Predict the future by creating it

Terms and Conditions

1. Introduction
1.1 Welcome to https://pro-position.ai. This Platform is operated by Pro-Position.AI Pty Ltd (ABN 68 946 226 2), with its principal place of business located at 81-83 Campbell Street, Surry Hills, NSW 2010. The Company operates a web-based software-as-a-service platform that provides competitor analysis, customer feedback insights and data-driven product roadmap analysis to support software companies in making informed decisions about pricing, product features and market positioning.
1.2 Please carefully review these Terms and Conditions, as they govern your access to and use of the Platform and any associated Services provided by the Company. These Terms outline your rights and responsibilities as a Customer.

2. Definitions and Interpretation
2.1 Definitions
In these Terms, the following words and expressions have the meanings given below, unless the context otherwise requires:
i. Account means a registered profile created by a User or Customer to access and use the Platform and Services, whether as a Business Account or a User Account;
ii. Australian Consumer Law (ACL) means the law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time;
iii. Australian dollars (AUD) means the lawful currency of the Commonwealth of Australia;
iv. Business Account means the primary account created by a Customer on the Platform for use by the Customer’s organisation, through which the Customer manages its subscription, billing, settings, and authorised Users;
v. Company Content means all data, text, graphics, images, audio, video, software, code, reports, analyses, and other materials made available on or through the Platform by the Company, excluding User Content, Third-Party Services and third party content;
vi. Company IP means all intellectual property rights in and to the Platform, the Services, software, source code, algorithms, databases, user interfaces, design elements, documentation, trade marks, and all other materials developed, provided, or made available by the Company under these Terms, including all Company Content;
vii. Company, we, our, or us means PRO-POSITION.AI PTY LTD, and includes its successors, permitted assigns, and any related bodies corporate;
viii. Customer Data means all data, information, and content (including personal information, as defined under applicable privacy laws) that you or your authorised Users provide to, store on, or generate through the Platform in connection with the Services;
ix. Customer, User, you, or your means any person or entity who accesses or uses the Platform or Services, whether as a registered Account holder or otherwise, and includes any authorised representatives, employees, or agents acting on their behalf;
x. Disclosing Party means the party to these Terms that discloses or makes available Confidential Information to the other party, whether directly or indirectly, in any form or medium, and whether before or after the commencement of these Terms;
xi. Dispute means any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, interpretation, breach, or termination, or any non-contractual obligations arising out of or in connection with it;
xii. Force Majeure Event means any event or circumstance beyond a party’s reasonable control, including but not limited to acts of God, natural disasters, flood, fire, earthquake, storm, explosion, war, armed conflict, terrorist act, civil commotion, epidemic, pandemic, governmental action, labour disputes, power outages, internet or telecommunications outages, or failure of third-party hosting or infrastructure providers;
xiii. GDPR means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council, as amended or replaced from time to time, and any applicable implementing or supplementary legislation;
xiv. Goods and Services Tax (GST) means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended or replaced from time to time;
xv. ICC Rules of Arbitration means the Rules of Arbitration of the International Chamber of Commerce, as amended from time to time and in force at the date of commencement of the arbitration;
xvi. International Chamber of Commerce (ICC) means the International Chamber of Commerce, a global business organisation headquartered in Paris, France, which provides dispute resolution services through the ICC International Court of Arbitration;
xvii. Non-Excludable Rights means any statutory rights, guarantees, or remedies that cannot be excluded, restricted, or modified under the ACL or any other applicable consumer protection law;
xviii. Platform means the website, web-based application, and any associated mobile applications operated by the Company, including all content, functionality, and services made available through them;
xix. Privacy Act 1988 (Cth) means the Privacy Act 1988 (Cth), as amended or replaced from time to time, including the Australian Privacy Principles contained therein;
xx. Privacy Policy means the Company’s privacy policy as created and amended from time to time, which sets out how the Company collects, uses, discloses, and protects personal information and Customer Data;
xxi. Receiving Party means the party to these Terms that receives or otherwise obtains Confidential Information from the Disclosing Party, whether directly or indirectly, in any form or medium, and whether before or after the commencement of these Terms;
xxii. Services means the competitor analysis, customer feedback insights, product roadmap analysis, and any other features, tools, or functionalities provided by the Company through the Platform or otherwise, as further described on the Platform and in any applicable Subscription Plan;
xxiii. Subscription means the arrangement under which a Customer pays the applicable Subscription Fees to access and use the Services for a specified term by the Customer and Users, in accordance with the Subscription Plan selected on the Platform;
xxiv. Subscription Fees means the fees payable by the Customer for the Subscription, as set out on the Platform or otherwise agreed in writing with the Company, and as may be updated from time to time in accordance with these Terms;
xxv. Subscription Plan has the meaning set out in Clause 7.1;
xxvi. Terms means these Terms and Conditions, including any policies, schedules, or documents incorporated by reference, as amended from time to time;
xxvii. Third-Party Services means any services, content, products, applications, or websites provided by a third party that may be integrated with, linked to, or accessed through the Platform;
xxviii. User Account means an individual Account linked to a Business Account, created for and assigned to a specific authorised User, with unique login credentials, permissions, and access rights as determined by the Business Account holder; and
xxix. User Content means any data, text, images, audio, video, files, or other content uploaded, submitted, transmitted, or otherwise provided by a Customer or User to or through the Platform, including Customer Data.
2.2 Interpretation
In these Terms, unless the context otherwise requires:
a) headings are for convenience only and do not affect interpretation;
b) a reference to a clause, schedule, or annexure is a reference to a clause of, or a schedule or annexure to, these Terms;
c) a reference to “including” or “includes” means “including without limitation”;
d) the singular includes the plural and vice versa;
e) a reference to a person includes an individual, company, partnership, joint venture, association, corporation, trust, or government agency and their successors and assigns.
f) a reference to a document or agreement (including these Terms) is to that document or agreement as amended, supplemented, varied or replaced from time to time;
g) a reference to “law” includes common law, principles of equity, statutes, regulations, and other instruments under them, and consolidations, amendments, re-enactments, or replacements of any of them;
h) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
i) unless stated otherwise, a reference to a time is to the time in New South Wales, Australia; and
j) if a word or phrase is defined, its other grammatical forms have a corresponding meaning.

