(c) use the Agent to develop a competing product or service;
(d) use the Agent in any manner that violates applicable law or regulation;
(e) attempt to gain unauthorised access to the Agent, IBM Platform, or related systems; or
(f) remove or obscure any proprietary notices or labels on the Agent.
3. Permitted Use
3.1 Intended Purpose
The Agent is designed solely for the following purposes:
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Reviewing the Customer's internal policies, processes and procedures against current legislation, regulations and industry standards;
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Identifying and prioritising compliance gaps for internal decision-making; and
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Answering queries on ingested legislative and regulatory documentation.
3.2 Not Legal Advice
The Agent provides decision-support information only. Output generated by the Agent does not constitute legal advice and must not be relied upon as such. The Customer must obtain independent legal advice before making compliance decisions based on any Output.
3.3 Industry Applicability
The Agent is designed for use in heavy industry environments including but not limited to mining, energy, construction and utilities. The Customer is responsible for ensuring the Agent's use is appropriate for their specific regulatory environment and jurisdiction.
4. Customer Data
4.1 Customer Ownership
The Customer retains all ownership and Intellectual Property Rights in Customer Data. Libero AI acquires no rights in Customer Data except as necessary to provide the Agent.
4.2 Licence to Process
The Customer grants Libero AI a limited, non-exclusive licence to process Customer Data solely for the purpose of operating and improving the Agent during the term of this Agreement.
4.3 Customer Responsibilities
The Customer warrants that:
(g) it has all necessary rights and permissions to submit Customer Data to the Agent;
(h) Customer Data does not infringe the Intellectual Property Rights or privacy of any third party; and
(i) Customer Data does not contain unlawful content.
4.4 Data Retention
Libero AI will retain Customer Data only for as long as necessary to provide the Agent. On termination of this Agreement or on the Customer's written request, Libero AI will delete or return Customer Data within [30] days, except where retention is required by law.
5. Intellectual Property
5.1 Libero AI IP
Libero AI retains all Intellectual Property Rights in the Agent, including all underlying models, algorithms, workflows, training data, software and documentation. Nothing in this Agreement transfers ownership of any Libero AI Intellectual Property Rights to the Customer.
5.2 Output Ownership
Subject to the Customer's compliance with this Agreement, the Customer owns the Output generated from its Customer Data. Libero AI retains the right to use anonymised, aggregated and de-identified Output to improve the Agent and related products, provided such use cannot reasonably identify the Customer or any individual.
5.3 Feedback
If the Customer provides Libero AI with feedback, suggestions or ideas regarding the Agent, Libero AI may use such feedback without restriction and without any obligation to the Customer.
6. Privacy and Data Protection
6.1 Compliance with Privacy Laws
Both parties agree to comply with all applicable privacy and data protection laws in connection with their activities under this Agreement, including the Australian Privacy Act 1988 (Cth) and applicable Australian Privacy Principles.
6.2 Personal Information
The Customer must not submit personal information (as defined under applicable privacy law) to the Agent unless strictly necessary for a compliance review, and only where doing so is lawful and compliant with applicable privacy obligations.
6.3 Privacy Policy
Libero AI's Privacy Policy, available at https://www.liberoai.com.au/privacy-policy , is incorporated into this Agreement by reference.
7. Confidentiality
7.1 Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of this Agreement; and (c) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know it and are bound by equivalent confidentiality obligations.
7.2 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.
8 Warranties and Disclaimers
8.1 Libero AI Warranties
Libero AI warrants that:
(j) it has the right to grant the licence in this Agreement;
(k) the Agent will perform materially in accordance with its documentation; and
(l) it will implement reasonable security measures to protect Customer Data.
8.2 Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENT IS PROVIDED "AS IS". LIBERO AI MAKES NO WARRANTY THAT THE AGENT WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE. THE AGENT DOES NOT PROVIDE LEGAL ADVICE AND OUTPUT MUST NOT BE RELIED UPON AS SUCH.
9. Limitation of Liability
9.1 Exclusion of Consequential Loss
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profit, loss of data, business interruption or reputational harm, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
9.2 Cap on Liability
Libero AI's total aggregate liability to the Customer under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by the Customer (via IBM) for the Agent in the twelve (12) months immediately preceding the event giving rise to the claim.
9.3 Essential Terms
The parties acknowledge that the limitations of liability in this clause reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.
10. Term and Termination
10.1 Term
This Agreement commences on the date the Customer first accesses the Agent and continues until terminated in accordance with this clause.
10.2 Termination for Convenience
Either party may terminate this Agreement by providing [30] days' written notice to the other party.
10.3 Termination for Cause
Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within [14] days of receiving written notice.
10.4 Effect of Termination
On termination of this Agreement:
(m) all licences granted under this Agreement cease immediately;
(n) the Customer must cease all use of the Agent;
(o) each party must return or destroy the other party's Confidential Information; and
(p) Libero AI will delete Customer Data in accordance with clause 4.4.
10.5 Survival
Clauses 4 (Customer Data), 5 (Intellectual Property), 7 (Confidentiality), 8.2 (Disclaimers), 9 (Limitation of Liability) and 11 (General) survive termination of this Agreement.
11. General
11.1 Governing Law
This Agreement is governed by the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.
11.2 IBM Platform
The Customer acknowledges that the Agent is delivered through the IBM watsonx Orchestrate platform. IBM is not a party to this Agreement and has no obligations to the Customer in respect of the Agent. IBM's own terms of service govern the Customer's use of the IBM Platform separately.
11.3 No Pricing or Fees
This Agreement does not set out any pricing or fee obligations. All commercial terms relating to access to the Agent via the IBM Cloud Catalog are governed by the Customer's agreement with IBM.
11.4 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and representations.
11.5 Amendments
Libero AI may update this Agreement from time to time. Continued use of the Agent following notice of an update constitutes acceptance of the updated Agreement. Material changes will be notified with at least [30] days' prior notice.
11.6 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
11.7 Waiver
Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that party's right to enforce it in the future.
11.8 Assignment
The Customer may not assign or transfer this Agreement or any rights under it without Libero AI's prior written consent. Libero AI may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.
11.9 Force Majeure
Neither party will be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including natural disasters, acts of government, cyberattacks on infrastructure, pandemic or civil disturbance.
11.10 Notices
Notices under this Agreement must be in writing and sent to: Libero AI Pty Ltd, Brisbane, Queensland, Australia, email: legal@liberoai.com.au