ConvertHook User License Agreement

Last updated: 15 April 2026

This Agreement governs access to and use of the ConvertHook SEO for LLMs Tool by entities using the Tool for their own lead generation purposes.

By clicking “I agree” (or similar), accessing the Tool, embedding the Tool, creating an account, or paying for access, you agree to be bound by this Agreement. If you are accepting on behalf of an entity, you warrant you have authority to bind that entity.

Parties

This Agreement is between:

ComKey Consulting Pty Ltd (ACN 683 079 567) trading as ConvertHook (“ConvertHook”, “we”, “us”, “our”)

and

the entity accepting these terms (“Licensee”, “you”, “your”).
Definitions and interpretation
1. Definitions.
  
  Agreement means this User Licence Agreement, including any documents incorporated by reference.
  
  Billing Cycle has the meaning given in clause 12.5(a).
  
  Confidential Information means non-public information disclosed by a Party, or obtained by a Party, that relates to the other Party or the Tool, including technical information, security information, pricing, commercial terms, product roadmap, and the existence and content of any non-public features or documentation.
  
  ConvertHook Policies means the ConvertHook SEO for LLMs Tool Terms & Conditions and the ConvertHook Privacy Policy, in each case as updated from time to time.
  
  End User means any person who accesses or interacts with the Tool via the Licensee’s website, account, or integration.
  
  Lead Data means any data submitted, generated, or collected through the Tool via the Licensee’s use of the Tool or integration, including contact details, URLs, queries, submissions, reports, Outputs and usage metadata to the extent it relates to an identifiable person.
  
  Licensee means the entity accepting this Agreement. The Licensee is a “Whitelister” as that term is defined and used in the ConvertHook Policies, and references in the ConvertHook Policies to a Whitelister are to be read as references to the Licensee for the purposes of this Agreement.
  
  Outputs means any report, recommendation, score, benchmark, analysis, export (including PDF) or other result generated by the Tool.
  
  Plan has the meaning given in clause 12.1(a).
  
  Plan Particulars has the meaning given in clause 12.1(b).
  
  Tool means the ConvertHook SEO for LLMs platform and related services, including any website, scripts, embedded widget, integrations, APIs (if any), dashboards, scoring frameworks, templates, documentation, Outputs and exports.
  
  Verified Report has the meaning given in clause 12.3(a).
2. Interpretation.
  
