BETWEEN:
AWARDEE PTY LTD (ABN 65 315 107 074) of Queensland, Australia (the "Provider");
AND:
The subscribing Brand, Wholesaler, or SME (the "Platform Subscriber" or "Partner").
1. PURPOSE AND SCOPE OF THE AGREEMENT
1.1. Provision of Orchestration Services
1.1.1. Grant of Rights: The Provider hereby grants to the Platform Subscriber a non-exclusive, non-transferable, and revocable right to access and utilize the Awardee Platform for the primary purpose of capturing first-party consumer intent signals at physical Locations.
1.1.2. Orchestration Intent: This access is provided for the subsequent Attribution Synchronization of such signals with third-party advertising ecosystems, specifically Meta and Google .
1.2. Nature of the Relationship
1.2.1. Technical Intermediary Status: The Platform Subscriber expressly acknowledges that the Provider acts strictly as a "Technical Host" and a "First-Party Orchestrator," providing the underlying infrastructure for data transit as a Neutral Pipe.
1.2.2. Regulatory Role: For the purposes of the Privacy Act 1988 (Cth) and the GDPR, the Provider acts as a Data Processor regarding Location-specific data and a Data Controller only in respect of the overarching Universal Platform Consent architecture .
1.2.3. No Agency: Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Provider and any third-party advertising platform.
1.3. The "Secure Orchestration Environment" Logic
1.3.1. Capture of Intent: The Platform Subscriber utilizes the Platform to capture Signal Correlation data via Access Point-initiated Analytical Inference Engine interactions.
1.3.2. Server-Side Residency: All captured signals are processed within a Secure Orchestration Environment hosted in the Australia region.
1.3.3. Attribution Synchronization Protocol: The Platform Subscriber acknowledges that the synchronization of signals relies upon the S2S Protocol, wherein the Provider matches a server-side Pseudonymized Identifier (event_id) with third-party identifiers to facilitate attribution without third-party cookies .
1.4. Liability Shift and Operational Risks
1.4.1. Signal Integrity: While the Provider utilizes SHA-256 salting and hashing to ensure de-identification, the Platform Subscriber bears the sole risk for the commercial utility of the synchronized signals .
1.4.2. API Volatility: The Provider shall not be held liable for changes to the APIs or tracking policies of Partners that may render the Intermediary Redirect Protocol or ig.me handoff ineffective.
1.4.3. Attribution Synchronization Liability Boundary: The Provider’s liability ends once the S2S Protocol transmission is successfully reported by the third-party API; the Platform Subscriber shall indemnify the Provider against breaches occurring within the Subscriber's own advertising accounts .
1.4.4. Analytical Artifacts: The Platform Subscriber (as Primary Publisher) warrants the accuracy of all Source Material; the Provider is not liable for Analytical Artifacts (hallucinations) generated based on Subscriber-provided data.
1.5. Consent Hierarchy
1.5.1. Universal Governance: The Platform Subscriber agrees that the Universal Platform Consent model managed by the Provider is the governing authority for data processing.
1.5.2. Anti-Circumvention: The Platform Subscriber shall not attempt to bypass the Provider’s Intermediary Redirect Protocol ("Bridge Page") or "Accordion" settings to fire pixels before End-User authorization is obtained.
2. INTELLECTUAL PROPERTY WARRANTY AND SOURCE MATERIAL CERTIFICATION
2.1. Participant Warranty of Title and Licensed Rights
2.1.1. Ownership Warranty: The Platform Subscriber represents and warrants that it is the sole legal owner of, or possesses a valid, irrevocable, and enforceable license to utilize, any and all digital assets provided to the Provider (collectively, the "Source Material").
2.1.2. Scope of Material: This warranty covers all logos, trademarks, photographic images, videographic content, menu data, PDF documents, and Partner Source Material provided for ingestion into the Analytical Inference Engine .
2.1.3. Non-Infringement: The Platform Subscriber warrants that the Source Material does not and will not infringe, misappropriate, or otherwise violate the Intellectual Property rights, moral rights, or proprietary rights of any third party.
2.1.4. License Grant to Provider: The Platform Subscriber hereby grants the Provider a non-exclusive, royalty-free, worldwide license to host, cache, store, reproduce, and process the Source Material through the Analytical Inference Engine solely for the purpose of delivering the Services.
