Terms of Service

Last updated: To be set on publish

Entity: Evro AI Pty Ltd (ACN 686 025 454), trading as Kora

Contents

1. 1. About these Terms
2. 2. The Service
3. 3. Accounts and access
4. 4. Kora is not an emergency service
5. 5. Care: counselling and support
6. 6. Control and Know: rehearsal and readiness
7. 7. AI outputs
8. 8. Your content
9. 9. Privacy and confidentiality
10. 10. Acceptable use
11. 11. Fees and payment
12. 12. Ending the Service
13. 13. Warranties and the Australian Consumer Law
14. 14. Limitation of liability
15. 15. Indemnity
16. 16. Governing law and disputes
17. 17. Changes to these Terms
18. 18. Contact us

1. About these Terms

These Terms of Service ("Terms") are a legally binding agreement between Evro AI Pty Ltd (ACN 686 025 454), trading as Kora ("Kora", "we", "us", "our"), and you.

Kora is a separate product line from the Evro meeting intelligence product. These Terms cover Kora only.

"You" means:

• the organisation that buys Kora (the "Organisation"), and the people who set it up or manage it for the Organisation ("Administrators");
• people leaders who use Control and Know ("Leaders");
• employees and eligible family members who use Care ("Care Users"); and
• anyone who visits our website.

By creating an account, using the Service or using our website, you agree to these Terms. If you accept these Terms for an Organisation, you confirm you have authority to bind it.

If your Organisation has signed a separate agreement with us, that agreement applies first. Where it conflicts with these Terms, the signed agreement wins.

Our Privacy Policy explains how we handle personal information. It forms part of these Terms.

2. The Service

Kora is an employee assistance program built for organisational change. It has three parts (together, the "Service"):

• Control: Leaders rehearse hard conversations out loud with an AI counterpart and are scored against a standard designed by clinical psychologists.
• Know: the Organisation sees which Leaders have rehearsed and reached the standard, team by team.
• Care: Care Users can book counselling and coaching, use the 24/7 support line and app, and get critical incident support.

What your Organisation has access to depends on its plan.

3. Accounts and access

3.1 Access. Subject to these Terms, we give you a non-exclusive, non-transferable, revocable right to use the Service for the Organisation's internal purposes, or, for Care Users, for your own personal support.

3.2 Eligibility. Leaders and Administrators must be at least 18. Care Users must be eligible under the Organisation's plan. Care is available to people aged 8 and over. Care Users aged 16 and over can consent to their own care. Care Users under 16 need the consent of a parent or guardian.

3.3 Account security. Keep your log-in details private. You are responsible for activity on your account. Tell us straight away if you think someone else has used it.

3.4 Administrators. The Organisation is responsible for giving access only to people who should have it, keeping its user lists current, and removing access when someone leaves.

4. Kora is not an emergency service

If you or someone else is in immediate danger, call 000. For crisis support, call Lifeline on 13 11 14.

The 24/7 line offers support and triage, but it is not a substitute for emergency services. Rehearsals in Control are practice and are not a source of support for a Leader in crisis.

5. Care: counselling and support

5.1 Who provides care. Counselling and coaching are delivered by registered psychologists and counsellors contracted by Kora. The 24/7 line and critical incident support are delivered with our clinical partner, Trauma Centre Australia. Each clinician is responsible for their own clinical judgement and follows their professional and registration standards.

5.2 Confidentiality. Care is confidential. Your Organisation does not see whether you used Care or what you discussed. It sees only de-identified trends. A clinician may share information without your consent only where the law requires or allows it, such as to prevent a serious threat to your life, health or safety, or someone else's. See our Privacy Policy for details.

5.3 No cost to Care Users. Care Users do not pay for sessions covered by the Organisation's plan. Session limits depend on the Organisation's plan and are set out in its agreement.

5.4 Not a replacement for your doctor. Care is short-term support. Your clinician may suggest other services, such as a GP or specialist, if you need longer-term or different care.

5.5 Bookings and cancellations. Cancellation rules are set by the Organisation's plan, and we will tell you what they are when you book. Late cancellations or missed sessions may count towards your Organisation's session allowance.

5.6 Fair use. We may decline or end a session if a Care User is abusive or threatening to a clinician.

6. Control and Know: rehearsal and readiness

6.1 Rehearsal is practice. Control helps Leaders prepare for hard conversations. It does not give legal, employment, HR or medical advice. The Organisation remains responsible for how it runs a restructure, including following employment law, consultation obligations, its enterprise agreements and its policies.

6.2 Scores are a guide. Scores and readiness status show how a Leader performed in rehearsal against a standard. They are not a guarantee of how a real conversation will go, and they are not a measure of a Leader's overall performance. The Organisation must not use a score alone to make decisions about a Leader's employment.

6.3 Work health and safety. Kora can help the Organisation identify, control and review psychosocial hazards and keep a record of what it did. The Organisation's obligations under work health and safety laws remain its own. Kora does not guarantee fewer complaints, claims or sick leave. The Organisation should confirm its approach with its own advisers.

6.4 Private to the Leader. Rehearsal transcripts are private to the Leader and are deleted after a set period. The Organisation sees scores and readiness, not transcripts.

6.5 Uploaded transcripts. If a Leader uploads a transcript of a real conversation for scoring, the Leader and the Organisation must have the right to collect and share it, including any consent required from the other people in the conversation. Kora does not record live meetings.

6.6 Custom scenarios and scorecards. If the Organisation gives us its own scenarios or scorecards, it confirms it has the right to do so, and it is responsible for their content.

