Protée OS Beta Participation Agreement

1.1 The Beta Program gives you early, pre-release access to the Platform so that you can use it for your event-planning work and give us feedback that helps us improve it before general release.

1.2 This Agreement applies to founding users we personally onboard during the beta phase. It is separate from, and takes priority over, any general terms of service, website terms, privacy policy or platform terms and conditions that apply to the Platform, to the extent of any inconsistency during the Beta Period.

1.3 You acknowledge that the Platform is pre-release software provided for evaluation and testing, and is not a finished product.

2.1 To take part in the Beta Program, you represent and warrant that you:

2.2 Participation in the Beta Program is by our invitation only and is personal to you. You must not transfer or share your access, or invite others to use the Platform, except by adding authorised users within your own account as the Platform allows.

3.1 The Beta Period starts when you accept this Agreement and continues until the earlier of: (a) the date we notify you that the beta phase has ended (which we currently expect to be on completion of the alpha launch of the Platform (Alpha Launch)); or (b) termination of this Agreement under clause 20.

3.2 We may extend, shorten, pause, re-scope or end the Beta Program (in whole or in part) at any time by notice to you. We will give you reasonable notice where we can, but you accept that timing may change as development progresses.

3.3 At the end of the Beta Period, your founding-user access will end unless you move to a paid subscription. We will let you know the applicable subscription terms and fees before that happens. If you choose to continue, your ongoing use will be governed by our then-current Platform Terms and Conditions and the fees for your selected subscription tier, and you will keep the founding-user benefits described in clause 6 to the extent stated there.

3.4 You are under no obligation to move to a paid subscription, and we are under no obligation to offer one, at the end of the Beta Period.

4.1 While the Beta Period continues and you comply with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform and any documentation we provide (together, the Solution) for your internal business purposes and to evaluate and test it.

4.2 Your licence covers you and the authorised users within your account. You are responsible for your authorised users and for anyone who uses your account, and you must ensure they comply with this Agreement.

4.3 We may release updates, enhancements, changes or new features to the Platform at any time during the beta. These may cause downtime, delays or changes in functionality, and we will not owe you any credit or compensation for that during the Beta Period.

4.4 We have no obligation to maintain, support, update, correct errors in, or continue to provide the Platform during the beta. Any support, maintenance or bug-fixing we do provide is at our discretion and does not create an ongoing obligation.

5.1 You acknowledge and agree that, because the Platform is pre-release software:

5.2 You take part in the Beta Program at your own risk and on the basis of the limited warranties and liability position in clauses 17 to 19.

6.1 In return for taking part in the Beta Program and giving us feedback, we are offering you the following founding-user benefits:

6.2 The founding-user benefits are personal to you, are not transferable, and have no cash value. We may vary or withdraw a benefit on reasonable notice, except where doing so would deprive you of a benefit we have expressly promised for a fixed period.

6.3 Some paid features may be available during the beta even though core access is complimentary or discounted, for example, becoming a promoted vendor. Any such fees are payable through our third-party payment partner (currently Stripe) and are dealt with in clause 9 and, where applicable, the Platform Terms and Conditions.

7.1 Giving us feedback is a condition of the Beta Program. You agree to provide reasonable feedback about your experience with the Platform when we ask for it (for example, reporting bugs, and completing surveys or short calls), and to report significant issues promptly. Feedback means any suggestion, comment, idea, bug report, or other information you give us about the Platform.

7.2 You agree that we own all Feedback and all Intellectual Property Rights in it, and you assign those rights to us (and will do anything reasonably needed to give effect to that assignment). To the extent any Feedback is not capable of assignment, you grant us a perpetual, irrevocable, worldwide, royalty-free and transferable licence (including the right to sublicense) to use it for any purpose.

7.3 You are not entitled to any payment, royalty or acknowledgement for Feedback, and we are free to use or not use it as we see fit. We are not obliged to keep Feedback confidential, but we will not publicly attribute Feedback to you or your business without your consent.