2.1.5. Reputational Damage and Discretionary Suspension: The Provider reserves the right to immediately suspend access to any Location or terminate the Account Status of any Platform Subscriber or Partner if, in the Provider’s sole but reasonable discretion, the Platform Subscriber’s use of the Platform or the nature of their Source Material is deemed likely to cause reputational damage to Awardee Pty Ltd. Such suspension may be enacted without prior notice to protect the integrity of the cooperative and the Secure Orchestration Environment. The Platform Subscriber acknowledges that such a suspension does not constitute a Major Failure under the ACL and does not entitle the Platform Subscriber to a refund of prepaid fees.
2.1.6. Prohibited Restricted Goods: The Platform Subscriber warrants that the Source Material shall not contain data, metadata, or promotional assets related to "Restricted Goods". For the purposes of this Agreement, Restricted Goods include, but are not limited to: (a) weapons and ammunition; (b) gambling and betting services; (c) prescription-only pharmaceuticals or medicinal cannabis; (d) illicit substances; or (e) adult-oriented content. The ingestion of such material into the Analytical Inference Engine constitutes a material breach , and the Provider reserves the right to immediately deactivate the Access Point and terminate the Account Status under the Repeat Infringer Policy.
2.2. Accuracy of Content and AI Output Responsibility
2.2.1. Accuracy Warranty: The Platform Subscriber warrants that all Source Material is accurate, current, and complete, and does not constitute "misleading or deceptive conduct" under the Australian Consumer Law.
2.2.2. Safety-Critical Integrity: The Platform Subscriber specifically warrants the accuracy of all safety-critical data, including allergen information, dietary specifications, and pricing structures.
2.2.3. Assumption of Risk for Analytical Artifacts: The Platform Subscriber acknowledges the probabilistic nature of generative technology and accepts all risk for Analytical Artifacts (hallucinations) where such errors originate from, or are a logical consequence of, the Source Material.
2.2.4**. Mandatory Certification Barrier:** The Platform Subscriber is the "Primary Publisher" and final authority. No material shall be active within the Platform until the Subscriber has Executed Content Certification within the Administrative Dashboard, certifying the accuracy of the training data.
2.3. Data Sanitization and PII Scrubbing
2.3.1. Internal Sanitization Protocols: The Platform Subscriber represents and warrants that it has implemented rigorous internal protocols to review and sanitize all Source Material prior to transmission.
2.3.2. Metadata and EXIF Removal: The Platform Subscriber warrants that it has scrubbed all unauthorized PII and sensitive metadata—including GPS coordinates and EXIF data—from all image and video files.
2.3.3. Technical Redundancy: Notwithstanding the Subscriber's warranty, the Provider utilizes automated de-identification tools as a Technical Redundancy; however, this does not relieve the Platform Subscriber of its primary liability for data leaks originating from the Source Material.
2.3.4. Compliance Audit and Monitoring Rights: The Provider reserves the right to monitor and audit the Platform Subscriber’s utilization of the Secure Orchestration Environment to ensure continuous compliance with the Acceptable Use Policy and the warranties set forth in this Agreement. This monitoring includes, but is not limited to, the automated review of Source Material ingested into the Analytical Inference Engine and the sampling of Approval Audit Logs. If an audit reveals a material breach of data sanitization standards or the inclusion of Restricted Goods, the Provider may exercise its rights under the Repeat Infringer Policy without further notice.
2.4. Shift of Liability and Indemnification
2.4.1. Indemnity: The Platform Subscriber shall indemnify, defend, and hold harmless the Indemnified Parties against any and all claims, damages, or costs (including legal fees on a solicitor-client basis) arising out of a breach of the warranties in this Section 2 .
2.4.2. Liability Threshold: Total liability for misinformation, Intellectual Property infringement, or unauthorized PII disclosure shifts entirely to the Platform Subscriber upon the execution of the Content Certification audit log .
2.4.3. Repeat Infringer Policy: Awardee reserves the formalized right to terminate the Account Status of any Platform Subscriber or Partner found to be repeatedly uploading infringing Source Material.