  Headings are for convenience only. The singular includes the plural and vice versa. A reference to a person includes a company or other entity. A reference to a clause is a reference to a clause of this Agreement unless stated otherwise.
Incorporation of ConvertHook Policies
1. The ConvertHook Policies are incorporated by reference and form part of this Agreement.
2. If there is inconsistency between this Agreement and the ConvertHook Policies, this Agreement prevails to the extent of inconsistency for the Licensee’s relationship with ConvertHook.
Term
1. This Agreement starts when you first accept it and continues until terminated in accordance with clause 21. Renewal of any paid Plan is dealt with in clause 12.
Licence grant
1. Subject to this Agreement, ConvertHook grants the Licensee a limited, non-exclusive, non-transferable, revocable licence during the Term to access and use the Tool solely:
  1. for the Licensee’s internal business purposes; and
  2. to make the Tool available to End Users only via the Licensee’s own website(s) that are owned or controlled by the Licensee, for the Licensee’s lead generation purposes.
2. All rights not expressly granted are reserved by ConvertHook.
3. No ownership rights in the Tool, Outputs, or ConvertHook intellectual property are transferred.
4. The Tool is provided to the Licensee on a true white-label basis. ConvertHook does not require the Licensee to display any “Powered by ConvertHook”, ConvertHook trade mark, logo, or other attribution within the End User-facing interface, except where required by law. For the avoidance of doubt, the Licensee may present the Tool to End Users under the Licensee’s own branding.
Prohibition on client or third party deployment
1. The licence granted under this Agreement is personal to the Licensee.
2. The Licensee must not, and must not attempt to:
  1. deploy, embed, install, make available, or operate the Tool on any website owned or controlled by the Licensee’s clients or any other third party;
  2. sublicense, resell, distribute, or provide access to the Tool to any third party;
  3. permit any client or third party to use the Tool under the Licensee’s account, credentials, or integration;
  4. bundle the Tool into an “agency package” or similar offering where the Tool is made available on a client’s site or under a client’s branding, unless ConvertHook has approved this in writing; or
  5. pass through to any client or other third party any of the configuration, branding, or feature-control rights granted to the Licensee under this Agreement or under the ConvertHook Policies.
3. If a client of the Licensee wishes to use the Tool on its own website, that client must enter into a separate agreement directly with ConvertHook.
4. Any breach of this clause 6 is a serious breach entitling ConvertHook to suspend access immediately under clause 20 and to terminate this Agreement immediately under clause 21.
Acceptable use and restrictions
1. The Licensee must use the Tool only for lawful purposes and in accordance with this Agreement.
2. The Licensee must not, and must not permit any person to:
  1. reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, algorithms, scoring logic, methodologies, prompts, workflows, or underlying concepts of the Tool;
  2. copy, reproduce, modify, create derivative works of, or otherwise replicate the Tool or Outputs at scale;
  3. build, support, assist, or provide information for a competing product or service using the Tool, Outputs, or knowledge obtained from them;
  4. scrape the Tool, perform automated submissions, bulk scanning, load testing, or high-volume usage except with ConvertHook’s prior written approval;
  5. interfere with or disrupt the Tool, ConvertHook systems, or security;
  6. publish or disclose any benchmarking, performance testing, comparative analysis, or public review based on technical evaluation of the Tool without ConvertHook’s prior written approval;
  7. represent that Outputs are accurate, complete, error-free, or guaranteed to deliver rankings, traffic, conversions, or commercial outcomes; or
  8. configure or submit webhook endpoints, URLs, or integration targets that the Licensee does not own, control, or have explicit authorisation to receive data transmissions from ConvertHook. By entering any webhook details, the Licensee represents and warrants that it has full authority to direct data to the specified endpoint and that doing so does not violate any third-party rights, agreements, or applicable laws.
3. ConvertHook may implement rate limiting, usage controls, and protective measures to protect the Tool, and may enforce those measures at its discretion.
Integration requirements
1. The Licensee must integrate the Tool only using methods and instructions approved by ConvertHook.
2. The Licensee is responsible for its own systems, websites, hosting, security configuration, and credential management.
3. ConvertHook is not responsible for vulnerabilities, data exposure, or security incidents arising from the Licensee’s systems, configuration, or integration.
4. ConvertHook may change integration requirements, including for security, compliance, or operational stability. The Licensee must implement such changes within a reasonable time after notice.
End User flow-down obligations
1. The Licensee must ensure that, before any End User submits any data into the Tool via the Licensee’s website, the End User is presented with and accepts the ConvertHook Policies through:
  1. a tick-box, click-through, or equivalent affirmative consent mechanism that requires the End User to actively confirm acceptance before submitting data;
  2. clearly visible hyperlinks to the then-current ConvertHook Terms & Conditions and ConvertHook Privacy Policy at the point of acceptance; and
  3. a record of acceptance retained by the Licensee for the duration of this Agreement and for a reasonable period afterwards.
2. The Licensee must publish, and keep current, its own privacy policy that:
  1. identifies ConvertHook (or ComKey Consulting Pty Ltd) by name as a third party that operates the underlying Tool and to which Lead Data is disclosed;
  2. describes the categories of Lead Data shared with ConvertHook and the purposes for which it is shared; and
  3. provides a link to, or otherwise points End Users to, the ConvertHook Privacy Policy.
3. The Licensee must not remove, obscure, or materially alter any disclaimers or notices that ConvertHook reasonably requires in connection with the Tool, including:
  1. AI and accuracy disclaimers;
  2. “informational purposes only” notices;
  3. limitation of liability notices; and
  4. privacy notices required to explain data sharing with ConvertHook.
4. Before sending any commercial electronic message to an End User, the Licensee must:
  1. comply with the Spam Act 2003 (Cth), including obtaining valid consent (express or inferred) to send the message;
  2. ensure each commercial electronic message contains accurate sender identification and a functional, prominent unsubscribe facility that complies with the Spam Act; and
  3. promptly action any unsubscribe request received from an End User.
Data responsibility, privacy, and compliance
1. The Licensee is solely responsible for compliance with:
  1. the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
  2. the Spam Act 2003 (Cth); and
  3. all other applicable privacy, marketing, and consumer laws relating to the Licensee’s collection and use of Lead Data.
2. The Licensee is solely responsible for:
  1. determining the purposes for which Lead Data is collected;
  2. ensuring it has a lawful basis and valid consents (where required);
  3. maintaining and publishing an appropriate privacy policy and disclosures to End Users in accordance with clause 9;
  4. ensuring End Users are informed that Lead Data will be shared with ConvertHook to operate the Tool; and
  5. ensuring its lead follow-up communications comply with applicable law, including the Spam Act and unsubscribe requirements.
3. The Licensee acknowledges that ConvertHook provides the Tool as a technology service and does not determine the Licensee’s purposes for collecting Lead Data.
4. ConvertHook may process, store, retain, and disclose Lead Data in accordance with the ConvertHook Privacy Policy, including as reasonably necessary to provide, secure, maintain, troubleshoot, and improve the Tool, and including to the categories of recipients identified in the ConvertHook Privacy Policy.
5. ConvertHook may use de-identified, anonymised, and aggregated information derived from Lead Data and Tool usage for analytics, benchmarking, product improvement, security, quality assurance, and commercial insights. This clause survives termination.
6. The Licensee must not submit sensitive personal information into the Tool and must take reasonable steps to prevent End Users from submitting sensitive personal information.
7. End User access and correction requests.
  