7. AI outputs

7.1 What AI does. In Control, AI plays the counterpart in a rehearsal, turns speech into text, and scores rehearsals and uploaded transcripts. In Care, AI helps triage requests for support and scores wellbeing and mental health questionnaires. Together, these are "Output".

7.2 Accuracy. AI can produce responses or scores that are inaccurate, incomplete or biased. We do not guarantee that Output is accurate. Check it before relying on it, and do not rely on it for legal or employment decisions. In Care, registered clinicians make clinical decisions, not AI.

7.3 Use of Output. Subject to these Terms, you may use Output for the Organisation's internal purposes.

7.4 No training on your data. We never use your content, Output or Care information to train AI models, and our AI providers may not use it to train theirs.

8. Your content

8.1 Ownership. As between you and us, you (or the Organisation) own the content you give the Service, such as rehearsal speech, uploaded transcripts, custom scenarios and team information ("User Content").

8.2 Licence to us. You give us a non-exclusive, royalty-free licence to host, process and display User Content only to provide and support the Service, and to create de-identified, aggregated information to run and improve it.

8.3 Our property. We own the Service, including the software, the clinical scoring standards, conversation packs, expert demonstrations and content we create. These Terms do not transfer any of it to you.

8.4 Feedback. If you give us suggestions or feedback, we may use them without any obligation to you.

9. Privacy and confidentiality

9.1 Privacy. We handle personal information under our Privacy Policy and the Privacy Act 1988 (Cth).

9.2 Confidentiality. Each party will keep the other party's non-public information confidential and use it only to perform these Terms. This does not apply to information that is public, already known to the receiving party, or that must be disclosed by law.

9.3 Planning in confidence. We treat information about an Organisation's planned or current restructure as confidential.

9.4 Data location. Data is encrypted and stored in Australia. See our Privacy Policy for details.

10. Acceptable use

You must not:

• use the Service for an illegal purpose, or to harass, bully, discriminate against or intimidate anyone;
• try to identify a Care User from de-identified reports, or pressure anyone to tell you whether they used Care;
• use rehearsal scores or transcripts as the sole basis for disciplinary or employment decisions about a Leader;
• upload content you do not have the right to share;
• share log-ins or give access to people outside the Organisation's plan;
• reverse engineer, decompile or try to extract the source code, prompts, scoring standards or models behind the Service;
• get around usage limits or security features;
• use the Service, or its Output, to build or train a competing product; or
• use the Service to create deceptive content or to impersonate a real person.

We may suspend access if we reasonably believe these rules have been broken.

11. Fees and payment

11.1 Plans. Fees are set out in the Organisation's order form or agreement. Plans can be structured as a fixed annual fee per employee, or a retainer plus a fee for each session used.

11.2 Deposits when switching EAPs. If the Organisation starts using Control and Know before its current EAP contract ends, any deposit is credited as set out in its agreement.

11.3 Invoices and payment terms. Invoicing, payment terms, session allowances and other commercial terms are set out in the Organisation's agreement, which we provide separately.

11.4 GST. Fees are exclusive of GST unless stated. GST will be added where it applies.

11.5 Fee changes. We will give at least 30 days' notice of any fee change. A change takes effect at the start of the Organisation's next term, unless the agreement says otherwise.

12. Ending the Service

12.1 By the Organisation. The Organisation may end the Service in line with its agreement.

12.2 By us. We may suspend or end access if you seriously breach these Terms, if fees are unpaid after notice, or if the law requires us to.

12.3 Continuity of care. If the Organisation's agreement ends, Kora stops funding Care. Care Users who want to keep seeing their counsellor can continue privately with that counsellor, at their own cost. We will help the Organisation tell employees what changes and when.

12.4 Data after termination. We handle data after termination as set out in our Privacy Policy. The Organisation can ask for an export of its readiness records before the end date. Clinical records are kept for as long as health records laws require and are never moved in bulk. They move only if a Care User asks in writing.

13. Warranties and the Australian Consumer Law

13.1 Our commitment. We will provide the Service with due care and skill, and use registered and credential-checked clinicians for Care.

13.2 As available. Except as set out in these Terms and to the extent the law allows, the Service is provided "as is" and "as available". We may change, suspend or stop parts of the Service. We do not guarantee it will always be available or free of errors. We will give the Organisation reasonable notice of a material change.

13.3 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be excluded. Where the law allows, our liability for a failure to meet such a guarantee is limited to supplying the Service again or paying the cost of having it supplied again.

14. Limitation of liability

To the extent the law allows:

• we are not liable for indirect or consequential loss, or loss of profit, revenue or data, arising from the Service; and
• our total liability to the Organisation for all claims under these Terms is limited to the fees the Organisation paid us in the 12 months before the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

15. Indemnity

The Organisation indemnifies us against claims by third parties that arise from:

• User Content the Organisation or its Leaders upload, including uploaded transcripts collected without the required consent;
• the Organisation's decisions about its restructure or its employees; or
• the Organisation's breach of these Terms or the law.

16. Governing law and disputes

16.1 Governing law. These Terms are governed by the laws of New South Wales, Australia.

16.2 Disputes. Before starting formal proceedings, contact us at hello@evro.ai so we can try to resolve the dispute. If it is not resolved within 30 days, either party may take it to the courts of New South Wales. Nothing stops a party from seeking urgent relief from a court.

17. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will tell Organisations and active users by email or in the app before it takes effect. If you keep using the Service after a change takes effect, you accept the updated Terms. The current version is always at koraeap.com/terms.

18. Contact us

Evro AI Pty Ltd, trading as Kora Sydney NSW 2000, Australia Email: hello@evro.ai Website: koraeap.com