8.1 You must use the Platform lawfully and only for the purposes for which it is designed. You must not, and must not allow any authorised user or third party to:

8.2 You are responsible for your account, your authorised users, and all activity under your account. You must notify us promptly if you become aware of any unauthorised use, security issue, or significant bug or error.

8.3 You acknowledge that any general information made available through the Platform is general in nature, may not suit your circumstances, and is not financial, legal or other professional advice.

9.1 Unless we tell you otherwise when we onboard you, your access to the core Platform during the Beta Period is [complimentary / at the reduced founding-user rate stated to you].

9.2 Any paid features you choose to use (for example, promoted-vendor placement) are charged at the fees notified to you and are payable in advance through our third-party payment partner (currently Stripe). Those payments are also subject to Stripe's own terms and privacy policy, and we are not responsible for Stripe's platform, its security, or any error in processing a payment by Stripe.

9.3 Unless stated otherwise, fees are exclusive of GST. Where GST applies to a taxable supply we make to you, you must pay the GST amount on receipt of a valid tax invoice.

9.4 We do not process payments between you and any vendor, venue or other third party through the Platform. The Platform only helps you organise and track payment information (see clause 11).

9.5 If we introduce fees for previously free features, or change fees for paid features, we will give you reasonable notice and you may stop using the paid feature or end your participation before the change takes effect.

10.1 The Platform, its features and functionality, and any non-public information we give you about it (including roadmaps, pricing, and the fact and details of the Beta Program) are our Confidential Information. You must keep them confidential, use them only for the Beta Program, and not disclose them to anyone except your authorised users and advisers who need to know and who are bound by similar obligations.

10.2 This clause does not apply to information that is or becomes public (other than through your breach), that you already lawfully held, or that you are required by law to disclose (in which case you will, where lawful, tell us first).

10.3 Each party must promptly notify the other if it becomes aware of any actual or suspected loss, unauthorised access to, or disclosure of the other's Confidential Information.

10.4 You must not take screenshots or screen recordings of the Platform, share your login credentials with anyone who is not an authorised user, or publish or post details of how the Platform works, or its features or processes, on any public forum or social media. You may state publicly that you use the Platform, but must not disclose how it operates.

10.5 This clause survives the end of the Beta Period and this Agreement.

11.1 You and other users (including vendors, venues, attendees and crew) may enter or upload information into the Platform (User Data). You are responsible for the User Data you provide and for making sure you are allowed to provide it.

11.2 Vendor information. Where vendors set up a profile, they may upload information such as bank/BSB and account details, ABN, insurance documents and payment terms. Sensitive financial fields (such as bank account numbers) are encrypted and are not shown in full to planners or within our systems. We do not make payments to vendors through the Platform. Bank details are used only to help you generate a file to upload to your own bank, or to create bills in your own accounting software (such as Xero), so that you can make payment yourself. You are responsible for checking payment details before you pay anyone.

11.3 Verification. Any verification features (such as ABN look-up or bank-account or business/identity checks) are provided as a convenience and, during the beta, may be limited, incomplete or not yet available. You must not rely on them as confirmation that a vendor, their details or their credentials are legitimate, you remain responsible for your own checks.

11.4 Images and third-party content. If you upload images or other content (for example, to moodboards or event elements), you are responsible for making sure you have the rights and permissions to use them. We are not responsible for your use of content you do not own or are not licensed to use, and you indemnify us for any claim arising from it (see clause 19).

11.5 Search results and third-party data. Vendor and venue search results are drawn from publicly available third-party sources (such as public Google data). We present that data as-is and do not warrant that it is accurate, current or complete, and we are not responsible for third-party content or for your communications with vendors or venues.

11.6 We may access and use User Data as reasonably needed to provide, secure, support and improve the Platform during the beta, and as described in our Privacy Policy. We deal with personal information in accordance with clause 12 and our Privacy Policy.

12.1 We handle personal information in accordance with our Privacy Policy, available at [insert URL], and, in Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles. By using the Platform you consent to our handling of personal information as described in that policy.

