PART A: SERVICE TERMS (FOR THE END-USER)
These terms apply to any individual accessing an Awardee-hosted help page, Analytical Inference Engine, or Access Point-initiated service. This expansion codifies the "First-Party Orchestrator" model and establishes the clear demarcation between Awardee’s technical infrastructure and the Platform Subscriber's operational liabilities.
1. NATURE OF SERVICE AND LIMITATION OF INTERMEDIARY LIABILITY
1.1. Technical Intermediary Status
1.1.1. Awardee Pty Ltd (“the Provider”) operates a proprietary, multi-tenant Software-as-a-Service (SaaS) architecture designed to facilitate first-party lead orchestration, AI-driven customer service, and Attribution Synchronization (“the Platform”).
1.1.2. The Platform Subscriber acknowledges and agrees that the Provider acts strictly as a technical intermediary and a Data Processor regarding Location-specific interactions.
1.1.3. The provision of the Service does not constitute an endorsement, agency, joint venture, or partnership between the Provider and the Platform Subscriber (the "Platform Subscriber") or any third-party Partner.
1.1.4. Non-Endorsement and Neutrality: The End-User acknowledges that the appearance or availability of a Platform Subscriber, Location, or Partner within the Awardee Ecosystem—including the surfacing of specific Source Material via the Analytical Inference Engine—is for technical orchestration purposes only. Such appearance does not constitute an endorsement, recommendation, or warranty by the Provider regarding the quality, safety, or legality of the physical products or services offered by the third party. The End-User agrees that any interaction with a Location is at their own risk, subject to the Physical Liability Boundary.
1.2. Separation of Physical and Digital Operations
1.2.1. Infrastructure Separation: The Platform (SaaS) and Access Points (Hardware) are legally decoupled to isolate software liability from physical maintenance.
1.2.2. Physical Liability Boundary: The Provider exercises no platform-level control over, and assumes no liability for:
(a) the quality, safety, legality, or delivery of physical goods or services provided by the Location to End-Users;
(b) the physical maintenance, safety protocols, hygiene, or emergency procedures of the Location’s premises; or
(c) the accuracy of physical signage, NFC-enabled hardware, or Access Point placement within the Location, regardless of whether such hardware was provided by the Provider.
1.2.3. Anti-Tampering Mandate: The Platform Subscriber is solely responsible for ensuring Access Points have not been altered, swapped, or tampered with by third-party actors to redirect End-Users.
1.2.4. Title & Risk Demarcation: The Provider never takes legal title to, or possession of, the Platform Subscriber’s physical goods; all risk regarding product quality, fulfillment, temperature sensitivity, or allergen accuracy remains with the Platform Subscriber.
1.2.5. Logistics & Shipping Latency: Software "Major Failure" is strictly decoupled from hardware fulfillment; shipping delays for physical Access Points do not constitute a breach of the SaaS uptime guarantee.
1.2.6. Network Connection and Telecommunications Responsibility: The Platform Subscriber acknowledges that the functional link between a physical Location and the Secure Orchestration Environment is dependent upon third-party telecommunications services. The Platform Subscriber is solely responsible for procuring, maintaining, and securing the high-speed network connections required to facilitate Signal Correlation. The Provider disclaims all liability for Platform unavailability, latency, or Attribution Synchronization failures resulting from the instability or inadequacy of the Platform Subscriber’s local network infrastructure, consistent with the Infrastructure Separation logic.
1.3. Analytical Inference Engine and "Analytical Artifacts" Disclaimer
1.3.1. The Platform utilizes the Analytical Inference Engine and proprietary Signal Correlation to process Source Material.
1.3.2. No Warranty of Accuracy: The Platform Subscriber acknowledges that responses generated by the Analytical Inference Engine are provided on an "as-is" and "as-available" basis. The Provider does not warrant that outputs will be error-free, complete, or free from Analytical Artifacts (the generation of factually incorrect or nonsensical content).
1.3.3. Safety-Critical Verifications: The Platform Subscriber is the sole "Primary Publisher" of the Source Material used to train its specific AI instance. Consequently:
(a) The Location must implement Manual Verification Protocol (human-in-the-loop verification) for all safety-critical information, including but not limited to dietary requirements, allergen presence, and health-related inquiries;
(b) The Provider expressly disclaims liability for any personal injury, allergic reaction, or death arising from an End-User’s reliance on Analytical Inference Engine-generated content.
1.4. Liability Shift and Merchant Indemnity
1.4.1. Mandatory Certification Barrier: The liability for the Source Material shifts entirely to the Platform Subscriber upon the earlier of:
(a) the upload of data to the Platform; or
(b) the Execute Content Certification of the Source Material within the Administrative Dashboard.
1.4.2. The Platform Subscriber shall indemnify and hold the Provider harmless against any third-party claims (including legal costs on a solicitor-client basis) arising from misleading or deceptive conduct under the Australian Consumer Law, or breach of third-party Intellectual Property rights contained within the Source Material.
1.5. Cross-Border Data Orchestration
1.5.1. While the primary Secure Orchestration Environment resides in Australia, the Platform integrates with international technology partners and sub-processors in the USA, Europe, and Singapore.
1.5.2. Attribution Synchronization Liability Boundary: The Provider’s responsibility is limited to the secure, hashed transmission of data via the S2S protocol. The Provider is not responsible for data breaches or privacy failures occurring within third-party environments (e.g., Meta, Google, or OpenAI) once the data has been transmitted in accordance with the Pseudonymization (SHA-256 salting and hashing) protocols defined in the Technical Specification.
