TERMS OF USE

1. About these terms

These Terms of Use (Terms) govern your access to and use of the Progress AI service (the Service): the applications, agents, integrations and related tools that Uprise Labs Pty Ltd (we, us, our) makes available at progressai.com.au and through the systems you connect to it. They are a contract between you and Uprise Labs.

You accept these Terms when you create an account, accept an invitation to an organisation, ask to join an organisation, or otherwise use the Service. If you accept on behalf of an organisation, you confirm that you have the authority to bind it, and "you" includes that organisation. If you do not agree, do not use the Service.

Each issue of these Terms is dated. The Service records which issue you accepted and when. Where a newer issue applies, the Service will ask you to read and accept it before you continue.

2. Your account

You must be at least 18 years old and able to enter a binding contract to hold an account. You must give us accurate information when you sign up and keep it current.

An account belongs to a person; access to an organisation is granted by that organisation’s administrators through a membership. Administrators are responsible for who they admit, the roles they assign, and the actions those members take. You are responsible for keeping your sign-in details secure, including any second factor, and for everything done under your account until you tell us it has been compromised.

An organisation may require its members to sign in through its own identity provider. Where it does, that provider’s terms govern your sign-in, and the organisation controls your access.

3. The Service

The Service provides AI agents that review your campaign’s systems, identify issues, propose changes and, with your approval, carry those changes out inside the tools you have connected. The Service also includes a chat interface, documents and artefacts the agents produce, and administration tools for your organisation.

We may add, change or withdraw features, models and integrations from time to time. Where a change materially reduces what your plan provides, we will give you reasonable notice.

4. Acceptable use

You must use the Service lawfully and only for your organisation’s legitimate purposes. In particular, you must not:

• 01use the Service to send unsolicited communications, or to contact people in breach of the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), electoral law, or any similar law that applies to you;
• 02use the Service to collect, process or act on personal information you are not entitled to hold, or in a way that breaches the Privacy Act 1988 (Cth) or any applicable privacy law;
• 03connect a system, account or dataset you are not authorised to connect, or exceed the authorisation you have been given for it;
• 04attempt to gain unauthorised access to the Service, its infrastructure, or another organisation’s data, or to probe, scan or test its security without our written permission;
• 05interfere with the Service’s operation, bypass its limits or safeguards, or introduce harmful code;
• 06use the Service to generate content that is unlawful, defamatory, deceptive, or that impersonates a person or organisation;
• 07reverse engineer, scrape or copy the Service, or use it to build a competing product;
• 08resell, sublicense or share your access with anyone outside your organisation.

5. Your content and your data

You own the content you put into the Service and the data in the systems you connect (Your Data). You grant us a non-exclusive, worldwide, royalty-free licence to host, process, transmit, display and modify Your Data only as needed to provide the Service to you, to keep it secure, and to meet our legal obligations.

We do not use Your Data to train models available to other customers. Where the Service sends Your Data to a model provider to produce an answer, it does so under terms that prohibit the provider from training on it.

You are responsible for Your Data: for having the right to use it, for the accuracy of what you connect, and for meeting the obligations that attach to it, including under privacy, electoral and anti-spam law. Where Your Data includes personal information about others, you are the entity responsible for it and we process it on your behalf.

6. AI outputs and approvals

The Service uses artificial intelligence. What it produces (Outputs) may be incomplete, inaccurate or unsuitable for your purpose. Outputs are suggestions for your review, not advice, and you are responsible for reviewing them before you rely on them.

Where an agent proposes a change to a connected system, the change is made only when a member of your organisation approves it. An approval is your instruction: you are responsible for changes made on your approval, and for reviewing the agent’s proposal before you give it.

7. Third-party services

The Service connects to third-party platforms such as customer relationship, email and organising tools. Your use of those platforms is governed by their own terms, and we are not responsible for their availability, their conduct, or changes they make that affect the Service. We are not affiliated with or endorsed by any third-party platform we connect to.

8. Fees and plans

Paid features are provided under the plan your organisation has chosen. Fees, billing periods and included usage are as shown on the plans page or in your order at the time you subscribe. Fees are in Australian dollars and exclude GST unless stated otherwise.

Unless your order says otherwise, a plan renews automatically at the end of each billing period until it is cancelled, and fees for a period already begun are not refundable except where the law requires it. We may change fees on reasonable notice, which takes effect at your next renewal.

9. Intellectual property

The Service, including its software, agents, models, designs, documentation and trade marks, is owned by Uprise Labs or licensed to us. We grant you a limited, non-exclusive, non-transferable licence to use the Service for your organisation’s internal purposes for as long as these Terms apply. Nothing in these Terms transfers any intellectual property to you.

You own the Outputs the Service produces for you, to the extent the law allows. If you give us feedback about the Service, we may use it without obligation to you.

10. Confidentiality and security

We keep Your Data confidential and protect it with security measures appropriate to its sensitivity. We will tell you without undue delay if we become aware of unauthorised access to Your Data, and we will help you meet any notification obligation you have as a result.

11. Suspension and termination

You may stop using the Service at any time, and an organisation’s administrators may close its account. We may suspend or terminate your access if you breach these Terms, if your use creates a security or legal risk, or if fees remain unpaid after notice. Where practical, we will warn you first and give you a chance to put things right.

After termination we will make Your Data available for export for a reasonable period, then delete it in accordance with our Privacy Policy, except where we must keep it by law. Clauses that by their nature should survive termination do so.

12. Warranties

We will provide the Service with reasonable care and skill. Otherwise, to the maximum extent permitted by law, the Service is provided "as is" and we make no warranties or representations about it, including about its availability, accuracy, or fitness for a particular purpose, or about Outputs.

13. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded, restricted or modified.

Where our liability under the Australian Consumer Law may be limited, our liability is limited, at our option, to resupplying the relevant services or paying the cost of having them resupplied.

14. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under applicable law, including under clause 13.

Subject to the above, and to the maximum extent permitted by law: we are not liable for any indirect or consequential loss, loss of profits, revenue, business, goodwill or data, or for loss arising from Outputs you did not review, from changes you approved, or from a third-party platform; and our total liability to you under or in connection with these Terms in any twelve-month period is limited to the fees you paid us for the Service in that period.

You indemnify us against claims, losses and costs arising from Your Data, from your breach of clause 4 or 5, or from your use of the Service in breach of law.

15. Privacy

We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). Where we process personal information in Your Data on your behalf, we do so on your instructions and under these Terms.

16. Changes to these terms

We may issue new Terms from time to time. We will give you reasonable notice of a material change, by email or through the Service, before it takes effect. The Service will ask you to accept the current issue before you continue, and your continued use after that is your acceptance of it.

17. General

These Terms, together with our Privacy Policy and your order, are the whole agreement between you and us about the Service. If any part of them is unenforceable, the rest continues to apply. You may not assign these Terms without our consent; we may assign them to a successor of our business on notice to you. Neither of us is liable for a failure caused by events outside our reasonable control.

18. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts able to hear appeals from them.

19. Contact

If you have any questions about these Terms, contact us at:

Uprise Labs Pty Ltd

Newtown Sydney NSW 2042

contact@upriselabs.org