2.5. Content Standards and Discretionary Removal:
2.5.1. The Platform Subscriber acknowledges that all Source Material must adhere to the Provider’s "Content Standards & Guidelines," which are hereby incorporated by reference. The Provider maintains absolute discretion to review, flag, or remove any material deemed "inappropriate," offensive, or inconsistent with the safety protocols of the Secure Orchestration Environment. The exercise of this discretionary removal does not constitute a breach of contract by the Provider, nor does it relieve the Platform Subscriber of their obligations as the "Primary Publisher".
3. THE "SECURE ORCHESTRATION ENVIRONMENT & ANALYTICAL INFERENCE ENGINE" DATA FLOW
3.1. Audience Orchestration and Data Pseudonymization
3.1.1. Prohibition of Raw Data Transfer: The Platform Subscriber and Partner expressly acknowledge and agree that the Provider does not provide, transmit, or license "lists" of raw, unencrypted, or reversible PII.
3.1.2. Provision of Pseudonymized Audience Segments: The Provider’s delivery of data is strictly limited to "Anonymous Audience Segments" generated by the Analytical Inference Engine scoring logic . These segments represent high-intent Signal Correlation (e.g., specific interest in a Partner's product categories) derived from de-identified End-User interactions within the Awardee ecosystem.
3.1.3. Technical Safeguards: All orchestration is conducted via the server-side Secure Orchestration Environment (hosted in the Australia region), ensuring that individual behavioral signals are isolated from unauthorized third-party access .
3.2. Attribution Synchronization and Transmission Protocols
3.2.1. Hashing and Pseudonymization Protocol: For the purposes of facilitating the Attribution Synchronization model, the Provider shall transmit Pseudonymized Identifiers to the designated third-party advertising platforms (specifically Meta and Google) exclusively via S2S Protocols utilizing SHA-256 salting and hashing.
3.2.2. Zero PII Risk Warranty: The Pseudonymization process is designed to ensure that PII is rendered mathematically non-reversible before leaving the Provider's server environment, satisfying "Privacy by Design" requirements .
3.2.3. Subscriber and Partner Compliance Responsibility: The Platform Subscriber and Partner maintain sole and exclusive responsibility for ensuring that their designated advertising accounts comply with all applicable self-serve terms, developer policies, and regional privacy regulations of third-party platforms.
3.2.4. Attribution Synchronization Liability Boundary: The Provider's legal responsibility for data security and handling terminates immediately upon successful transmission of Pseudonymized Identifiers to a third-party API, as recorded by the Platform API. The Provider is not responsible for data breaches or privacy failures occurring within third-party environments.
3.2.5. Active Tracking and Network Connectivity Requirement: To prevent the degradation of Signal Correlation and ensure the integrity of Attribution Synchronization, the Platform Subscriber warrants that it shall maintain "Active Network Connections" between its server-side infrastructure and the Secure Orchestration Environment. The Platform Subscriber acknowledges that any latency, timeout, or disconnection in these links—whether caused by firewall misconfigurations or server downtime—will result in an irreversible loss of event data. The Provider disclaims all liability for such data gaps and shall not be required to provide credits for "lost" signals resulting from the Platform Subscriber's failure to maintain persistent connectivity.
3.3. Ownership and Licensing of Signal Correlation
3.3.1. Proprietary Interest: All Signal Correlation data, Interaction Scores, and qualitative Analytical Artifacts generated within the Awardee architecture remain the sole and exclusive intellectual property of Awardee Pty Ltd .
3.3.2. Limited Grant of License: Subject to continued compliance with this Agreement, the Provider grants the Platform Subscriber a limited, non-exclusive, non-transferable, and revocable license to utilize these segments for marketing and remarketing purposes through approved Attribution Synchronization channels.
3.3.3. Cyclical Data Minimization: This license for granular intent data expires in accordance with the Cyclical Data Minimization policy; all historical behavioral signals linked to the account will be programmatically deleted every thirty (30) days, save for Consent Records and metadata required for the Statutory Compliance Archive .
3.3.4. Multi-Tenant "Cooperative" Isolation (Anti-Espionage): The Platform Subscriber is prohibited from attempting to aggregate or share signals across different Locations or client ecosystems . Signal Correlation captured at one Location is strictly siloed and may not be accessed by other Platform Subscribers or their respective Partners.
