LIARBIRD – PLATFORM TERMS AND CONDITIONS
Last Updated: 12/02/2025
1. Introduction
These Terms and Conditions (“Agreement”) govern your use of and access to the proactive cyber defense software-as-a-service platform (“Services”) made available by Liarbird, an Australian corporation incorporated in the Australian Capital Territory and having its principal place of business at 5/73 Northbourne Avenue, Canberra, ACT, 2601 (“Provider,” “we,” “us,” or “our”). This Agreement is effective as of the date you first click “I agree,” sign an Order, or otherwise access the Services (“Effective Date”).
By using or accessing the Services, you (“Customer,” “you,” or “your”) agree to be bound by this Agreement. If you do not agree, you must not use the Services.
2. Definitions
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“Authorised Users” means employees, contractors, or agents authorised by you to access and use the Services on your behalf.
“Confidential Information” means any non-public information disclosed by one party to the other that is identified as confidential or which should be understood to be confidential by the nature of the information or circumstances of disclosure.
“Endpoint Agent” means the endpoint security software component included in the Services that is installed on Customer endpoints.
“Fees” means all charges for the Services as specified in an Order or in the account management portal.
“Force Majeure” means any event or circumstance beyond a party’s reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, pandemic, war, terrorism, or governmental action.
“Order” or “Order Form” means a document or online purchase flow specifying the Services purchased, including pricing and subscription term.
“Privacy Policy” means Provider’s then-current privacy policy describing how Provider handles personal data, located at a URL designated by Provider (or attached as a separate agreement).
“Subscription Term” means the period during which you have subscribed to use the Services, as specified in an Order or the online sign-up process.
3. Scope of the Services
(a) Services Included. The Services is a proactive cyber defense platform delivered as a software-as-a-service, incorporating:
– An Endpoint Agent for cybersecurity.
– Network detection and intrusion prevention.
– Orchestrated Machine Learning-based threat detection and response.
– Cyber deception (decoy) technology.
(b) Excluded Services. The following are not included in the scope of this Agreement:
– Consulting, managed security operations centre (“SOC”), or human incident response services.
– Ongoing monitoring beyond automated threat detection.
– Any additional professional services would require a separate written agreement.
(c) No Free Trial. The Provider does not offer a free trial or proof-of-concept period at this time. All Services are billed per the chosen subscription plan (monthly or annual) with payment in advance.
(d) Modifications. Provider may enhance, update, or modify features of the Services from time to time. If the Provider modifies these T&Cs or substantially changes the Services, we will provide reasonable notice as described in Section 14.
4. Subscription, Renewal, and Cancellation
(a) Subscription Term. Each subscription has an initial term specified in the Order or your online sign-up, and renews automatically at the end of that term for successive renewal periods of the same duration (e.g., monthly or yearly) unless you cancel prior to renewal.
(b) Auto-Renewal. By default, each subscription will auto-renew unless you disable auto-renewal or cancel in your management console or provide us written notice of non-renewal at least [30] days (for annual subscriptions) or [7] days (for monthly subscriptions) before the end of your then-current term.
(c) Cancellation.
– Cancellation by Customer: You may cancel the subscription at any time via the management console. However, any Fees already paid are non-refundable, and cancellation becomes effective at the end of the then-current billing period.
– Suspension/Termination by Provider: We may suspend or terminate your subscription if: (i) you fail to pay Fees when due; (ii) in the reasonable opinion of the Provider (a) you materially breach this Agreement; (b) your use of the Services presents a security or legal risk, or (c) the Provider terminates for convenience on 30 days notice.
(c) Effect of Termination. Upon expiration or termination of your subscription for any reason, you must discontinue use of and access to the Services. Sections of this agreement intended by their nature to survive will survive (including but not limited to confidentiality, indemnification, limitations of liability).
