1. Introduction and Agreement 

1.1. Prism is a complete end-to-end equine management platform designed for trainers, owners, stakeholders, role players and suppliers across the equine industry spectrum to save time, strengthen relationships, get paid quicker, and grow best-in-class businesses. As a B2B SaaS product, Prism holistically manages all aspects of administration, commercialisation and communication. 

1.2. These Terms of Use (“Terms”) are binding and govern your use of Prism, which is owned and operated by Prism Pay Pty Ltd (ACN 167 545 600) (“Prism”, “we”, “us”, “our”). 

1.3. These Terms are to be read together with our policy relating to privacy and data protection (“Privacy Policy”) (accessible via https://www.prism.horse/policies/privacy) (together the “Agreement”). To the extent of any inconsistency between these documents these Terms will prevail. 

1.4. This Agreement forms a legally binding contract between you and Prism. By signing up to Prism and creating an Account (as defined below), or using our Services (as defined below), or by clicking “I agree”, you agree to be bound by this Agreement whether on your own behalf as a User or whether as an Authorised User or otherwise on behalf of any entity for who you use Prism (as each term is defined below). 

2. Definitions and interpretation 

2.1 The following definitions apply to these Terms: 

“Account” is defined in clause 4. 

“Act” means the Corporations Act 2001 (Cth). 

“Agreement” is defined in clause 1.3. 

“App” means our mobile application downloadable on iOS and android devices; 

“Applicable Laws” means the Act, the Privacy Laws, Australian Consumer Law and all other such laws, legislation, regulations, rules or directives which Prism, you and the Authorised User are subject to from time to time. 

“API” means Application Programming Interface. 

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth). 

"Authorised User" means those of your employees, agents and contractors who are authorised by you to use Prism and subscribe to use Prism via the Portal. 

"Business Day" means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in Victoria, Australia.

"Developed IP" is defined in clause 10.3. 

"Fees" means: 

(a) the fees set out on the page linked at clause 7.2, which may be updated or amended by us from time-to-time; and 

(b) any other fees that we may introduce as Prism’s features are expanded and developed. 

“Prism” is defined in clause 1.1 and is our software platform accessed through the Portal via the Site or App. 

“GVS” means Glasshouse Venture Studio Pty Ltd (ACN 655 397 023). 

“Indemnified Parties” is defined in clause 14.1. 

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights. 

"Invitee" is defined at clause 4.2 

“liability” is defined in clause 13.6. 

“licence” is defined in clause 10.5. 

“Trainers” means any person or entity using the Services in their capacity as a trainer of a horse. “Minor” is defined in clause 4.11. 

“Owner” means any person or group using the Services in their capacity as owner of a horse, or authorised representative of the owner/s. 

“Portal” means the management portal to access Prism located via the Site at https://www.prism.horse/portal/login or through the App, which is used to access the Services provided under these Terms and includes any associated software, technology, code and all Intellectual Property Rights contained therein. 

"Privacy Laws" means the Privacy Act 1988 (Cth), California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA) and the General Data Protection Regulation (EU 2016/679) (as applicable). 

“Privacy Policy” means the Prism privacy policy linked in clause 1.3. 

"Provider IP" is defined in clause 10.2. 

"Related Bodies Corporate" has the meaning given in the Act. 

“Services” means all Prism products, features, applications, services, information, technologies and software that we provide under this Agreement.

"Site" means https://www.prism.horse or any other website operated by us. 

“Subscription” means any of the subscription plans offered in respect of Prism as set out at https://www.prism.horse ; 

“Suppliers” means any persons who use the Services to provide goods or services to the horse, Owner, or Trainer. 

“Terms” is defined in clause 1.2. 

“User Data” is defined in clause 10.5. 

“User” means Owners, Trainers, Suppliers or any other person or legal entity registered, or who subscribes, to use Prism and includes any of their Authorised Users. 

“We”, “our” and “us” is defined in clause 1.2. 

"you" or "your" means you, the User (or an Invitee or Authorised User, as applicable). 

2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any act or statute which supersedes, replaces or modifies any earlier act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in these Terms unless otherwise specified. 

3. Duration of the Agreement 

3.1 This Agreement commences upon registration of your Prism account in accordance with clause 4 and will continue, on an ongoing basis, unless it is terminated by: 

(a) mutual agreement; or 

(b) either you or us unilaterally bringing it to an end including in accordance with the termination rights set out in clause 16 of this Agreement, or by operation of any Applicable Law. 

4. Your Prism Account 

4.1 To access Prism and our Services, you must sign up on either our Site or App, create and register an account by providing us with your first name, last name and a signup method (e.g. email/Google/ Facebook/Apple details) and/or mobile number; nominate a secure password and accept this Agreement (“Account”). 

4.2 You determine who may be invited to use the Portal ("Invitee") and the relevant level of access that the Invitee will have as an Authorised User to to access and use Prism on your behalf. After an Invitee has subscribed to use Prism via the Portal, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable). 

4.3 You are solely responsible for each Authorised User’s use of Prism and compliance with these Terms and the Agreement. 