1.6. Responsible Service of Alcohol and Restricted Goods
1.6.1. Non-Seller Status: The Platform Subscriber acknowledges that the Provider is a technical infrastructure provider and not a retailer, merchant, or seller of any goods. Where the Platform Subscriber utilizes the Analytical Inference Engine or Access Points to facilitate the promotion or order-orchestration of alcohol, tobacco, or other restricted goods, the Platform Subscriber (the "Location") remains the sole merchant of record.
1.6.2. Compliance Warranty: The Location warrants that it holds all necessary licenses and permits required by local law to sell such goods. The Location assumes absolute and sole responsibility for all regulatory compliance, including but not limited to the mandatory verification of age and the refusal of service to intoxicated persons. The Provider disclaims all liability for breaches of liquor licensing laws or any other statutory regulations governing restricted goods at the Location, consistent with the Physical Liability Boundary
2. AI ACCURACY, ANALYTICAL ARTIFACTS, AND HEALTH SAFETY (CRITICAL)
2.1. Nature of AI-Generated Content
2.1.1. Processing Framework: The End-User acknowledges that the Platform utilizes the Analytical Inference Engine to process and retrieve information from the Platform Subscriber’s specific Source Material.
2.1.2. Probabilistic Methods: The End-User and the Platform Subscriber expressly acknowledge that outputs are produced via probabilistic computational methods and do not constitute human-verified assertions of fact by Awardee Pty Ltd.
2.1.3. Informational Only: All outputs, text, summaries, or communications generated by the Analytical Inference Engine are provided for general informational purposes only and do not constitute professional, legal, medical, or financial advice.
2.2. Critical Health, Safety, and Allergen Disclaimer
2.2.1. Non-Reliance: The End-User must not, under any circumstances, rely on the Analytical Inference Engine for health or safety-critical information, including but not limited to:
(a) the presence or absence of allergens (e.g., nuts, gluten, dairy) in food or beverage products;
(b) specific dietary suitability (e.g., vegan, halal, kosher);
(c) emergency procedures, medical advice, or first-aid instructions; or
(d) the technical safety specifications of Location facilities.
2.2.2. Manual Verification Requirement: The End-User is strictly required to verify all safety-critical information directly with on-site human staff at the Location.
2.2.3. Critical Safety Override: The Platform incorporates a Critical Safety Override—a proprietary, immutable master instruction layer—intended to prevent the provision of medical or safety advice. The Provider does not warrant that these overrides will capture all potential safety inquiries.
2.2.4. Immutable Safety Gate: This hardware-level prompt hierarchy ensures that Platform Subscriber-appended data cannot override the Critical Safety Override for emergency or medical refusals.
2.3. Analytical Artifacts and Inherent Risks
2.3.1. Technical Limitations: The End-User and Platform Subscriber acknowledge the inherent technical limitations of generative technology, including Analytical Artifacts (hallucinations), wherein the system may generate authoritative-sounding but factually incorrect, nonsensical, or outdated information.
2.3.2. No Liability for Inaccuracies: To the maximum extent permitted by the Australian Consumer Law (ACL), the Provider shall not be liable for any loss, damage, personal injury, or death resulting from:
(a) Analytical Artifacts or inaccurate data retrieval;
(b) the system’s failure to correctly interpret images, such as room facilities or bed counts, despite the use of Access Point contextual data; or
(c) the ingestion of inaccurate Source Material provided by the Platform Subscriber or their Partners.
2.4. Allocation of Liability and Content Certification
2.4.1. Primary Publisher Status: The Platform Subscriber remains the Primary Publisher and sole authority regarding the Source Material and the information supplied to the Analytical Inference Engine.
2.4.2. Mandatory Certification Barrier: The Platform Subscriber warrants that it has reviewed, audited, and approved all content within its Source Material, including dietary and allergen data provided by Partners.
2.4.3. Human-in-the-Loop Threshold: Any output identified as having a "significant effect" on an End-User requires mandatory manual verification by the Platform Subscriber prior to reliance.
2.4.4. Indemnity: The Platform Subscriber agrees to indemnify and hold harmless the Provider against any third-party claims, regulatory fines (including GDPR or Australian Privacy Act penalties), or legal costs arising from:
(a) inaccurate information or misinformation contained within the Source Material; or
(b) an End-User’s reliance on health or safety information provided on behalf of the Platform Subscriber.
2.4.5. Technical Host Protection: The Provider’s role is strictly limited to that of a Technical Host and Neutral Pipe; it assumes no duty of care to independently verify the accuracy of Source Material.
I have refined Section 3 by integrating your Structural Changes and Master Standard Terminology. This version maintains the exhaustive prohibitions of the original while adding the specific Anti-Tampering, Anti-Espionage, and Repeat Infringer protections from your 2026 legal logic.
3. ACCEPTABLE USE AND PROHIBITED CONDUCT
3.1. General Compliance and Scope
3.1.1. Governance: This Acceptable Use Policy (“AUP”) governs the conduct of all End-Users, Platform Subscribers, and Partners (collectively “Users”) accessing the Platform, including the Analytical Inference Engine, help pages, and the Secure Orchestration Environment.
3.1.2. Purpose-Bound Use: The User acknowledges that the Platform is provided as a professional business infrastructure tool; any use outside of its intended purpose as a customer service and lead orchestration tool is strictly prohibited.
3.2. Prohibition on Unauthorized Data Transmission (PII and Sensitive Data)
3.2.1. Third-Party PII: The User must not upload, transmit, or otherwise manifest within the Analytical Inference Engine interface or any web-form any Personally Identifiable Information (“PII”) belonging to any third-party individual without express legal authorization.