3. Acceptance
3.1 By creating an Account, subscribing to our Services, or otherwise using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you are subscribing on behalf of a company or other organisation, you represent and warrant that you have the authority to accept on its behalf and to bind it to these Terms. If you do not agree, you must immediately cease using the Platform and its Services.
3.2 Where the option to accept is presented within the Platform’s user interface, you indicate your acceptance by selecting the checkbox confirming your agreement (“I Agree,” “Accept,” or similar) before completing registration or Subscription.

4. Changes
The Company reserves the right to modify these Terms at its sole discretion. Any changes will be updated on this page, with the date of the latest amendment indicated at the beginning. We will endeavour to notify you of significant changes by appropriate methods such as email or notices on the Platform. Continued use of the Platform after updates have been posted constitutes your acceptance of any revised Terms.

5. Eligibility
5.1 By accessing the Platform or using any Services, you confirm that you are at least 18 years of age (or the age of legal majority in your jurisdiction, if that age is higher) or you have obtained the consent of a parent or legal guardian to use the Platform and Services. Where required by applicable privacy or data protection laws, you further confirm that you meet the minimum digital consent age in your jurisdiction or have obtained verifiable parental or guardian consent.
5.2 Users who do not meet the eligibility criteria set out in Clause 5.1 are prohibited from accessing or using the Platform or Services.
5.3 The Company reserves the right to refuse access to the Platform or Services to any Customer or User at its sole discretion, including if eligibility requirements are not met.