  The Licensee must:
  1. handle access and correction requests under Australian Privacy Principles 12 and 13 (or equivalent obligations under any applicable law) for Lead Data that the Licensee holds; and
  2. promptly forward to ConvertHook any access, correction, deletion, or other privacy request from an End User that relates to data only ConvertHook holds, and provide reasonable assistance to ConvertHook in responding to that request.
8. Retention.
  
  The Licensee must apply retention practices for Lead Data that are no less protective than the retention periods set out in the ConvertHook Privacy Policy. Without limiting that requirement, the Licensee must delete or de-identify End User submissions and contact details when they are no longer reasonably required for the purpose for which they were collected.
9. Notifiable data breaches.
  
  If the Licensee becomes aware of an eligible data breach (as defined in Part IIIC of the Privacy Act 1988 (Cth)) that affects, or may affect, Lead Data shared with or held by ConvertHook, the Licensee must notify ConvertHook within twenty-four (24) hours of becoming aware and must cooperate in good faith with any required notification to affected individuals or to the Office of the Australian Information Commissioner.
Security incidents and misuse reporting
1. The Licensee must notify ConvertHook within twenty-four (24) hours of becoming aware of:
  1. unauthorised access to the Tool through the Licensee’s systems;
  2. suspected credential compromise;
  3. a vulnerability or misconfiguration that could affect the Tool; or
  4. systematic misuse of the Tool by End Users.
2. The Licensee must provide reasonable assistance to ConvertHook in investigating, containing, and remediating any incident notified under clause 11.1.
3. ConvertHook may suspend access where ConvertHook reasonably considers suspension necessary to address security risk, legal risk, or operational stability.
Plans, fees, and billing
1. Plans and pricing displayed in the Licensee’s billing portal.
  1. ConvertHook offers access to the Tool through one or more subscription plans (each a Plan), and may also offer a free trial, free tier, or “Start for Free” option from time to time.
  2. The Plans available, the fees payable for each Plan, the included monthly allowance of Verified Reports, the features included with each Plan (which may include white-label deployment, email verification, lead dashboard access, priority support, and other features), the scope and duration of any free trial or free tier, and the rates for any add-ons, top-ups, or pay-as-you-go usage, are as displayed in the Licensee’s billing portal (or as otherwise notified to the Licensee in writing) at the time the Licensee signs up, renews, upgrades, or downgrades (the Plan Particulars).
  3. The Plan Particulars displayed in the Licensee’s billing portal at the relevant time form part of this Agreement and are binding on the Parties. ConvertHook may update the Plan Particulars from time to time in accordance with clause 12.8, and an update to the Plan Particulars in the billing portal is not an amendment to this Agreement.
  4. By selecting a Plan, clicking “Start for Free”, “Subscribe”, “Upgrade”, or any similar button, or otherwise activating a Plan, the Licensee agrees to pay the fees and accept the inclusions, limitations, and other Plan Particulars applicable to that Plan as displayed at the time of selection.
2. Free trials and free tiers.
  1. Where ConvertHook offers a free trial, free tier, or “Start for Free” option, the scope, duration, included features, and any usage cap will be as set out in the Plan Particulars and may change without notice.
  2. ConvertHook may require email verification, account creation, or valid payment details before granting access to a free trial or free tier.
  3. Unless otherwise stated in the Plan Particulars, free trials and free tiers do not include all paid Plan features.
  4. If a free trial converts into a paid Plan at the end of the trial period, the Licensee authorises ConvertHook (or its payment processor) to charge the Licensee’s nominated payment method for the applicable Plan fee unless the Licensee cancels before the end of the trial.
3. Verified Reports.
  1. A Verified Report (also referred to in marketing materials as a “verified lead” or “report”) means a single completed analysis and report generated by the Tool that satisfies ConvertHook’s then-current criteria for being counted as a verified result, including (where applicable) successful email verification of the submitted lead. The criteria for what constitutes a Verified Report are determined by ConvertHook acting reasonably and may be updated from time to time.
  2. Reports that fail to generate are excluded and do not count toward the Licensee’s monthly Verified Report allowance.
  3. Verified Reports included in the Licensee’s Plan are provided on a “use it or lose it” basis. Unused Verified Reports do not roll over to subsequent Billing Cycles, are not refundable, and are not redeemable for cash or credit, except as required by the Australian Consumer Law.
  4. If the Licensee reaches its monthly Verified Report allowance, ConvertHook may, at its discretion:
    1. pause generation of further Verified Reports for the remainder of the Billing Cycle;
    2. offer the Licensee the option to upgrade to a higher Plan effective immediately; or
    3. make additional Verified Reports available on a pay-as-you-go or top-up basis at ConvertHook’s then-current rates as set out in the Plan Particulars.
  5. Any additional Verified Reports purchased are non-refundable and expire at the end of the Billing Cycle in which they are purchased unless ConvertHook states otherwise in writing.
4. Currency, taxes, and surcharges.