3.2.2. Sensitive Information: The User is strictly prohibited from inputting "Sensitive Information" as defined under the Privacy Act 1988 (Cth), or "Special Categories of Personal Data" under the GDPR, including but not limited to: (a) financial identifiers, credit card details, or banking information; (b) health records, medical histories, or biometric data; and (c) political opinions, religious beliefs, or philosophical affiliations.
3.2.3. Transient Data Risks: While the Platform utilizes automated De-identification Protocols (e.g., EXIF stripping for images), the User remains primarily liable for the intentional or negligent transmission of sensitive data into the Analytical Inference Engine's Transient Data stream.
3.2.4. Special Ad Category Enforcement and Warranty: The Platform Subscriber acknowledges that certain types of Source Material—specifically those relating to credit, housing, employment, or social issues, elections, and politics—are subject to "Special Ad Category" regulations by third-party Partners. The Platform Subscriber warrants that it shall correctly identify and designate such content within the Administrative Dashboard prior to Attribution Synchronization. Failure to accurately declare a Special Ad Category, resulting in the risk of Account Status restriction or ecosystem-wide penalties, shall be deemed a material breach of these Terms, and the Provider reserves the right to immediately suspend the relevant interaction or Location.
3.3. Technical Integrity and Anti-Circumvention
3.3.1. Reverse Engineering and Jailbreaking: The User shall not, and shall not attempt to:
(a) "jailbreak," "prompt-inject," or utilize "adversarial machine learning" techniques to bypass the Analytical Inference Engine's safety guardrails, system-level instructions, or the Critical Safety Override;
(b) reverse engineer, decompile, or disassemble the underlying Secure Orchestration Environment, the Pseudonymization logic (SHA-256 salting/hashing), or the Attribution Synchronization scripts; or
(c) gain unauthorized access to the Supabase backend or any server-side environment hosting the Platform.
3.3.2. Data Scraping: The use of automated systems, software, or "crawlers" to extract data from the Platform ("scraping") for any purpose, including the training of competing machine learning models, is expressly forbidden.
3.3.3. Multi-Tenant "Cooperative" Isolation (Anti-Espionage): Signal Correlation and intent data captured at a specific Location are strictly siloed; Users must not attempt to access data belonging to another Platform Subscriber or their respective Partners.
3.3.4. Coordinated Vulnerability Disclosure: In the interest of maintaining the security of the Secure Orchestration Environment , the Platform Subscriber and all End-Users are required to report any suspected technical vulnerabilities, security flaws, or potential exploits discovered within the Platform directly and privately to the Provider via the designated security contact. The Platform Subscriber and End-Users are strictly prohibited from engaging in public disclosure, "full disclosure," or sharing such findings with any third party until the Provider has been granted a reasonable period to perform remediation. Failure to comply with this coordinated disclosure mandate shall be deemed a material breach of the Acceptable Use Policy.
3.4. Conduct Toward Locations and Personnel
3.4.1. Interpersonal Conduct: The Platform must not be used to harass, threaten, stalk, or intimidate Location staff, Awardee employees, or other Users.
3.4.2. Fraudulent Activity: The User shall not utilize the Platform to facilitate fraudulent schemes, including but not limited to:
(a) impersonating a Location representative or Partner;
(b) submitting false feedback or Interaction Scores to manipulate analytics; or
(c) attempting to defraud the Location through the unauthorized use of Stripe-integrated payment gateways.
3.4.3. Professional Conduct Mandate: The End-User is required to behave professionally, lawfully, and directly when interacting with physical Access Points (including QR codes and NFC-enabled hardware). Any attempt to deface, tamper with, or utilize Access Points for purposes other than initiating a legitimate customer service session is strictly prohibited per the Anti-Tampering Mandate. The Provider reserves the absolute right to terminate access to the Platform and purge the associated Pseudonymized Identifiers for any End-User found to be engaging in inappropriate, harassing, or disruptive behavior at a Location.
3.4.4. Force for Good and Anti-Discrimination Mandate: The Provider is committed to ensuring the Platform is a force for positive commercial and social interaction. The Platform Subscriber is strictly prohibited from utilizing the Analytical Inference Engine or any Source Material to incite hostility, promote illegal discrimination, or disseminate hate speech based on race, gender, religion, sexual orientation, or disability. The Provider reserves the right to determine, in its sole discretion, what constitutes "hostile or discriminatory" use and may exercise immediate termination of the Account Status and purge the associated Consent Record to protect the integrity of the Awardee Ecosystem.
3.5. Enforcement and Shift of Liability
3.5.1. The Subscriber’s Supervisory Duty: The Platform Subscriber is responsible for ensuring its employees and invited Partners adhere to these AUP standards when uploading Source Material or interacting with the system.
3.5.2. Multimodal Automated Review: The Provider utilizes advanced automated systems within the Secure Orchestration Environment to ensure compliance with the Acceptable Use Policy. The Platform Subscriber acknowledges and consents to the use of the Analytical Inference Engine to perform multimodal analysis—analyzing text, images, and audio files in aggregate—to detect prohibited content, fraudulent patterns, or high-risk interactions. This automated review is a core technical safeguard for the Awardee Ecosystem and is performed in accordance with the De-identification Protocols.
3.5.3. Repeat Infringer Policy: Awardee reserves the formalized right to terminate Account Status for any Platform Subscriber or Partner that repeatedly uploads infringing Source Material or violates these provisions.
3.5.4. Indemnity for Misuse: In the event of a breach of this Clause 3 by the Platform Subscriber or its agents, the Platform Subscriber shall indemnify Awardee Pty Ltd against all resulting liabilities, including costs associated with cross-border data breach notifications (under the Australian Notifiable Data Breaches scheme or GDPR Article 33) and third-party IP claims.