6. Account Registration and Security
6.1 Account Creation
a) To access and use the Services, you must create a Business Account and, where applicable, an individual User Account.
b) Only one Business Account may be created per subscribing organisation unless otherwise approved by the Company in writing.
c) You must provide accurate, current and complete information during the registration process and promptly update such information to ensure it remains accurate at all times.
d) The Company may require you to verify your identity or authority before activating your Account or granting access to the Services.
6.2 Security of Access Credentials
a) You are solely responsible for maintaining the confidentiality and security of all login credentials associated with your Account, including any credentials for authorised Users under your Business Account.
b) All User Accounts must use two-factor authentication, and you must ensure that all authorised Users enable and maintain this security measure.
c) You must implement reasonable security measures to protect against unauthorised access to the Platform from your devices, networks or systems.
6.3 Prohibited Account Sharing and Access
a) You must not share login credentials with any other person, permit the use of your Account by unauthorised individuals, or allow simultaneous logins in breach of Subscription limits.
b) You must ensure that only authorised personnel of your organisation access the Platform under your Subscription, and that each User has their own unique credentials.
c) The Company may monitor usage to detect and prevent unauthorised access or Account sharing.
6.4 Responsibility for Account Activity
a) You are responsible for all activities that occur under your Account, whether authorised by you or not.
b) Any action or omission by an authorised User under your Business Account will be deemed to be your action or omission.
c) You must notify the Company immediately if you become aware of any unauthorised access to or use of your Account, compromise of your credentials, or any other security breach, and you must cooperate fully in any investigation or mitigation efforts.
6.5 Company Rights
a) The Company reserves the right to suspend, restrict or permanently disable any Account as further outlined in Clause 17 (including associated User Accounts) that it reasonably suspects to be:
i. compromised,;
ii. in breach of these Terms,;
iii. involved in unauthorised or fraudulent activity, ; or
iv. otherwise creating a risk to the security or integrity of the Platform or Services.
b) The Company may, at its discretion, require you to reset your credentials or take additional security measures before restoring access.
c) The Company is not liable for any loss or damage arising from your failure to comply with the obligations in this Clause 6.

7. Subscription Plans and Fees
7.1 Access to the Services is provided on a Subscription basis. The Company currently offers:
a) Annual Subscription Paid Monthly: AUD $350 + GST per month; or
Annual Subscription Paid Upfront: AUD $3,500 + GST per year; or
b) Other Subscription agreed in writing between the Customer and the Company,
c) each a Subscription Plan.
7.2 Enterprise pricing may be agreed separately in writing but will not alter the scope of the Services unless expressly stated. Each Subscription is linked to one Business Account and the authorised number of User Accounts permitted under that Subscription.
7.3 The Company does not offer free trials, except where expressly agreed in writing for specific enterprise prospects.
7.4 All Subscription Fees are payable in advance for the applicable Subscription Plan (monthly or annual) and must be made using the payment methods approved by the Company. Payment processing is handled by third-party providers (e.g., Stripe), and the Company does not store your payment information.
7.5 The Subscription Plan selected by the Customer will automatically renew unless cancelled in accordance with these Terms.
7.6 You authorise the Company (or its payment provider) to automatically debit Subscription Fees from your nominated payment method on a recurring basis until your Subscription is cancelled in accordance with these Terms. If a payment is declined, the Company may suspend access to the Services until payment is successfully processed.
7.7 All fees are exclusive of GST and any other applicable taxes, duties, or levies, unless otherwise stated. You are responsible for all such taxes payable in connection with your Subscription, other than taxes based on the Company’s income.
7.8 Refunds will only be provided as required by the Australian Consumer Law or other applicable law. Except as required by law, all Subscription Fees are non-refundable, including in cases of cancellation or termination before the end of a Subscription Plan.
7.9 The Company may change Subscription Fees or introduce new plans at any time by giving you at least forty five (45) days’ written notice. Any changes will take effect at your next Subscription Plan payment following expiry of the notice period.
7.10 All fees are stated and payable in Australian dollars, unless otherwise agreed in writing.

8. Onboarding And Training
8.1 Upon commencement of a Subscription, the Company will provide reasonable onboarding assistance and training to Customers to facilitate the effective use of the Platform and Services. Such onboarding and training are intended to familiarise Customers with key features, functionalities and best practices for maximising value from the Services.
8.2 The scope, format and duration of onboarding or training will be determined by the Company at its discretion, taking into account the Customer’s Subscription Plan, the complexity of the Services and the Customer’s stated needs. Onboarding and training may be delivered through one or more methods, including:
a) live virtual demonstrations or screen-sharing sessions;
b) pre-recorded tutorials or webinars;
c) step-by-step guides, manuals, or knowledge base articles; or
d) other delivery formats the Company considers suitable.
8.3 Unless otherwise agreed in writing, onboarding and training will be provided as a single session at the commencement of each Subscription. Any additional onboarding or training requested by the Customer may be provided at the Company’s discretion and may be subject to additional fees, as agreed between the Parties in advance.