  1. Unless expressly stated otherwise in the Plan Particulars, all fees are quoted in United States Dollars (USD) and are exclusive of any sales tax, value added tax, goods and services tax, or similar tax. Where applicable, indirect taxes may be calculated, collected, and remitted by ConvertHook’s payment processor or its affiliates acting as merchant of record, and will be added to the fee at the prevailing rate.
  2. The Licensee is responsible for any taxes, duties, or government charges (other than taxes on ConvertHook’s income) arising in connection with the Licensee’s use of the Tool.
  3. ConvertHook may pass on to the Licensee any credit card, debit card, or payment processing surcharge imposed by a third-party provider.
5. Billing cycle and payment.
  1. Unless the Plan Particulars state otherwise, Plans are billed in advance for each billing period (the Billing Cycle) commencing on the date the Licensee first subscribes to a paid Plan (or, where a free trial converts to a paid Plan, the date the trial ends). The Plan automatically renews for successive Billing Cycles until cancelled in accordance with clause 12.7.
  2. The Licensee authorises ConvertHook and its payment processor (which may include Sold through Link LLC, a Stripe Affiliate acting as merchant of record) to charge the Plan fee (and any applicable taxes and surcharges) to the Licensee’s nominated payment method on each renewal date, and to charge any additional fees the Licensee has incurred (such as top-up Verified Reports or upgrade differentials). If pricing or other Plan Particulars change in accordance with clause 12.8, the Licensee agrees that the recurring charge amount may be adjusted automatically to reflect the updated amount from the effective date of the change.
  3. If a payment fails or is reversed, ConvertHook may suspend the Licensee’s access to the Tool (including suspending generation of Verified Reports and access to any lead dashboard) until all amounts owing are paid in full. ConvertHook may also retry the payment, charge reasonable dishonour or administration fees, and recover any payment processing surcharge or chargeback fee imposed by a third-party provider.
  4. The Licensee will work in good faith with ConvertHook to resolve any billing dispute. If the Licensee initiates a chargeback with its card issuer or bank, ConvertHook may suspend the Licensee’s access to the Tool until the dispute is resolved and all amounts owing are paid.
  5. Any bonus credits purchased are available for use during the Billing Cycle in which they are purchased and the following two full Billing Cycles. Bonus credits require an active paid Plan to remain available for use. If the Licensee’s paid Plan is cancelled, terminated, or otherwise lapses, any unused bonus credits will expire immediately and are not refundable or redeemable for cash or credit.
6. Plan changes (upgrades and downgrades).
  1. The Licensee may upgrade its Plan at any time. Upgrades take effect immediately. ConvertHook will charge a pro-rated upgrade fee for the remainder of the current Billing Cycle (or, at ConvertHook’s option, simply commence a new Billing Cycle from the upgrade date), and the higher Verified Report allowance and any additional features will apply from the effective date of the upgrade.
  2. The Licensee may downgrade its Plan at any time. Downgrades take effect from the start of the next Billing Cycle. ConvertHook does not refund or pro-rate fees already paid for the current Billing Cycle when the Licensee downgrades.
7. Cancellation.
  1. The Licensee may cancel its Plan at any time through its account, the lead dashboard, or by giving written notice to ConvertHook. Cancellation takes effect at the end of the then-current Billing Cycle. The Licensee will retain access to the Tool, and its Verified Report allowance for the remainder of that Billing Cycle, until the end of the Billing Cycle.
  2. Except where required by the Australian Consumer Law or as expressly stated in this Agreement, fees are non-refundable. ConvertHook does not provide refunds for partially used Billing Cycles, unused Verified Reports, or features the Licensee chooses not to use. Notwithstanding the foregoing, where payments are processed through a third-party merchant of record, that entity’s refund policy may apply to transactions and may permit refunds in circumstances not covered by this clause. ConvertHook is not liable for any refund issued by a third-party merchant of record in accordance with its own terms.
8. Changes to Plan Particulars.
  1. ConvertHook may change the Plan Particulars from time to time, including by changing fees, Verified Report allowances, included features, free trial terms, add-on or top-up rates, or by adding, renaming, or retiring Plans.
  2. Where a change to the Plan Particulars would adversely affect the Licensee’s existing paid Plan (for example, an increase in the Licensee’s Plan fee or a reduction in the Licensee’s included Verified Report allowance), ConvertHook will give the Licensee at least one (1) month’s written notice (by email and/or via the Tool interface). The change will take effect from the next Billing Cycle that commences on or after the end of the notice period.
  3. If the Licensee does not agree to a change to the Plan Particulars that adversely affects its existing paid Plan, the Licensee may cancel its Plan in accordance with clause 12.7 before the change takes effect. Continued use of the Tool after the effective date of the change constitutes acceptance of the updated Plan Particulars.
  4. Changes to the Plan Particulars that do not adversely affect the Licensee’s existing paid Plan (including, without limitation, the introduction of new Plans, changes to the Plan Particulars for new sign-ups only, or changes to add-on or top-up rates that the Licensee has not purchased) may take effect immediately upon being displayed in the Licensee’s billing portal.
9. Payment processing and merchant of record.
  