3.5.5. Right of Termination: Awardee reserves the right to immediately suspend access or purge the associated Consent Record and Secure Orchestration Environment data for any User or Platform Subscriber found to be in material breach of these AUP provisions.
PART B: SAAS AGREEMENT (FOR THE PLATFORM SUBSCRIBER)
These terms apply to the Location subscribing to Awardee services.
4. THE SOURCE MATERIAL & CONTENT LIABILITY
4.1. Designation as Primary Publisher and Final Authority
4.1.1. Legal Status: The Platform Subscriber acknowledges and agrees that it acts as the sole "Primary Publisher" and "Data Controller" (as defined under the GDPR) for all data, information, and assets comprising the Platform Subscriber’s specific Source Material.
4.1.2. Mandatory Review and Approval: The Platform Subscriber assumes absolute responsibility for the accuracy, legality, and appropriateness of all data provided to the Analytical Inference Engine. No content shall be active within the Platform until the Platform Subscriber has performed a final review and Executed Content Certification via the Administrative Dashboard.
4.1.3. Certification of Accuracy: By Executing Content Certification for the Source Material, the Platform Subscriber warrants that the information—including but not limited to menus, pricing, operational data, and dietary/allergen information—is factually correct and compliant with the Australian Consumer Law regarding misleading or deceptive conduct.
4.1.4. Multilingual Translation and Verification Protocol: The Analytical Inference Engine may provide automated linguistic translations of Source Material to facilitate global accessibility. The Platform Subscriber acknowledges that automated translations may contain inaccuracies, nuances, or errors. The Provider disclaims all liability for linguistic errors or damages arising from mistranslations. Prior to Executing Content Certification, the Platform Subscriber warrants that it has performed a Manual Verification Protocol on all translated outputs to ensure accuracy and compliance with local regulatory requirements.
4.1.5. Mandatory Certification Barrier: Total liability for generative output (including Analytical Artifacts or "hallucinations") shifts entirely to the Platform Subscriber upon explicit Content Certification.
4.1.6. Human-in-the-Loop Threshold: Any Analytical Inference Engine output identified as having a "significant effect" on an End-User requires mandatory Manual Verification Protocol by the Platform Subscriber prior to reliance.
4.2. Intellectual Property (IP) Warranty and Partner Source Material
4.2.1. Ownership Warranty: The Platform Subscriber warrants and represents that it holds the requisite ownership, title, or valid sub-licensable rights to all Intellectual Property uploaded to the Service, including logos, trademarks, copyrighted text, and photographic images.
4.2.2. Partner Source Material: This warranty extends to all information, images, and data provided by the Platform Subscriber’s Partners. The Platform Subscriber acknowledges that the risk of such uploads remains with the Platform Subscriber regardless of whether the Partner warrants accuracy to the Subscriber.
4.2.3. License Grant: The Platform Subscriber grants Awardee Pty Ltd (the "Provider") a non-exclusive, world-wide, royalty-free license to host, transmit, and process these assets solely for the purpose of providing the Customer Service solutions on behalf of the Platform Subscriber.
4.2.4. Database Enrichment & Derivative Rights: The Provider maintains the right to utilize de-identified data from Source Material to grow, enrich, and verify the master intelligence of the Analytical Inference Engine. This includes a non-exclusive license to reformat or create technical derivative previews of Platform Subscriber assets for multi-browser compatibility.
4.3. Metadata and Personally Identifiable Information (PII) Scrubbing
4.3.1. Staff Uploads: The Platform Subscriber assumes full liability for the conduct of its employees and agents who upload files to the Platform. The Platform Subscriber must ensure that staff-uploaded images do not contain unauthorized PII, sensitive Location data, or people who have not provided consent.
4.3.2. Technical Redundancy: While the Provider implements a "Metadata Stripper" as a Technical Defense only to perform automated removal of EXIF and GPS data from JPEG/image files upon upload, this does not alleviate the Platform Subscriber’s primary liability.
4.3.3. Residual Liability: The automated stripping of metadata does not absolve the Platform Subscriber of its primary responsibility under the Privacy Act 1988 (Cth) or the GDPR to ensure that high-risk PII is not introduced into the Analytical Inference Engine’s Transient Data or permanent storage environments.
4.4. Indemnification and Liability Shift
4.4.1. Indemnity: The Platform Subscriber shall indemnify, defend, and hold harmless the Provider against any and all third-party claims, damages, or legal costs (including solicitor-client costs) arising from:
(a) Inaccurate, outdated, or misleading information contained within the Source Material (e.g., incorrect allergen data leading to injury);
(b) Copyright or trademark infringement claims related to Platform Subscriber-uploaded or Partner Source Material; and
(c) Cross-border data breaches or privacy violations resulting from the Platform Subscriber’s failure to scrub PII or sensitive metadata prior to upload.
4.4.2. Neutral Host Protection: The Provider acts as a "Technical Host" and "Neutral Pipe," operating under "Notice and Takedown" principles. The liability for Analytical Artifacts caused by inaccurate Source Material provided by the Platform Subscriber resides solely with the Platform Subscriber.
4.4.3. Indemnity for Group Behavior and Sub-User Conduct: The Platform Subscriber acknowledges and agrees that it is expressly liable for the actions, omissions, and conduct of all staff members, contractors, and authorized sub-users who access the Secure Orchestration Environment or Administrative Dashboard under the Platform Subscriber's credentials. The Platform Subscriber shall indemnify and hold the Provider harmless against any claims, losses, or Analytical Artifact errors resulting from the behavior of its authorized group, treating all such interactions as the direct and authorized acts of the Platform Subscriber.