5. Fees and Payment
(a) Fees. You agree to pay all Fees in accordance with this Agreement and the Order or subscription plan you select, whether monthly or annually in advance. Fees do not include applicable taxes, duties, or similar governmental assessments.
(b) Billing & Invoicing.
For annual prepayment, you will be invoiced or charged the annual fee in advance on or about the subscription start date.
For monthly prepayment, you will be invoiced or charged the monthly fee in advance on or about each monthly anniversary of your subscription.
(c) Payment Failure. If any Fee is not paid when due, the Provider may suspend your access to the Services until any outstanding Fees are paid. If payment is overdue, the Provider may terminate your subscription.
(d) No Refunds during Subscription Term If you terminate during the Subscription Term, you will not receive a refund of Fees paid in advance. If Provider terminates for convenience, you may be entitled to a prorated refund at the Provider’s discretion.
6. License and Use Rights
(a) License Grant. During the Subscription Term, the Provider grants you a non-exclusive, non-transferable, limited right to access and use the Services solely for your internal business purposes.
(b) Restrictions. Except as expressly permitted in writing by Provider, you will not (and will not permit any third party to):
– Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services.
– Sell, resell, rent, lease, sublicense, or otherwise make the Services available to unauthorised third parties.
– Copy or create derivative works of any part of the Services.
– Remove or obscure any proprietary notices on the Services.
– Use the Services in violation of any applicable law or regulation, or for any unlawful purpose.
(c) Use the Services on Devices Without Legal Authorisation: You agree not to install, use, or access the Services on any employee, contractor, agent, or other device unless you have the express legal right to do so. This includes ensuring that all Authorised Users have appropriate agreements in place granting the necessary permissions to use the Services for security monitoring purposes.
(d) Ownership. The Provider (or its licensors) retains all right, title, and interest in and to the Services, including all related intellectual property rights. Your rights to use the Services are limited to those expressly granted in this Agreement.
7. Data Protection and Privacy
(a). Privacy Policy. Your use of the Services is subject to our Privacy Policy, which is incorporated by reference. We will comply with applicable data protection laws, including the Australian Privacy Act 1988 (Cth), in handling any personal data obtained via the Endpoint Agent or network intrusion prevention system.
(b) Customer Data. You retain all ownership rights in any data you provide or that is collected from your networks and endpoints during your lawful use of the Services (“Customer Data”). You grant the Provider a non-exclusive license to process Customer Data solely for providing and improving the Services.
(c) Confidential Information. Both parties agree to maintain the confidentiality of the other’s Confidential Information and not to disclose or use it except as necessary for the performance of this Agreement. This obligation survives termination of the Agreement for a period of five (5) years or such longer period as required by law.
8. Security and Suspension
(a) Security Measures. We employ commercially reasonable administrative, physical, and technical measures to protect the security of the Services.
(b) Service Suspension. In addition to non-payment, Provider may suspend the Services, in whole or in part, if:
– You are in breach of any material representation, warranty, or covenant in this Agreement.
– A security risk to the Services or to other customers is detected in connection with your usage.
– We receive a court order or other lawful request to do so. We will use reasonable efforts to provide notice before any suspension and reinstate the Services once the grounds for suspension are corrected.
9. Disclaimers
(a) No Warranty for Certain Services. The services are provided on an “as is” and “as available” basis. Except to the extent required by the Australian consumer law or any other applicable law that cannot be excluded, we make no warranties or guarantees, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
(b) No Uptime Guarantee. At present, no specific service-level agreement or uptime commitment is offered. The Provider will use reasonable efforts to maintain availability but does not guarantee uninterrupted operation.
10. Limitation of Liability
(a) Exclusion of Certain Damages. Except as required under the Australian consumer law, to the maximum extent permitted by law, the provider will not be liable for any indirect, incidental, special, or consequential damages, or damages for lost profits, revenues, savings, or data, whether or not foreseeable, arising out of or related to this agreement.