12.2 You must handle any personal information you collect through the Platform (for example, about attendees, crew or vendor contacts) in accordance with applicable privacy laws, including having a lawful basis to collect it and to invite people to their portals, and only using it for the purposes for which it was provided.

13.1 Any compliance, risk-assessment or safety tools in the Platform (including any guided risk assessment generated from your scope of works) are a starting point to help you think through site safety. They are prompts to get the conversation started, they are not a risk-management solution, and they are not advice.

13.2 You are solely responsible, as the person conducting a business or undertaking (PCBU) or in whatever capacity you hold, for understanding, actioning and managing all work health and safety and other risk obligations that apply to your event, in accordance with the laws of the state, territory or country where your event takes place.

13.3 We are not a PCBU in relation to your event, and we do not take on any duty or liability under any work health and safety, occupational health and safety, or similar legislation in connection with your event. It is your responsibility to research and comply with the current laws in the location of your event and to determine who is responsible for each risk.

14.1 You may use the Platform from one country to plan an event that physically takes place in another. Wherever you are located, you are responsible for identifying and complying with all laws, permits, licences, insurance, safety, tax and other requirements and liabilities that apply at the physical location of your event.

14.2 We do not advise on, and are not responsible for, the requirements that apply at your event location. The Platform is a planning and production tool, not a compliance service.

15.1 We (and our licensors) own all Intellectual Property Rights in the Platform, including its software, design, content, and the logic and know-how behind it. Nothing in this Agreement transfers any of those rights to you. You receive only the limited licence in clause 4 for the Beta Period.

15.2 You (or your licensors) keep ownership of the User Data you provide. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process and display User Data as reasonably needed to provide and improve the Platform during the beta and as described in our Privacy Policy.

15.3 To the extent permitted by law, we may create anonymised and aggregated data from User Data and from use of the Platform (Anonymised Data). Once anonymised so that it cannot reasonably be used to identify any individual, we own that Anonymised Data and may use and commercialise it for our own purposes, including to improve and develop our products and services and to identify trends. We will not publish Anonymised Data compiled from a sample small enough to make any individual's User Data identifiable.

15.4 To the extent the Platform produces outputs for you from your inputs, as between you and us those outputs are yours, subject to our underlying rights in the Platform. You are responsible for checking outputs before relying on them (see clause 5).

15.5 Feedback is dealt with in clause 7.

16.1 The Platform may rely on, integrate with, or link to third-party services (for example, payment processing, accounting integrations, hosting, mapping and public data sources). Your use of those services may be subject to the third party's own terms, and we are not responsible for third-party services or their availability, security or accuracy.

16.2 We are not liable for any loss arising from a third-party service, or from any integration, export file, or data transfer between the Platform and third-party software (including any file you generate to make payments through your own bank or accounting software).

17.1 You acknowledge that the Platform is provided during the beta "as is" and "as available", and that clause 5 applies. To the maximum extent permitted by law, and subject to clause 17.2, we exclude all express and implied representations, warranties, guarantees and conditions that are not set out in this Agreement.

17.2 Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy you have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (ACL), or any other law, that cannot lawfully be excluded, restricted or modified. Those rights sit above anything in this Agreement.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with a service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

17.3 Where we are entitled to do so under section 64A of the ACL (for services not ordinarily acquired for personal, domestic or household use), our liability for a failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again, but only where it is fair and reasonable for us to rely on this limitation.

18.1 Subject to clause 17.2 and clause 18.3, and to the maximum extent permitted by law:

18.2 Because the Platform is provided during the beta for evaluation, and (where applicable) free of charge or at a reduced rate, you accept that this liability position is reasonable in the circumstances.

18.3 Nothing in this Agreement limits either party's liability for death or personal injury caused by its negligence, fraud, a breach of confidentiality, or any liability that cannot be limited or excluded by law (including under the ACL).

18.4 Our liability is reduced to the extent your act or omission (or that of your users) caused or contributed to the relevant loss.