9. Licence and Intellectual Property
9.1 Subject to your compliance with these Terms and payment of all applicable Subscription Fees, the Company grants you a limited, non-exclusive, non-transferable and non-sublicensable licence to access and use the Platform, Services and associated Company Content during your active Subscription Plan, solely for your organisation’s internal business purposes and within any applicable Subscription limits.
9.2 All Company IP are and will remain the exclusive property of the Company or its licensors. Nothing in these Terms transfers any ownership rights in the Company IP to you. All rights not expressly granted to you are reserved by the Company and its licensors.
9.3 You retain all rights, title, and interest in and to any data, content, or materials you upload, submit, or otherwise provide through the Platform. You grant the Company a non-exclusive, worldwide, royalty-free licence to use, host, store, reproduce, modify and create derivative works from Customer Data solely as necessary to provide and improve the Services, comply with applicable laws, and enforce these Terms.
9.4 If you provide the Company with any suggestions, enhancement requests, recommendations, or other feedback relating to the Platform or Services, you grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate such feedback into its products and services without restriction or obligation to you.
9.5 You may:
a) access and view Company Content in accordance with your subscription limits (including restrictions on industry scope and number of competitors). Each Subscription is subject to a maximum of twenty (20) competitors being accessible to the Customer at any one time, and to the specific industry sector nominated by the Customer when subscribing;
b) use the Services and Company Content solely for internal analysis, decision-making and planning; and
c) allow authorised Users under your Business Account to use the Services, provided each User has unique login credentials and complies with these Terms.
9.6 You must not, and must ensure that authorised Users do not:
a) copy, modify, adapt, translate, create derivative works of, distribute, transmit, or otherwise exploit any part of the Company IP except as expressly permitted by these Terms;
b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software included in the Services, except to the extent permitted by applicable law;
c) export, scrape, mine, download, or otherwise extract data from the Platform in bulk, manually or via automated tools, unless expressly authorised in writing by the Company;
d) circumvent, disable, or otherwise interfere with any access control or security feature of the Platform;
e) use the Services to provide services to third parties or incorporate any part of the Services into a competing product or service;
f) share login credentials or allow any unauthorised person to access the Platform;
g) attempt to circumvent the competitor or industry sector limits described in Clause 9.5a) by creating additional accounts, using third-party access or any other method;
h) access the Platform for benchmarking, competitive analysis, or monitoring purposes without prior written consent in the form of a subscription.
i) use the Services or Company Content in any unlawful, fraudulent, or harmful manner, or in violation of applicable laws or regulations.
9.7 The Company reserves the right to monitor usage for compliance with this Clause and may suspend or terminate your access to the Services immediately in accordance with Clause 17 if it reasonably believes you have breached these Terms.

10. User-Generated Content
10.1 The Platform may allow Customers or authorised Users to submit, post, or share comments, reviews, feedback or analysis reports. You are solely responsible for all User Content that you submit or make available through the Platform.
10.2 You retain all ownership rights in your User Content. By submitting User Content, you grant the Company a worldwide, non-exclusive, royalty-free, transferable, and sublicensable licence to use, host, store, reproduce, adapt, modify, publish, display and distribute such content for the purposes of operating, improving and promoting the Services.
10.3 You must not submit User Content that:
a) is unlawful, misleading, defamatory, obscene, offensive or otherwise inappropriate;
b) infringes any third party’s intellectual property, privacy or other rights;
c) contains viruses, malware,or other harmful code;
d) is intended to solicit business away from the Company or promote competing products or services; or
e) violates any applicable law or regulation.
10.4 The Company does not actively monitor all User Content but reserves the right to review, edit, or remove any User Content at its sole discretion, including where it believes there has been a breach of these Terms or applicable law.
10.5 The Company is not responsible or liable for any User Content submitted by Customers or Users, nor for any loss or damage arising from reliance on such content.

11. Third-Party Integrations and Services
11.1 The Services may integrate with or provide access to third-party products, services, websites, or applications, including but not limited to payment processing services provided by Stripe and other software tools nominated by Customers for integration.
11.2 The Company does not endorse, control, or assume any responsibility for third-party services, their content, functionality or availability. Access to and use of third-party services is at your own risk and may be subject to separate terms and conditions or privacy policies established by those third parties.
11.3 You are solely responsible for:
a) ensuring that any requested integration with third-party services complies with applicable laws, licences and terms of use; and
b) any data you choose to share with third-party services, including configuring appropriate privacy and security settings.
11.4 The Company is not responsible or liable for any loss or damage arising from:
a) your use of or reliance on third-party services;
b) any interruptions, errors, or failures in third-party services; or
c) any acts or omissions of providers of third-party services.