(b) Liability Cap. To the extent permitted by law, the provider’s total liability for any claim arising out of or related to this agreement will not exceed, in the aggregate, the fees paid by you to the provider in the preceding twelve (12) month period for the specific services giving rise to the claim.
(c) Australian Consumer Law. If the Australian Consumer Law or other applicable law imposes any non-excludable guarantee or obligation, our liability shall be limited, at our option, to the re-supply of the Services or payment of the cost of re-supply.
11. Indemnification
(a) By Provider. The Provider will indemnify and defend you against any third-party claims alleging that the Services infringe a third party’s intellectual property rights, provided that you promptly notify the Provider in writing of such claim, grant the Provider sole control of the defence and settlement, and cooperate with the Provider as reasonably required.
(b) By Customer. You will indemnify and defend the Provider against any third-party claims arising from or related to your (a) misuse of the Services, (b) violation of applicable law, or (c) provision or use of Customer Data in violation of any third-party rights, provided that the Provider promptly notifies you in writing and grants you sole control of the defense.
(c) Exclusions. Provider’s indemnification obligations do not apply if the alleged infringement arises from (i) unauthorised modifications to the Services, (ii) combination with non-Provider products, (iii) Customer Data, or (iv) use of the Services not in compliance with the Agreement.
12. Force Majeure
Neither party will be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including acts of God, epidemics, war, riots, or governmental action. If a force majeure event continues for more than fifteen (15) days, either party may terminate this Agreement upon written notice.
13. Dispute Resolution and Governing Law
(a) Governing Law. This Agreement is governed by and construed in accordance with the laws of the Australian Capital Territory, Australia.
(b) Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of the Australian Capital Territory for any disputes, except to the extent federal laws or courts have jurisdiction over specific claims.
(c) Mediation and Arbitration. If a dispute arises, the parties agree to first attempt to resolve it by good-faith negotiation. If the parties fail to resolve the dispute within fifteen (15) days, they will submit to mediation under the ICC Mediation Rules of the International Chamber of Commerce.. If the dispute is not settled by mediation within 20 days following notice of a request for mediation, such dispute will be finally settled under the Rules of Arbitration (Arbitration Rules) of the ICC by three (3) arbitrators appointed in accordance with the Arbitration Rules.
(d) The language of the mediation and arbitration will be English.
(e) The costs of mediation and arbitration will be borne equally by the parties subject to any contrary costs award made by the arbitration panel.
14. Revisions to this Agreement
The Provider may update or revise these Terms and Conditions from time to time on its website. We suggest that you check our website regularly to ensure that you are aware of our Terms and Conditions. Provider will provide at least thirty (30) days’ notice of any material changes, either by email, in-app notification, or through the Services dashboard. If you do not agree with the changes, you may terminate your subscription, subject to clauses 3, 4 and 5. Your continued use of the Services after the effective date of such changes constitutes your acceptance.
15. Assignment
Neither party may assign or transfer this Agreement without the other party’s prior written consent, except that Provider may assign the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16. No Third-Party Beneficiaries
Nothing in this Agreement is intended to confer rights or remedies upon any person or entity other than the parties to this Agreement and their permitted successors or assigns.
17. Entire Agreement; Severability
(a) Entire Agreement. This Agreement (including any referenced documents like the Privacy Policy, Order Forms, or addenda) constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous oral or written communications.
(b) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
18. Publicity
Provider will not reference Customer’s name, logo, or trademarks in Provider’s marketing materials or website unless and until Customer grants explicit, written consent.
19. Notices
All legal notices required under this Agreement shall be in writing and delivered by email or by courier or registered mail. The Provider’s designated email address for notices is [email protected]. The Customer’s designated email address is the one provided in its account profile or on the Order Form.
Liarbird Pty Ltd
Level 5 / 73 Northbourne Ave, Canberra, ACT, 2601
[email protected]
If you have any questions about this Agreement, please contact us at [email protected]