4.4 To be eligible to use, create or register an Account you and/or your Authorised User must:

(a) provide us with your age and be at least the minimum legal age in your country to lawfully use Prism (unless you are an incorporated enterprise, partnership or similar commercial entity); 

(b) provide us with the relevant date and information in relation to the horse; (c) identify your role from the available drop down options; 

(d) not have been convicted of any criminal offence in the last 5 years, unless we consent in writing; 

(e) not be prohibited from receiving any aspect of our Services under the laws of the country or state in which you are present at the time that you access the Services; 

(f) review and comply with this Agreement; and 

(g) not have previously had your Account suspended for violation of any Applicable Law or because you have previously contravened one of our published policies relating to the use of Prism. 

4.5 Where you have provided us with your identity documents, we may use an external partner or other party to verify your identity as required. 

4.6 You acknowledge and agree that all information you provide to us is true, accurate, complete and up to date at the time of registration. You further agree to update and keep updated your Account. 

4.7 You will receive an email or text message confirming registration with us shortly after you have created your Account. 

4.8 You may not use one [email address or mobile number] to register for multiple Accounts. You must not hold more than one Account at the same time. 

4.9 You may access your Account via the Site or App. 

4.10 You are responsible for maintaining the confidentiality and security of your Account and login details and all activities on or via your Account and you will take all reasonable steps to prevent your Account being misused or otherwise used unlawfully to access or use the Services. You agree to notify us immediately if you become aware of any security breach or any unauthorised use of your password or Account. 

4.11 You may access your Account details and amend and/or update those details via the Portal . 

4.12 If you are under the minimum legal age in your country to lawfully use Prism (“Minor”), you must immediately cease accessing Prism unless you have permission from a parent or guardian to create an Account in accordance with this clause 4 of these Terms. If you are found to be a Minor accessing Prism without permission from a parent or guardian, we are entitled, at our absolute discretion, to cancel or terminate your access to Prism. 

4.13 If you are a parent or guardian permitting a Minor to create an Account, you agree to: 

(a) exercise supervision over the Minor's use of Prism; 

(b) assume all risks associated with use of Prism as outlined in this Agreement; (c) ensure that all content and information that the Minor may encounter on Prism is suitable and appropriate for the Minor; 

(d) assume all liabilities resulting from the Minor's use of Prism and their Account; (e) ensure the accuracy and truthfulness of all information submitted by the Minor; (f) provide the consents contained in this Agreement on behalf of the Minor. 

4.14 We may, at any time, request written confirmation from a parent or guardian that you have permission to access and use Prism. 

4.15 We reserve the right to take legal action and/or seek compensation for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into by a Minor or from the parent or guardian of a Minor who registers an Account or uses Prism. 

4.16Use of the Portal is an acknowledgement by you that: 

4.16.1 you are not a Minor, or have obtained the relevant permission from a parent or guardian to create an Account; and 

4.16.2 you accept the Agreement and agree that you have entered into a binding legal contract with us in relation to the Agreement 

5. Early Access / MVP 

5.1 We will, on occasion, provide early access to various alpha and beta versions of Prism to [Early Access Partners] in order to test, inform and further improve future releases of the Services (“Early Access”). 

5.2 If you obtain Early Access, you agree to provide us with ongoing feedback, including recommendations, suggestions and ideas, potential changes, and enhancements in relation to the operational and functional capabilities of Prism and the Services. Your right, title and interest in any feedback you provide to us is assigned to us and is not considered as proprietary, confidential or sensitive information about you. In providing feedback to us, you agree that we are free to make unrestricted use of the Early Access feedback without any right to payment or attribution to you. 

5.3 We have no obligation under these terms or otherwise to correct any bugs, defects, or errors in the Early Access or otherwise to provide any support, maintenance services, service levels, or uptime guarantees for the Services. We have no obligation to store, hold, export, return, or destroy any data or content after your Early Access has ended and create, distribute, or otherwise offer a live service to you. We have no obligation to offer services to you after the Early Access 

period, or to offer any discounted prices or special terms to you in relation to the live service. You agree to receive the Early Access entirely at your own risk. 

5.4 If requested by us during and after any Early Access provided, you agree to share data with us, such as but not limited to, statistics, or information about how you have used the Services. We may gather this information to enhance the Services and for marketing purposes. You will not share or advertise any information regarding your use of the Services publicly or to any third party, unless given prior written consent from us. The Services and all related data and test results are considered confidential information and belonging to us. 

5.5 The Services and any updates related to these Services may contain errors. Any of our Services provided as part of any Early Access are still in testing phase. It is provided on an "as is" and "as available" basis, without any warranties of any kind, whether express, implied, statutory, or 

otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. We do not warrant that the Services will function without interruption, that it will be free of malicious code and that it will be error free. It is your obligation to ensure that your data is safeguarded, and to use the Services with caution. Any data provided and configurations made by you during the Early Access will be permanently lost when the Early Access period ends. 