12. Privacy and Data Protection
12.1 The Company will collect, store, use and disclose personal information in accordance with its Privacy Policy, which is incorporated into these Terms by reference and available as required. The Privacy Policy explains how Customer Data is managed, including rights of access, correction and complaint handling.
12.2 The Company collects only the minimum Customer Data necessary to provide the Services, including names, email addresses, and login credentials. It does not store any payment card details, and all payment transactions are processed securely through third-party payment processors.
12.3 Customer Data will be used solely for the purposes of delivering, supporting, and improving the Services, fulfilling legal obligations, and as otherwise permitted by these Terms or with the Customer’s consent.
12.4 The Services are accessible worldwide, and Customers may be located outside Australia. By using the Services, Customers acknowledge that their Customer Data may be transferred to and stored in Australia, and may also be transferred to other jurisdictions where the Company, its affiliates or its service providers operate.
12.5 The Company will take reasonable steps to ensure that any overseas recipient of Customer Data complies with privacy laws that are substantially similar to the Privacy Act 1988 (Cth), or otherwise ensures appropriate safeguards are in place in accordance with applicable data protection laws, including but not limited to the GDPR, and equivalent privacy regimes.
12.6 The Company will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from misuse, interference, loss, unauthorised access, modification, or disclosure, but Customers acknowledge that no method of transmission over the internet or electronic storage is completely secure.
12.7 Where applicable under privacy laws, Customers and Users have the right to, in relation to their Customer Data:
a) access it;
b) request correction or deletion of it;
c) object to or restrict the processing of it; and
d) request its transfer to another service provider.}
12.8 Requests to exercise these rights must be submitted to the Company using the contact set forth in Clause 21.
12.9 Customer Data will be retained only for as long as necessary to provide the Services, comply with legal obligations, resolve disputes, and enforce agreements. Upon termination of a Subscription, Customer Data will be deleted in accordance with the Company’s data retention policy, except where retention is required by law.

13. Confidentiality
13.1 For the purposes of these Terms, “Confidential Information” means all information, whether oral, written, electronic, or in any other form, that is disclosed by one party to the other party in connection with the Services and that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, trade secrets, software code, algorithms, product designs, customer lists, and non-public business or financial information.
13.2 Confidential Information does not include information that:
a) is or becomes publicly available without breach of these Terms;
b) is rightfully received by the Receiving Party from a third party without restriction on disclosure;
c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
d) the Disclosing Party agrees in writing is not confidential
13.3 The Receiving Party must:
a) keep the Disclosing Party’s Confidential Information strictly confidential;
b) not use Confidential Information for any purpose other than to perform its obligations or exercise its rights under these Terms;
c) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisers who have a need to know for the permitted purpose and who are bound by confidentiality obligations no less restrictive than those set out in this Clause; and
d) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.
13.4 If the Receiving Party is required by law, court order, or regulatory authority to disclose the Disclosing Party’s Confidential Information, it must (to the extent legally permitted) give the Disclosing Party prompt written notice and cooperate in any lawful effort to limit or oppose such disclosure.
13.5 Upon termination of the Services or upon request, the Receiving Party must promptly return or destroy all Confidential Information of the Disclosing Party, except to the extent retention is required by law or for archival purposes in accordance with reasonable business practices.
13.6 The obligations in this Clause survive the termination or expiry of these Terms for a period of three (3) years, or indefinitely in the case of trade secrets.