4.4.4. Automated Ingestion Disclaimer: Liability for inaccuracies originating from 3rd-party data providers remains with the Platform Subscriber; automated data pull does not waive the Manual Verification Requirement.
4.4.5. Access Revocation Mandate: The Platform Subscriber warrants that it shall implement rigorous internal security protocols to manage authorized access to the Administrative Dashboard. In the event of the termination, resignation, or role-change of any employee or agent previously granted access, the Platform Subscriber must ensure such access is revoked within twenty-four (24) hours. The Provider disclaims all liability for unauthorized modifications to Source Material or Signal Correlation leakage resulting from a breach of this temporal mandate.
5. PARTNER & RETAIL MEDIA ORCHESTRATION
5.1. Attribution Synchronization and Audience Orchestration
5.1.1. Architecture Acknowledgment: The Platform Subscriber acknowledges and agrees that the Provider utilizes a proprietary Analytical Inference Engine and Secure Orchestration Environment to facilitate first-party lead orchestration and Signal Correlation across the Awardee ecosystem.
5.1.2. Attribution Synchronization Protocol: The Provider shall facilitate an Attribution Synchronization model whereby:
(a) Initial browser-side technical signals (including, but not limited to, Pseudonymized Identifiers such as event_id, fbp, and fbc) are captured and stored within the Secure Orchestration Environment hosted in the Australia region;
(b) Upon receipt of valid End-User consent via the Platform’s layered consent interface, these signals are synchronized with third-party advertising platforms, including Meta and Google, via official Conversions APIs (CAPI) or S2S Protocols; and
(c) The Provider facilitates the Intermediary Redirect Protocol to maintain attribution when an End-User transitions from a Host Browser to a third-party application environment.
5.2. Pseudonymization and SHA-256 Hashing Standard
5.2.1. The Salting Protocol: To ensure "Zero PII Risk" and compliance with "Privacy by Design" requirements under the GDPR and the Privacy Act 1988 (Cth), the Provider shall apply Pseudonymization (SHA-256 salting and hashing) to all PII locally on the Provider’s server prior to any outbound transmission to third-party APIs.
5.2.2. Non-Reversibility: The Platform Subscriber acknowledges that this protocol ensures PII is rendered mathematically non-reversible by unauthorized third parties, thereby satisfying high-tier global data security standards.
5.2.3. AI Input/Output Rights and Machine Learning License: The End-User or Platform Subscriber (as applicable) retains all ownership rights in the raw data or queries submitted to the Analytical Inference Engine ("Input"). However, the resulting generated content ("Output") is provided subject to the Analytical Artifact disclaimers set forth in Section 8. The Provider is granted a perpetual, irrevocable, world-wide, royalty-free license to utilize de-identified Input and Output for the purpose of training algorithms and improving the machine learning capabilities of the Analytical Inference Engine , provided such use complies with the De-identification Protocols defined in the Universal Privacy Policy.
5.3. Partner Access and Retail Media Delivery
5.3.1. Grant of Rights: The Platform Subscriber hereby grants the Provider the express right to aggregate, analyze, and process End-User interaction data to generate "Anonymous Audience Segments" and Interaction Scores.
5.3.2. Partner Distribution: The Platform Subscriber authorizes the Provider to provide these de-identified segments to Partners for the purpose of targeted retail media delivery and remarketing, provided such activities occur within the bounds of the Universal Platform Consent.
5.3.3. Prohibition on Raw Data Leakage: The Provider warrants that it shall not provide "raw" guest lists, unhashed emails, or reversible PII to any Partner. Partner access is strictly limited to interest-based segments related to the specific commercial relationship between the Partner and the Platform Subscriber.
5.3.4. Multi-Tenant "Cooperative" Isolation: Signal Correlation captured at one Location is strictly siloed and may not be accessed by other Platform Subscribers or their respective Partners.
5.3.5. Moral Rights Waiver: Partners waive moral rights to the extent necessary for Awardee to summarize brand stories or pairing suggestions within the Analytical Inference Engine.
5.4. Allocation of Liability and Risk
5.4.1. Platform Authority: The Platform Subscriber acknowledges that the Provider’s domains (awardee.com.au and award.ee) utilize Identity Injection to establish high domain authority and facilitate seamless reconciliation of Pseudonymized Identifiers.
5.4.2. Subscriber Responsibility for Third-Party Terms: Where the Provider transmits hashed signals to a Platform Subscriber’s or Partner’s designated Ads Manager, the Platform Subscriber (or the respective Partner) remains solely responsible for ensuring their advertising accounts comply with the self-serve terms of third-party platforms.
5.4.3. Cessation of Liability: The Provider’s legal responsibility for data security and handling terminates immediately upon successful transmission of Pseudonymized Identifiers to a third-party API, regardless of performance, signal loss, or Host Browser limitations.
5.4.4. Cross-Border Breach Indemnity: The Platform Subscriber shall indemnify the Provider against any claims arising from the misuse of de-identified segments or any data breach occurring within the Subscriber’s own third-party advertising accounts.
5.4.5. Limitation of Liability for Attribution Rates: The Platform Subscriber acknowledges that attribution match rates (typically ranging between 34% and 51%) are subject to third-party algorithms and Host Browser restrictions; the Provider disclaims all liability for fluctuations in performance.
6. BILLING, PAYMENT PROCESSING, AND API-DRIVEN USAGE METRICS
6.1. Payment Processing and Stripe Integration
6.1.1. Third-Party Processor: The Platform Subscriber acknowledges that all financial transactions, including Base Subscription Fees and usage-based adjustments, are facilitated through Stripe, Inc. and its global affiliates (“Stripe”).