3.3.5. Feedback Assignment and IP Consolidation: The Platform Subscriber acknowledges that the Analytical Inference Engine is a self-evolving system. The Platform Subscriber agrees that any suggestions, enhancement requests, or feedback provided regarding the functionality or logic of the Platform shall be deemed non-confidential and shall become the sole and exclusive property of the Provider. The Platform Subscriber hereby irrevocably assigns to the Provider all right, title, and interest in such feedback, including all associated Intellectual Property rights, for use in the perpetual development of the Secure Orchestration Environment.
3.3.6. Audit for Usage Integrity and Non-Competition: The Platform Subscriber acknowledges that access to the Platform API is granted strictly for the purposes of Attribution Synchronization and lead orchestration. The Provider reserves the right to request detailed information regarding the Platform Subscriber’s specific API implementation and use cases to ensure compliance with this Agreement. The Platform Subscriber warrants that it shall not utilize the Platform API, telemetry, or Analytical Artifacts to develop, train, or inform a competing product or service. Any usage patterns deemed consistent with reverse-engineering or data-harvesting for competitive purposes shall result in immediate account termination and the forfeiture of all fees.
4. LIABILITY FOR ANALYTICAL INFERENCE ENGINE OUTPUTS
4.1. Provision of Source Material and Final Authority
4.1.1. Primary Publisher Status: Where the Platform Subscriber or Partner provides data, assets, or documentation to train or inform the Analytical Inference Engine, the Platform Subscriber is designated as the "Primary Publisher" and final authority for that specific Source Material.
4.1.2. Accuracy Warranty: The Platform Subscriber represents and warrants that all Source Material provided to the Platform is exhaustive, accurate, and compliant with the Australian Consumer Law regarding misleading or deceptive conduct.
4.1.3. Mandatory Certification Barrier: The Platform Subscriber must Execute Content Certification to review and approve the Source Material before it is active within the Platform.
4.1.4. Audit Log Certification: The Platform shall maintain an "Approval" Audit Log, which serves as a definitive, non-rebuttable record marking the exact timestamp the Platform Subscriber certified the Source Material as accurate and safe for processing.
4.2. Shift of Liability for Analytical Artifacts and Errors
4.2.1. Technical Host Protection: The Provider acts strictly as a "Neutral Pipe" and "Technical Host"; it assumes no duty of care to independently verify the factual accuracy of Source Material.
4.2.2**. Risk Assumption for Generative Outputs:** The Platform Subscriber acknowledges that the Analytical Inference Engine may generate Analytical Artifacts (hallucinations). The Platform Subscriber accepts all legal and operational risks arising from such outputs once Content Certification has been executed.
4.2.3. Health and Safety Critical Data: The Platform Subscriber bears absolute liability for misinformation regarding health-critical or safety-critical data, including dietary requirements, allergen presence, or emergency protocols.
4.2.4. Critical Safety Override: Notwithstanding Subscriber-appended data, the Provider implements the Critical Safety Override—a proprietary, immutable master instruction layer—designed to ensure the system refuses the provision of medical or safety advice.
4.3. Indemnification and Hold Harmless
4.3.1. Scope of Indemnity: The Platform Subscriber shall indemnify, defend, and hold harmless the Indemnified Parties against any third-party claims, regulatory fines, or damages arising from Analytical Inference Engine-generated content deemed inaccurate or harmful.
4.3.2. Intellectual Property Claims: This indemnity extends to any claims of copyright infringement or Intellectual Property violations resulting from the processing of Source Material or Partner Source Material.
4.3.3. Metadata and Privacy Liability: Liability for privacy breaches caused by the failure to scrub sensitive metadata (e.g., GPS or EXIF data) from Source Material shifts entirely to the Platform Subscriber upon upload.
4.3.4. Financial Ceiling: To the maximum extent permitted under the Australian Consumer Law, the Provider’s total aggregate liability for any failure in the Platform is limited to the fees paid by the Platform Subscriber in the preceding twelve (12) month period.
5. FEES AND AUDIENCE DELIVERY
5.1. Calculation of Orchestration and Delivery Fees
5.1.1. API as Determinative Record: The Platform Subscriber and Partner acknowledge and agree that the Awardee Platform API serves as the sole, final, and "Master Source of Truth" for the calculation of all usage-based fees .