  Payments for Plans and other fees under this Agreement are processed through Stripe and its affiliates. Sold through Link LLC (trading as Link), a Stripe Affiliate, may act as merchant of record for transactions processed through ConvertHook’s payment infrastructure. By subscribing to a paid Plan, the Licensee acknowledges that its transaction data will be processed by Link in accordance with Link’s own terms and privacy policy, which are separate from this Agreement and the ConvertHook Privacy Policy. Link may independently process, use, and action customer data deletion requests in connection with transaction processing, tax remittance, dispute management, and compliance with applicable law.
Tool availability, changes, and discontinuation
1. The Tool is provided “as is” and “as available”.
2. ConvertHook does not guarantee uninterrupted or error-free availability, or that any particular feature will remain available.
3. ConvertHook may modify, update, suspend, or discontinue any part of the Tool at any time, subject to clause 12.8 in respect of adverse changes to the Licensee’s existing paid Plan.
Intellectual property
1. ConvertHook retains all right, title, and interest in and to the Tool, including all intellectual property rights.
2. The Licensee must not claim ownership of the Tool, or represent that it developed the Tool.
3. The Licensee must use the trade marks “ConvertHook” and “ComKey”, and any other ConvertHook trade marks, only in accordance with brand guidelines provided by ConvertHook from time to time. The Licensee must not register, attempt to register, or use any domain name, business name, trade mark, or social media handle that incorporates, or is confusingly similar to, any ConvertHook trade mark.
4. Feedback.
  