6.1.2. Compliance with Third-Party Terms: By utilizing the Platform, the Platform Subscriber agrees to be bound by the Stripe Services Agreement and the Stripe Connected Account Agreement. The Provider disclaims all liability for financial losses, unauthorized access to Stripe account credentials, or processing errors originating within Stripe’s infrastructure.
6.1.3. Payment Method Authorization: The Platform Subscriber must maintain a valid, authorized payment method within the Stripe Billing Portal at all times. The Platform Subscriber authorizes the Provider to automatically debit all recurring Base Subscription Fees and variable usage fees as they fall due.
6.1.4. Account Veracity and Maintenance Warranty: The Platform Subscriber warrants that all information provided via the Administrative Dashboard—including but not limited to legal entity names, primary contact electronic mail addresses, and active payment credentials—shall remain truthful, accurate, and current at all times. The Provider reserves the right to immediately suspend the Account Status or deactivate specific Locations if the provided information is found to be outdated, incomplete, or otherwise precludes the successful processing of Usage-Based Milestones or the delivery of critical legal notifications.
6.2. Usage-Based Fees and AI Consumption
6.2.1. Variable Fee Structure: In addition to Base Subscription Fees, the Platform Subscriber agrees to pay usage-based fees calculated on a "per-interaction" or "volume-based" metric. These include, but are not limited to:
(a) AI Chat Overage: Fees incurred when the total volume of Analytical Inference Engine interactions exceeds the threshold defined in the Platform Subscriber’s selected subscription tier.
(b) Audience Delivery Fees: Fees associated with the Attribution Synchronization of Pseudonymized Identifiers to third-party advertising platforms.
6.2.2. Accrual and Billing Cycles: Usage-based fees are calculated in real-time and may be billed in arrears at the conclusion of each billing cycle or triggered immediately upon reaching Usage-Based Milestones, at the Provider's sole discretion.
6.2.3. Unilateral Fee and Milestone Adjustments: The Provider reserves the right to unilaterally adjust the rates for Usage-Based Milestones , Attribution Synchronization fees, or other variable service levies. Any such adjustments shall be effective upon the expiration of the notice period specified within the Administrative Dashboard. The Platform Subscriber’s continued utilization of the Analytical Inference Engine or S2S Protocols following the effective date of a fee adjustment shall constitute irrevocable acceptance of the revised financial terms.
6.2.4. Third-Party Access and Financial Liability: The Platform Subscriber assumes absolute liability for all charges, Usage-Based Milestones , and data processing activity occurring under its Administrative Dashboard credentials, including activity resulting from unauthorized third-party access. The Platform Subscriber’s liability for such unauthorized activity shall only terminate upon the Provider’s receipt of a formal security breach notification via the designated support channel. The Provider shall not be required to credit or refund any fees accrued prior to the successful verification and suspension of the compromised account, as all such metrics are derived from the Master Source of Truth.
6.2.5. S2S Handshake and Signal Integrity Prerequisite: The functional efficacy of the Platform and the accuracy of Attribution Synchronization are strictly contingent upon the Platform Subscriber maintaining a compliant server-to-server (S2S) integration. The Platform Subscriber warrants that it shall provide "clean," uncorrupted conversion signals via the S2S Protocol as defined in the Technical Documentation. The Provider disclaims all liability for performance degradation, reporting inaccuracies, or the failure of the Analytical Inference Engine to optimize interactions where such issues arise from faulty, latent, or incomplete server-side configurations maintained by the Platform Subscriber.
6.3. API as the Definitive "Master Source of Truth"
6.3.1. Platform API Supremacy: The Platform Subscriber and any Partner expressly acknowledge that the Awardee Platform API and its internal server logs (including device integrity signals like motion data) serve as the final, definitive, and legally binding Master Source of Truth for all billing metrics and consumption data.
6.3.2. Third-Party API Correlation: For Attribution Synchronization metrics, billing is calculated based on successful "Handshake" signals reported as transmitted by the Awardee Platform API, regardless of subsequent performance or reporting variations found within third-party dashboards.
6.3.3. Waiver of Discrepancy Claims: The Platform Subscriber and Partner waive the right to dispute charges based on secondary tracking software, local analytics, or internal estimates that conflict with the Awardee Platform API’s raw telemetry.
6.4. Non-Refundability and Default
6.4.1. Consumption Principle: Fees for AI Chat Overages and Attribution Synchronization are deemed "earned" immediately upon the occurrence of the digital interaction or API transmission and are strictly non-refundable.
6.4.2. Late Payment and Service Suspension: Failure to settle usage-based fees within the timeframe specified in the Stripe Billing Portal shall constitute a material breach of this Agreement. In the event of non-payment, the Provider reserves the right to:
(a) immediately suspend the Platform Subscriber’s access to the Source Material and messaging infrastructure; and
(b) withhold further Attribution Synchronization of signals to third-party accounts.
6.4.3. Third-Party Payor (Partner) Liability: Where a Partner elects to discharge fees on behalf of a Platform Subscriber, the Platform Subscriber remains primarily and solely liable for the Account Status and all outstanding fees in the event of a payment default by the Partner.
6.5. Allocation of Liability for API Failures
6.5.1. Provider Liability: The Provider’s liability for API-related billing errors is limited to the correction of the specific invoice in question, subject to the Major Failure provisions under the Australian Consumer Law.
6.5.2. Subscriber Liability: The Platform Subscriber is responsible for any excessive API consumption resulting from their own technical misconfigurations (e.g., "looping" prompts) or unauthorized third-party "scraping" of their Location-hosted help pages.