5.1.2. Attribution Synchronization Metrics: Fees for Attribution Synchronization (Audience Delivery) shall be calculated based on the gross number of successful S2S Protocol "Syncs" reported by the Platform API .
5.1.3. Handshake Definition: A "Sync" is defined as the successful transmission of a Pseudonymized Identifier (SHA-256 hashed and salted) from the Secure Orchestration Environment to the designated third-party Partner API (e.g., Meta Conversions API or Google Ads API) .
5.1.4. Verification of Delivery: A report generated by the Platform API confirming the transmission of a pseudonymized signal to a third-party endpoint constitutes conclusive evidence of service delivery, notwithstanding any subsequent processing failures within the third-party’s internal infrastructure .
5.1.5. Usage-Based Milestones: In addition to Base Subscription Fees, the Platform Subscriber shall be liable for all Usage-Based Milestones, including Analytical Inference Engine chat volume overages and Attribution Synchronization fees.
5.1.6. Walled Garden Pricing Trigger (The "Trojan Horse" Defense): The Platform Subscriber acknowledges that the Platform operates as a multi-tenant cooperative designed to empower independent brands and SMEs. In the event that a Partner or Platform Subscriber providing Partner Source Material is acquired by, or becomes a subsidiary of, a global conglomerate or a competing "Walled Garden" ecosystem, the Provider reserves the right to immediately transition said account to an "Enterprise Walled Garden" pricing model. This transition is designed to protect the integrity of the cooperative and ensure that enterprise-level resource consumption is billed at a rate commensurate with global infrastructure demands, as recorded within the Master Source of Truth.
5.2. Non-Refundability and Finality of Transactions
5.2.1. Irrevocable Delivery: Once a signal has been pseudonymized and successfully transmitted via S2S Protocols, the specific orchestration service is deemed "delivered" in full.
5.2.2. Non-Refundable Status: All fees associated with Attribution Synchronization and Analytical Inference Engine interactions are strictly non-refundable once the underlying technical event has occurred.
5.2.3. Computational Finality: This finality is required due to the irreversible nature of the computational resources and API handshakes expended within the Secure Orchestration Environment.
5.2.4. No Set-Off or Pro-Rata Credits: Subject to the 14-day Refund Window, the Platform Subscriber shall not be entitled to any refund, set-off, or Non-Apportionment of Fees credit for "undelivered" audiences in the event of a third-party platform outage or failure to achieve a "match".
5.3. Shift of Financial Liability and Risk
5.3.1. Master Source of Truth Supremacy: In the event of a discrepancy between the Platform API and a Platform Subscriber’s third-party reporting tools, the Platform API’s raw metrics—which utilize verified returns from the Partner APIs—shall prevail .
5.3.2. Monitoring Responsibility: The Platform Subscriber is solely responsible for monitoring their own audience delivery volumes; the Provider shall not be liable for unexpected fees incurred due to high-traffic events at a Location.
5.3.3. Financial Liability: The Platform Subscriber remains liable for all automated charges processed via the Stripe billing integration.
5.3.4. Statutory Rights: Nothing in this Section 5 is intended to exclude, restrict, or modify any non-excludable right or remedy the Platform Subscriber may have under the Australian Consumer Law (ACL).
5.3.5. Event Match Quality (EMQ) Warranty: The Platform Subscriber acknowledges that the efficacy of Attribution Synchronization is directly correlated to the quality of the data signals transmitted. The Platform Subscriber warrants that it shall consistently monitor and maintain high "Event Match Quality" (EMQ) scores as reported within the Administrative Dashboard. The Platform Subscriber agrees that the Provider is not liable for diminished campaign performance, reduced audience reach, or low match rates resulting from the Platform Subscriber’s failure to provide enriched, high-fidelity data points required for effective Signal Correlation.
5.3.6. Service Provider and Partner Insolvency: The Platform Subscriber acknowledges that the Provider operates as a technical intermediary and does not assume any credit risk or financial liability regarding the solvency of the Platform Subscriber or any third-party Partner. In the event of the insolvency, bankruptcy, or cessation of operations of a Platform Subscriber or Partner, the Provider shall not be liable for any resulting losses, including lost advertising spend, unrecovered commissions, or interrupted Attribution Synchronization. The Platform Subscriber remains liable for all fees accrued within the Secure Orchestration Environment up to the point of account deactivation, as recorded in the Master Source of Truth.