14. Warranties and Disclaimers
14.1 Each party warrants that it has the legal right, power and authority to enter into and perform its obligations under these Terms; and
14.2 You warrant that:
a) all information you provide to the Company in connection with your Subscription, Account registration, and use of the Services is accurate, complete and up to date;
b) you have all necessary rights, licences, and consents to provide the Customer Data and to grant the licences set out in these Terms; and
c) execution and performance of these Terms will not conflict with any other agreement to which it is a party; and
d) your use of the Services will comply with all applicable laws, regulations and third-party rights in the jurisdictions in which you operate.
14.3 The Company uses information obtained from publicly available sources, including but not limited to other company websites, public pricing pages, news articles, press releases, social media and industry reports. The Company may also use automated tools, data scrapers and manual research to collect and process such information. While the Company endeavours to provide accurate and reliable information, it does not independently verify all data and makes no representation or warranty as to the completeness, accuracy or reliability of any information displayed.
14.4 All Company Content on the Platform, including competitor analysis, market insights, and recommendations, is provided for informational purposes only and should not be relied upon as the sole basis for business, investment or product decisions. You are solely responsible for verifying the accuracy and applicability of any such information before relying on it, and the Company is not responsible for any loss or damage arising from such reliance.
14.5 Where practicable, the Company provides a link to the original source of published information. The Platform may also contain links to, or content embedded from, third-party websites or services. These are provided solely for convenience, and the Company does not endorse, control, or accept responsibility for the content, products, services, or privacy practices of any third-party site. Accessing and using third-party sites is at your own risk.
14.6 Except for the non-excludable guarantees and rights under the Australian Consumer Law or other applicable laws, the Company provides the Platform and Services “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. Without limiting the foregoing, the Company specifically disclaims:
a) any warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation; and
b) any warranties that the Services will meet your requirements, achieve any intended results, or be compatible or work with any other software, systems, or services;

15. Limitation of Liability
15.1 Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy implied or imposed by the ACL or any other applicable law that cannot lawfully be excluded, restricted, or modified.
15.2 To the maximum extent permitted by law, the Company’s liability for a breach of any Non-Excludable Right is limited, at the Company’s option, to:
a) the supply of the Services again; or
b) the payment of the cost of having the Services supplied again up to a maximum of the Subscription Fee or part of the Subscription Fee relevant to the Services to be supplied again.
15.3 Subject to Clause 15.1, and to the maximum extent permitted by law, the Company will not be liable to you or any third party for any:
a) loss or damage, loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or loss of data; or
b) indirect, consequential, special, punitive, or exemplary loss or damage, arising out of or in connection with these Terms or the Services, even if the Company has been advised of the possibility of such loss or damage.
15.4 Subject to Clauses 15.1, 15.2 and 15.3, and to the maximum extent permitted by law, the total aggregate liability of the Company to you for any and all claims arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), equity, statute, or otherwise, will not exceed an amount equal to the total Subscription Fees paid by you to the Company in the twelve (12) months preceding the event giving rise to the claim.
15.5 You acknowledge that the Subscription Fees reflect the allocation of risk between the Parties under these Terms and that this limitation of liability Clause forms a fundamental basis on which the agreement between you and the Company has been made.

16. Indemnity
16.1 To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, or expenses (including reasonable legal feescosts) arising out of or in connection with:
a) your access to or use of the Services, including any content you upload, transmit, or make available through the Platform;
b) any breach of these Terms by you or any person using your Account;
c) any breach of applicable law by you; and
d) any claim by a third party alleging that your use of the Services infringes its intellectual property or other rights.
16.2 Your indemnity obligations do not apply to the extent that any claim, demand, action, proceeding, liability, loss, damage, cost or expense arises from:
a) the Company’s breach of these Terms;
b) the Company’s negligence or willful misconduct; or
c) any matter for which the Company is liable under a Non-Excludable Right.
16.3 The Company will:
a) promptly notify you of any indemnified claim;
b) give you reasonable control over the defence and settlement of the claim, with prior consent of the Company, and (subject to the Company’s right to participate in the defence); and
c) provide you with reasonable assistance in defending the claim, at your cost.