PART C: GENERAL LEGAL PROVISIONS
7. INDEMNIFICATION AND LIABILITY ALLOCATION
7.1. General Indemnity Obligation
7.1.1. Scope of Indemnity: The Platform Subscriber hereby agrees to indemnify, defend, and hold harmless Awardee Pty Ltd, its directors, officers, employees, agents, and technical sub-processors (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, suits, proceedings, liabilities, damages, losses, fines, penalties, and costs.
7.1.2. Recoverable Costs: Such costs include, without limitation, reasonable legal fees on a full solicitor-client basis and the costs of any investigation, litigation, settlement, or judgment arising out of or in connection with the Platform Subscriber’s use of the Platform or any breach of these Terms.
7.2. Specific Indemnity Triggers: Source Material and Analytical Artifacts
7.2.1. Source Material Integrity: The Platform Subscriber provides an absolute indemnity for any claims arising from inaccurate, misleading, or deceptive information contained within the Source Material, including but not limited to information related to pricing, facilities, or operational hours.
7.2.2. Health and Safety Criticality: This indemnity specifically covers any loss or injury (including personal injury or death) resulting from an End-User's reliance on inaccurate safety-critical data, such as allergen information, dietary descriptions, or emergency protocols, regardless of whether such inaccuracies were caused by Analytical Artifacts or flawed Source Material provided by the Platform Subscriber or its Partners.
7.2.3. Mandatory Certification Barrier: Since the Platform Subscriber is the "Primary Publisher" and final authority, and must Execute Content Certification for all Source Material before it is processed by the Analytical Inference Engine, the liability for generated outputs shifts entirely to the Platform Subscriber upon such certification.
7.3. Intellectual Property (IP) and Partner Source Material
7.3.1. Infringement Claims: The Platform Subscriber shall indemnify the Indemnified Parties against any claims alleging that assets uploaded to the Platform (including images, videos, PDFs, text, or custom artwork) infringe the Intellectual Property rights of any third party.
7.3.2. Partner Warranty: This protection extends to content provided by Partners (Partner Source Material); the Platform Subscriber warrants that it has secured all necessary licenses for the reproduction and digital distribution of such assets within the Awardee ecosystem.
7.4. Privacy, Data Handling, and Regulatory Breaches
7.4.1. Subscriber-Side Negligence: The Platform Subscriber provides an indemnity for any breach of privacy regulations (including the Australian Privacy Act, GDPR, and CCPA/CPRA) caused by the Platform Subscriber's handling of data, such as the unauthorized collection of personal information or the failure to scrub sensitive PII from staff-uploaded images.
7.4.2. Metadata Liability: While the Provider implements automated De-identification Protocols, the Platform Subscriber remains liable for any privacy violations arising from GPS or EXIF data embedded in images uploaded to the Platform.
7.4.3. Cross-Border Breach Notification: If a Subscriber-side data breach necessitates a notification under the Australian Notifiable Data Breaches (NDB) scheme or international equivalents, the Platform Subscriber shall be solely responsible for all costs associated with such notification and any resulting regulatory fines.
7.5. Mutuality and Shift of Liability
7.5.1. The Technical Host Protection: The Provider’s liability is strictly limited to the performance of its technical infrastructure as a "Neutral Pipe" and Technical Host.
7.5.2. Exclusion of Provider Negligence: The Platform Subscriber’s duty to indemnify does not extend to liabilities directly and solely caused by the Provider’s gross negligence or willful misconduct in the operation of the core Platform architecture.
7.5.3. Proportionate Fault: Awardee’s indemnity is reduced proportionately to the extent that a Partner or third party contributed to a downstream data breach or account failure.
7.5.4. Liability Cap: To the maximum extent permitted by law, the Provider's total aggregate liability for any claim under these terms is capped at the amount paid by the Platform Subscriber to use the Services during the twelve (12) months preceding the event giving rise to the claim.
8. LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES
8.1. Statutory Guarantees and Australian Consumer Law (ACL)
8.1.1. Acknowledgement of Statutory Rights: Awardee Pty Ltd (“the Provider”) acknowledges that the Australian Consumer Law (contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) provides certain Consumer Guarantees that cannot be excluded, restricted, or modified.
8.1.2. Non-Exclusion: Nothing in these Terms is intended to exclude, restrict, or modify the application of any condition, warranty, or statutory guarantee which by law cannot be excluded, including the Platform Subscriber’s rights under the ACL.
8.2. Limitation of Liability (The Liability Cap)
8.2.1. Maximum Extent of Law: To the maximum extent permitted by the Australian Consumer Law and relevant international data regulations, the total aggregate liability of the Provider to the Platform Subscriber for any and all claims, losses, or damages—whether in contract, tort (including negligence), equity, under statute, or otherwise—shall be limited.
8.2.2. Financial Ceiling: The total liability of the Provider for any claim under these terms is limited to the total amount paid by the Platform Subscriber to use the Services during the twelve (12) months immediately preceding the event giving rise to the claim.
8.3. Specific Exclusions of Consequential and Indirect Loss
8.3.1. Excluded Damages: Under no circumstances shall the Provider be liable to the Platform Subscriber or any third party for any:
(a) Indirect or Consequential Loss: Including loss of profits, loss of revenue, loss of business opportunity, loss of reputation, or loss of anticipated savings;
(b) Data-Related Loss: Losses arising from Analytical Artifacts, inaccuracies inherent in Analytical Inference Engine technology, or errors in Source Material; or
(c) Third-Party Actions: Loss resulting from the data handling practices of third-party platforms, including Meta, Google, OpenAI, or Stripe.
8.4. Allocation of Risk and Technical Intermediary Status
8.4.1. Neutral Pipe Status: The Platform Subscriber acknowledges that the Provider acts as a Technical Host and Neutral Pipe for first-party lead orchestration.