6. TERMINATION AND DATA RESIDENCY
6.1. Cessation of Services and Attribution Synchronization
6.1.1. Immediate Discontinuation: Upon the effective date of termination of this Agreement for any reason, the Provider shall immediately cease the orchestration, processing, and Attribution Synchronization of all signals to the Platform Subscriber’s designated third-party advertising accounts.
6.1.2. Severance of S2S Connections: The Provider shall revoke all S2S Protocols and API connections established between the Secure Orchestration Environment and the Subscriber’s advertising infrastructure .
6.1.3. Subscriber Cleanup Responsibility: Following termination, the Platform Subscriber acknowledges and agrees that it is solely responsible for removing any residual tracking parameters, pixels, or code snippets from its independent systems to prevent unauthorized data calls .
6.2. Data Residency and Global Governance
6.2.1. Primary Residency: Throughout the Term and until the completion of the purge cycle, all data shall reside in the primary Secure Orchestration Environment infrastructure located within the Australia region to ensure compliance with the Privacy Act 1988 (Cth).
6.2.2. Transboundary Transfer Governance: To the extent that any residual data is processed internationally via technology partners, the Provider warrants that such Cross-Border Data Flows are governed by Standard Contractual Clauses (SCCs) and comply with global privacy regulations .
6.3. Post-Termination Data Purge and Retention
6.3.1. Cyclical Data Minimization: Within thirty (30) days of termination, the Provider shall execute mandatory Cyclical Data Minimization, which shall irreversibly delete all detailed chat logs, behavioral signals, and Interaction Scores linked to the Platform Subscriber from the production environment .
6.3.2. Statutory Compliance Archive: Notwithstanding Clause 6.3.1, the Provider shall retain specific records for a period of seven (7) years in the Statutory Compliance Archive to satisfy requirements under Australian tax law and consumer protection regulations .
6.3.3. Archive Scope: Retention includes Consent Records evidencing the legal basis for prior processing and billing metadata required for auditing.
6.3.4. De-identification: Any data retained in the archive shall be Pseudonymized using SHA-256 salting and hashing protocols to ensure "Zero PII Leakage" .
6.4. Liability Shift and Right to Erasure
6.4.1. Right to be Forgotten: The Platform Subscriber acknowledges that individual End-Users maintain a "Right to Erasure" via the Provider’s OTP-Verified Privacy Management Portal, and such requests take precedence over Subscriber-side data interests.
6.4.2. Extinguishment of Liability: Upon completion of the Cyclical Data Minimization cycle, the Provider shall have no further liability for data breaches related to the Subscriber’s historical signals, as the primary data source will have been extinguished.
6.4.3. Mutuality of Indemnity: The Platform Subscriber shall indemnify the Provider against any claims arising from the Subscriber’s failure to delete or secure any data previously synchronized to its third-party accounts, where such data persists outside of the Secure Orchestration Environment.
6.4.4. Disclosure of Identity (Data Subject Requests): The Platform Subscriber acknowledges that the Provider, in its capacity as a Data Processor, may be legally required to disclose the Platform Subscriber’s identity and contact details to an End-User who submits a formal Data Subject Request (DSR) or "Right to Know" inquiry. The Platform Subscriber expressly authorizes the Provider to make such disclosures where necessary to satisfy statutory obligations under the Privacy Act 1988 (Cth), GDPR, or other applicable regional regulations. The Platform Subscriber agrees that such disclosure shall not constitute a breach of any confidentiality or non-disclosure obligation within this Agreement.
6.5. Successor Assignment and Change of Control:
6.5.1. The Provider may, at its sole discretion and without the requirement for prior consent from the Platform Subscriber, assign, transfer, or subcontract its rights and obligations under this Agreement to a successor entity in the event of a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. The successor entity shall assume all rights and responsibilities of the Provider, including the management of the Secure Orchestration Environment and the Statutory Compliance Archive. The Platform Subscriber agrees that such a transfer does not constitute grounds for termination or a Major Failure under the ACL.