17. Termination and Suspension
17.1 You may terminate your Subscription Plan at any time through the Account management settings on the Platform or by providing the Company with thirty (30) days’ written notice prior to the end of the current Subscription Plan. Unless otherwise required by law, Subscription Fees are non-refundable, and termination will take effect at the end of your current Subscription Plan.
17.2 The Company may also terminate these Terms for convenience by providing the Customer with at least thirty (30) days’ prior written notice to the other party, or such shorter period as may be mutually agreed in writing.
17.3 The Company may suspend or terminate your access to the Services and the Platform immediately by written notice if:
a) you breach any provision of these Terms and fail to remedy the breach within seven (7) days after receiving notice requiring you to do so (if the breach is capable of being remedied);
b) you engage in account misuse or share account details in breach of Clause 6, in which case termination may take effect on the same day (where permitted under applicable law);
c) you fail to pay any fees when due and do not rectify the non-payment within seven (7) days after receiving notice;
d) you engage in conduct that is illegal, fraudulent, or may harm the reputation, security, or integrity of the Services; or
e) the Company is required to do so by law or a regulatory authority.
17.4 Upon termination of your Account for any reason:
a) your right to access and use the Services and the Platform will cease immediately;
b) the Company may delete or deactivate your Account and associated data, subject to applicable data retention laws; and
c) all provisions of these Terms which by their nature should survive termination (including clauses relating to payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnities, disputes and governing law) will continue to apply.
17.5 The Company may suspend your access to the Services (in whole or in part) and the Platform without liability if:
a) the suspension is necessary for scheduled maintenance, emergency repairs, or system upgrades;
b) the Company reasonably believes your use of the Services poses a security risk, violates applicable law or infringes the rights of others; or
c) the suspension is necessary to prevent damage, loss or legal liability to of or to the Company or any third party.

18. Force Majeure
18.1 Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) where such delay or failure is caused by a Force Majeure Event.
18.2 The affected party must promptly notify the other in writing and use all reasonable efforts to mitigate the impact.
18.3 If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Services by giving seven (7) days’ written notice without liability, except for obligations accrued before the event.

19. Dispute Resolution
19.1 If any dispute, claim, or controversy, arises out of or in connection with these Terms or the Services, the parties must first use reasonable efforts to resolve it through good faith negotiations. Either party may initiate this process by giving written notice of the Dispute to the other party, and both parties will meet (virtually or otherwise) within thirty (30) days to seek a resolution.
19.2 If the Dispute is not resolved within thirty (30) days after notice is given, the parties agree to attempt resolution through mediation administered by the International Chamber of Commerce (ICC) under its Mediation Rules. Mediation may be conducted virtually unless both parties agree otherwise.
19.3 If the Dispute remains unresolved thirty (30) days after the commencement of mediation, it must be finally resolved by binding arbitration under the ICC Rules of Arbitration, by a single arbitrator appointed in accordance with those rules. The seat of arbitration will be Sydney, Australia, unless the parties agree in writing to an alternative neutral seat. The language of the arbitration will be English, and the arbitral award will be final and binding on both parties.
19.4 Nothing in this clause prevents either party from:
seeking urgent injunctive, protective, or other equitable relief in any court of competent jurisdiction.

20. General
20.1 Entire Agreement
These Terms, together with the Privacy Policy and any other policies or documents expressly incorporated by reference, constitute the entire agreement between you and the Company with respect to the Services and supersede all prior agreements, understandings, negotiations, or representations, whether oral or written, relating to the subject matter.
20.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, that provision will be severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
20.3 No Waiver
No failure or delay by either Party in exercising any right, power, or remedy under these Terms will operate as a waiver of that right, power, or remedy, nor will any single or partial exercise preclude any further exercise of the same or another right, power, or remedy.
20.4 Assignment
You may not assign, transfer, or otherwise deal with your rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or transfer its rights or obligations under these Terms at any time without restriction, including in connection with a merger, acquisition, corporate reorganisation, or sale of assets.
20.5 Notices
Any notices under these Terms must be in writing and will be deemed to have been duly given:
a) when sent by confirmed email; or
b) five (5) business days after being sent by registered post to the recipient’s registered address if sent within Australia; or
c) fifteen (15) business days after being sent by registered post to the recipient’s registered address if sent outside Australia.
20.6 Governing Law
These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the courts of New South Wales, except where international dispute resolution is otherwise provided for in these Terms.

21. Contact Information
21.1 If you have any questions, concerns, or require assistance regarding these Terms or the Services provided through the Platform, please contact:
Pro-Position.AI Pty Ltd
Email: admin@pro-position.ai
Phone: +61 414 785 694
Mailing Address: 81-83 Campbell Street, Surry Hills, NSW 2010, Australia
21.2 The Company will provide customer support to the Customer during the hours of 9:00 a.m. to 5:00 p.m. Australian Eastern Standard Time (AEST), Monday to Friday (excluding public holidays in New South Wales).
21.3 Support will be available via phone, email, integrated help platform and live screen share, using the contact details provided above.
21.4 We will make reasonable efforts to respond to inquiries promptly.