8.4.2. Attribution Synchronization Liability Boundary: Once data has been successfully transmitted via Attribution Synchronization (S2S Protocol) to a third-party API, the Provider's liability for the handling of that data ceases entirely, shifting to the Platform Subscriber or the respective third-party platform.
8.4.3. AI Accuracy and Reliance: The Provider is not liable for any decisions made by the Platform Subscriber or End-Users in reliance on Analytical Inference Engine-generated content, particularly regarding safety-critical information such as allergens, which must be verified by human staff at the Location.
8.5. Data Residency and Cross-Border Breach Liability
8.5.1. International Partners: While the Provider utilizes high-tier security protocols, including Pseudonymization and residency within the Australia-based Secure Orchestration Environment, the Provider shall not be liable for cross-border data breaches occurring within the infrastructure of international technology partners.
8.5.2. Mitigation via Purge: The Provider’s liability for data loss is further limited by its Cyclical Data Minimization policy, which reduces the potential impact of data breaches by minimizing the retention of behavioral signals.
8.6. Force Majeure
8.6.1. Excusable Delays: Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is caused by a Force Majeure event, including but not limited to acts of God, cyber-attacks, telecommunications failures, or government-imposed restrictions.
8.7. Beta Services and Experimental Functionality:
From time to time, the Provider may invite the Platform Subscriber to utilize features identified as "Alpha," "Beta," or "Experimental" ("Beta Services"). The Platform Subscriber acknowledges that Beta Services are provided strictly on an "As-Is" and "As-Available" basis without warranties of any kind. The Provider disclaims all liability for loss or damage arising from the use of Beta Services—including any inaccuracies or Analytical Artifacts generated therein—and reserves the right to modify, suspend, or permanently discontinue such features at any time without notice or liability to the Platform Subscriber. All data processed or generated within a Beta Service remains hosted within the Secure Orchestration Environment and is subject to the Cyclical Data Minimization protocols.
9. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION
9.1. Governing Law
9.1.1. Primary Jurisdiction: These Terms and Conditions, and any non-contractual obligations arising out of or in connection with them, are governed by and shall be construed in accordance with the laws in force in the State of Queensland, Australia.
9.1.2. Vienna Convention Exclusion: The parties irrevocably agree that the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) is expressly excluded from application to these Terms.
9.1.3. Global Privacy Compliance: Notwithstanding the primary choice of Queensland law, the Provider acknowledges its obligations to maintain the "Highest Common Denominator" of privacy compliance for international data subjects, specifically adhering to the GDPR for EU residents and the CCPA/CPRA for California residents.
9.2. Exclusive Jurisdiction and Venue
9.2.1. Submission to Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the courts of Brisbane, Queensland, and any courts competent to hear appeals from those courts.
9.2.2. Waiver of Objection: The Platform Subscriber and the Provider waive any objection to the venue of any legal process in these courts on the basis of an inconvenient forum or lack of jurisdiction.
9.2.3. Technical Nexus: The Platform Subscriber acknowledges that the Secure Orchestration Environment containing the master record for all "Right to be Forgotten" requests resides in Australia, reinforcing the nexus between the platform's technical architecture and the chosen jurisdiction.
9.3. Multi-Jurisdictional Data Breaches and Service of Process
9.3.1. Breach Determination: In the event of a cross-border data breach involving the infrastructure of international technology partners, the Platform Subscriber agrees that the determination of liability and indemnity shall remain subject to the laws of Queensland.
9.3.2. Digital Service of Process: The Platform Subscriber agrees that service of any process, summons, or notice by email to the address associated with their Stripe account shall be effective service of process.
9.4. Dispute Escalation and Mutuality
9.4.1. Mandatory Direct Negotiation: Before initiating formal legal proceedings, the parties must attempt to resolve any Dispute through direct, good-faith negotiations between executives with authority to settle the Dispute.
9.4.2. Liability Shift for Misinformation: The Platform Subscriber acknowledges that any Dispute arising from Analytical Artifacts, inaccurate allergen data, or misinformation within the Source Material is subject to the indemnity clauses of these Terms, shifting the burden of defense costs entirely to the Platform Subscriber.
9.4.3. Technical Evidence (API Supremacy): The parties agree that the Master Source of Truth (Platform API and server-side logs) shall be admissible as the definitive record in any judicial proceeding regarding usage-based billing or technical performance metrics.
9.5. Equitable Relief
9.5.1. Irreparable Harm: The Platform Subscriber acknowledges that a breach of the AUP or the unauthorized "scraping" of the Secure Orchestration Environment may cause irreparable harm for which monetary damages would be inadequate.
9.5.2. Injunctive Relief: The Provider shall be entitled to seek injunctive relief or other equitable remedies in the courts of Brisbane, Queensland, without the necessity of posting a bond.
9.5.3. The Trojan Horse Clause: If a Partner is acquired by a conglomerate, their Category Sponsorship terms terminate immediately, and they are automatically moved to Enterprise "Walled Garden" Pricing to protect the integrity of the Cooperative.
9.6. Export Control and Trade Sanctions Compliance:
The Platform Subscriber warrants that neither it, nor its authorized End-Users, are located in a jurisdiction subject to comprehensive global trade sanctions or appear on any restricted party list, including but not limited to the United Nations Security Council Consolidated List, the Australian Autonomous Sanctions List, or the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals List. The Platform Subscriber is solely responsible for obtaining any necessary import or export authorizations required for the utilization of the Analytical Inference Engine within its specific region. Any breach of this sub-clause shall result in the immediate and permanent termination of the Account Status without liability to the Provider.