  If the Licensee provides suggestions, feedback, or ideas regarding the Tool, the Licensee grants ConvertHook a perpetual, worldwide, royalty-free licence to use and incorporate that feedback without restriction.
Confidentiality
1. Each Party must keep the other Party’s Confidential Information confidential and must not disclose it except to personnel who need to know and are bound by confidentiality obligations no less protective than this clause.
2. The obligations in clause 15.1 do not apply to information that:
  1. is or becomes publicly available other than through a breach of this Agreement;
  2. was lawfully known to the receiving Party before disclosure by the disclosing Party;
  3. is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or
  4. is required to be disclosed by law, regulation, or order of a court or regulator, provided the receiving Party gives the disclosing Party notice (where permitted) and cooperates with reasonable protective measures.
3. ConvertHook may disclose the existence of the relationship between the Parties, and may identify the Licensee as a customer, for marketing and case study purposes, but must not disclose the commercial terms of this Agreement or any other Confidential Information of the Licensee without the Licensee’s prior written consent.
4. This clause survives termination.
Disclaimers and no reliance
1. The Licensee acknowledges and agrees that:
  1. Outputs may be incomplete, inaccurate, out of date, biased, or misleading;
  2. the Tool is provided for informational purposes only; and
  3. neither the Licensee nor End Users should rely on Outputs as a substitute for professional advice.
2. ConvertHook does not guarantee any ranking improvement, visibility, citations, traffic, conversions, revenue, or other outcome.
Limitation of liability
1. To the maximum extent permitted by law, ConvertHook is not liable for any indirect, special, incidental, consequential, exemplary, or punitive loss, or any loss of profit, revenue, data, goodwill, or opportunity, arising from or connected with:
  1. the Tool, Outputs, or inability to access the Tool;
  2. the Licensee’s integration or website;
  3. reliance on Outputs; or
  4. acts or omissions of End Users.
2. To the maximum extent permitted by law, ConvertHook’s aggregate liability arising out of or in connection with this Agreement is limited to the fees paid by the Licensee to ConvertHook for the Tool in the three (3) months preceding the event giving rise to the claim.
3. Nothing in this Agreement excludes, restricts, or modifies any right or remedy that cannot be excluded under the Australian Consumer Law. Where liability cannot be excluded, liability is limited to the maximum extent permitted by law, including (where permitted) resupply of the services.
Indemnity
1. The Licensee indemnifies ConvertHook against any loss, damage, cost, expense, claim, demand, penalty, or liability arising from or connected with:
  1. breach of this Agreement by the Licensee;
  2. any unauthorised deployment or sublicensing of the Tool;
  3. claims by the Licensee’s clients or End Users relating to the Tool or the Licensee’s use of the Tool, including any complaint by an End User about the Licensee’s marketing, follow-up communications, products, or services;
  4. the Licensee’s collection, use, storage, or disclosure of Lead Data, including any breach of the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), or any applicable local laws;
  5. any representation made by the Licensee that is inconsistent with ConvertHook disclaimers;
  6. the Licensee’s website, branding, content, or materials;
  7. the Licensee’s configuration of webhook endpoints or integration targets in breach of clause 7.2(h); and
  8. any violation of applicable laws, regulations, statutes, or legally binding codes of conduct in the Licensee’s jurisdiction or any jurisdiction in which the Licensee operates or deploys the Tool, including but not limited to laws governing data protection, privacy, electronic communications, consumer protection, anti-spam, and advertising standards, whether or not equivalent to the laws expressly referenced in this Agreement.
2. This indemnity is a continuing obligation and survives termination.
Audit and verification rights
1. ConvertHook may request reasonable evidence that the Licensee is complying with this Agreement, including that:
  1. the Tool is deployed only on the Licensee’s own website(s);
  2. End Users are presented with and accept the ConvertHook Policies prior to use; and