19.1 You indemnify us and our personnel against any loss, damage, cost or expense we reasonably incur arising out of or in connection with: (a) your breach of this Agreement; (b) your User Data or content, or your use of content you are not authorised to use (including images); (c) your, or your users', use of the Platform; or (d) your dealings with any vendor, venue, attendee, crew member or other third party.

19.2 This indemnity is reduced to the extent our negligence or breach caused the relevant loss, and is subject to your rights that cannot be excluded by law.

20.1 Either party may end this Agreement (and your participation in the Beta Program) at any time by notice to the other, with or without cause. We will try to give you reasonable notice where we can.

20.2 We may suspend or restrict your access immediately if we reasonably believe you have breached this Agreement, or to protect the Platform, other users or ourselves.

20.3 The Beta Program will also end automatically as described in clause 3.

20.4 On termination or expiry: (a) your licence and access end; (b) you must stop using the Platform and, if we ask, delete any of our Confidential Information you hold; and (c) for 90 days after termination you may request a copy of your User Data, after which we may archive or securely delete it, except where we need to retain it to comply with the law. You remain responsible for keeping your own back-ups during the beta.

20.5 Survival: Clauses that by their nature should survive, including clauses 5 (development-stage acknowledgements), 7 (feedback), 10 (confidentiality), 11 (data), 15 (intellectual property), 17 to 19 (warranties, liability and indemnity) and 21 (general), survive termination or expiry of this Agreement.

21.1 Changes to this Agreement. We may update this Agreement during the beta by giving you reasonable notice (including by email or in-Platform notice). If you keep using the Platform after the change takes effect, you accept the updated Agreement. If you do not accept it, you may end your participation before it takes effect.

21.2 Governing law. This Agreement is governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and courts hearing appeals from them.

21.3 Notices. Notices may be given by email to the address each party has provided, and are taken to be received when sent (unless the sender receives a delivery-failure message).

21.4 Assignment. You may not assign or transfer this Agreement without our consent. We may assign or novate it to a related entity or in connection with a sale or restructure of our business, on notice to you.

21.5 Electronic acceptance and signature. You accept this Agreement electronically, by clicking or selecting a button or box indicating your acceptance, or by accessing or using the Platform during the Beta Period. You agree that:

21.6 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control.

21.7 Entire agreement, severability and waiver. This Agreement (with any onboarding terms we give you) is the entire agreement about the Beta Program. If any part is unenforceable, it is severed and the rest continues. A failure to enforce a right is not a waiver of it.

21.8 Relationship. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.

21.9 Disputes. Before starting court proceedings about a dispute under this Agreement (except for urgent injunctive relief), a party must first try in good faith to resolve it through discussion and, if that does not resolve it, through mediation.

21.10 Publicity. We may identify you as a user of the Platform and describe the general nature of the Platform we provide to you, including on our website and in our promotional material. We will not disclose your Confidential Information in doing so.

In this Agreement, capitalised terms have the meanings given where they appear in bold brackets, and:

Alpha Launch the launch of the Platform marking the end of the beta phase, as notified by us.

Beta Period the period described in clause 3.1.

Beta Program the pre-release testing and evaluation program described in this Agreement.

Confidential Information has the meaning in clause 10.1.

Feedback has the meaning in clause 7.1.

GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights all intellectual property rights anywhere in the world, whether registered or unregistered, including copyright, trade marks, designs, patents, and rights in confidential information and know-how.

Personnel a party's officers, employees, contractors and agents.

Platform Protée OS, our event-planning and production platform, including any software, portals, features and documentation.

PCBU a person conducting a business or undertaking, as that concept is used in work health and safety legislation.

Solution the Platform and any documentation we provide, as described in clause 4.1.

User Data has the meaning in clause 11.1.

we, our, us Protee OS Pty Ltd ABN 88 697 716 886.

you, your the founding user who accepts this Agreement (and any entity you represent).

This Agreement is accepted electronically, there is nothing to sign on paper.

By clicking or selecting "I accept" (or a similarly labelled button or box), or by accessing or using the Platform during the Beta Period, you confirm that:

We record the date and time of your acceptance and the account used, as evidence of your agreement.