  3. the Licensee maintains a privacy policy and consent mechanisms that comply with clauses 9 and 10.
2. The Licensee must provide such evidence within a reasonable time after request.
3. If ConvertHook reasonably believes the Licensee is in breach, ConvertHook may suspend access pending verification.
Suspension
1. ConvertHook may suspend access immediately if ConvertHook reasonably believes:
  1. the Licensee has breached this Agreement;
  2. there is security risk, legal risk, or reputational risk;
  3. usage is excessive or abusive;
  4. payment is overdue; or
  5. unauthorised third party deployment has occurred or is suspected.
2. Suspension does not limit ConvertHook’s other rights.
Termination
1. ConvertHook may terminate this Agreement immediately by notice if:
  1. the Licensee commits a material breach and fails to remedy it within seven (7) days of notice (if capable of remedy);
  2. unauthorised third party deployment occurs;
  3. the Licensee becomes insolvent, enters administration, liquidation, or has a receiver appointed; or
  4. continued performance would create legal or operational risk for ConvertHook.
2. ConvertHook may terminate this Agreement for convenience on thirty (30) days’ notice.
3. The Licensee may terminate this Agreement on thirty (30) days’ notice provided all fees owing are paid. Cancellation of recurring billing for a paid Plan is governed by clause 12.7.
4. On termination:
  1. all licences granted to the Licensee end immediately;
  2. the Licensee must cease using and offering the Tool, including by removing all integration code, scripts, widgets, and embeds from its websites within a reasonable time and in any event within seven (7) days;
  3. the Licensee must stop representing that it has access to or offers the Tool;
  4. within thirty (30) days of termination, the Licensee must delete or de-identify all Lead Data it received via the Tool, except where retention is required by law. ConvertHook will delete or de-identify Lead Data held by it in accordance with the ConvertHook Privacy Policy; and
  5. clauses intended to survive termination survive, including confidentiality, intellectual property, disclaimers, limitation of liability, indemnities, data use rights, audit rights, and any accrued payment obligations.
Force majeure
1. ConvertHook is not liable for any failure or delay in performance to the extent caused by events beyond ConvertHook’s reasonable control, including natural disasters, war, terrorism, civil unrest, government action, legal change, power failure, internet outage, telecommunications failure, cyber attack, hosting provider failures, and AI provider changes, failures, suspension, or discontinuation.
2. If a force majeure event continues for more than sixty (60) days, ConvertHook may terminate this Agreement by notice without liability.
Relationship of Parties
1. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship.
2. The Licensee has no authority to bind ConvertHook.
Notices
1. Notices must be in writing and may be given by email to the last email address notified by a Party, or via the Tool interface where ConvertHook provides notice functionality.
2. A notice by email is deemed received when sent, unless the sender receives an automated error indicating failed delivery.
Assignment and subcontracting
1. The Licensee must not assign, novate, or transfer this Agreement without ConvertHook’s prior written consent.
2. ConvertHook may assign, novate, or subcontract its obligations at its discretion.
Dispute resolution
1. A Party must notify the other Party of any dispute and the Parties must attempt in good faith to resolve the dispute within fourteen (14) days.
2. Nothing in this clause prevents either Party from seeking urgent injunctive or equitable relief.
Entire agreement, variation, severability, and waiver
1. This Agreement and the ConvertHook Policies form the entire agreement between the Parties regarding the Tool and supersede prior discussions.
2. ConvertHook may update this Agreement by providing notice. Continued use of the Tool after the effective date constitutes acceptance of the updated Agreement.
3. If any provision is invalid or unenforceable, it is read down or severed to the extent necessary without affecting the remainder.
4. A waiver is not effective unless in writing and does not waive any later breach.
Governing law
1. This Agreement is governed by the laws of New South Wales, Australia.
2. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.