5.6 Any Early Access provided will be subject to clause 7.1 and for the purposes set out above. Our total liability relating to the Agreement and arising out of your use of the Services shall be limited to $100 AUD. We, or any of our suppliers will not in any circumstances be liable for any damages, either indirect, incidental, special, consequential, or exemplary. Damages include but are not limited to damages for loss of business profits, interruption to business, or loss of any data or information. 

6. The Services 

6.1 We agree to use our best endeavours to provide you with the Services which involves the following: 

(a) Providing consistent and seamless experiences across third party products. Prism shares technology, systems, insights and information, including the information that we have about you, in order to provide the Services that are better, safer and more secure. We also provide ways to integrate third party, products and software through Prism using an API. We have designed Prism to achieve a seamless and consistent experience as you engage with our third 

party vendors and products yet are not responsible for the products and services they sell. 

(b) Fostering a positive and safe environment. We develop and use tools and offer resources to our community members that help to make their experiences positive and inclusive, including when we think they might need help. We also have teams and systems that work to combat abuse and breaches of our Terms and policies, as well as to counter profanity, bullying, 

disrespectful or deceptive behaviour. We use all the information we have, including your information, to try to keep our platform safe and secure. We may also share information about misuse or harmful content with Prism third-party integrators, partners, affiliate companies or law enforcement. Learn more in our Privacy Policy. 

(c) Ensuring access to our Services. To operate our Services, we may be required store and transfer data across our systems around the world, including outside of your country of residence. The use of this global infrastructure is necessary and essential to provide our Services. This infrastructure may be owned or operated by Prism, its Related Bodies Corporate, and its affiliates. 

(d) Developing and using technologies that help us provide you with the best possible experience. Organising and analysing content and information for the Prism userbase is central to our Services. A big part of our Services is creating and using cutting-edge technologies that help us personalise, protect and improve our Services on a large scale for a broad global community. Technologies such as artificial intelligence, active learning and machine learning give us the power to apply complex processes across our Services. Automated technologies also help us to ensure the functionality and integrity of our Services.

7. How Prism’s Subscription works 

7.1 No Fees are payable in respect of Early Access provided to a User as per clause 5. 

7.2 Depending on your Subscription, any applicable Fees will be as set out here .https://www.prism.horse/pricing . The Fees will not be changed retrospectively, however the Fees displayed by us, in any form of communication including on the Site, App or via the Portal, are subject to change without notice. If you do not agree to these changes, you may terminate this Agreement in accordance with clause 16. By continuing to access the Portal and/ or use the Services you agree to any change to the Fees 

7.3 Fees are tiered according tothe number of active Users on your Account. In the event that the quantity of active Users surpasses the predefined threshold for a tier, your account will be automatically upgraded to a higher tier, resulting in an adjusted charge or cost. Your tier may downgrade at any time by reducing the number of active Users on your Account if that reduction meets the relevant tier threshold. 

7.4 The Fees are inclusive of GST and, unless stated otherwise, are in Australian Dollars. 

7.5 You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions. 

7.6 If payment of the Fees is not received by any due date, as specified to you by us, we will be entitled (without prejudice to any other right or remedy available to us under these Terms or at law) to: 

(a) restrict access to the Portal and/or withhold the provision of any Services, or suspend your access to any or all of the Portal and/or the Services, or suspend or delete your Account, until payment of the outstanding amount is received by us in full; and 

(b) terminate these Terms pursuant to clause 16. 

7.7 You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required. 

7.8 In the event you cancel your Subscription and cease paying the Fees, you will continue to have access to the Portal through to the end of your billing period in respect of the relevant Subscription, unless you are otherwise in breach of these Terms or the Agreement. 

7.9 Nothing in clause 7 seeks to affect, restrict or exclude your statutory rights including under the Australian Consumer Law. 

8. Data and Privacy 

8.1 Providing our Servicesrequires collecting and using your information and User Data. We use your personal information, such as information about your activity, preferences, interests and engagement to show you ads and display products that are more relevant to you. We show you relevant and useful ads without telling advertisers who you are. We do not sell your personal data. We allow advertisers to tell us things such as their business goal and the kind of audience they want to see their ads. We then show their ads to people who might be interested. We may also provide advertisers with reports about the performance of their ads to help them understand how people are interacting with their content on and off Prism. For example, we provide general demographic and interest information to advertisers to help them better understand their audience. We do not share information that directly identifies you (information such as your name that by itself may be used to contact you or identifies who you are) unless you give us specific permission. You may also see branded content on Prism posted by Account holders or partners who promote their content, products or services based on a commercial relationship. 

8.2 You must, in connection with these Terms: 

(a) ensure that you and any of your Authorised Users are aware of your obligations under all applicable Privacy Laws; 

(b) at all times comply with your obligations under applicable Privacy Laws; and (c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time. 

8.3 Our Privacy Policy explains more about how we collect, use and share information across Prism, its Related Bodies Corporate and its affiliates. It sets out how we share data with GVS for the purpose of performance management, analytics, bug fixes and general improvements, enhancements and modifications of Prism. It also explains the many ways in which you can control your information, including in the Privacy Policy and account settings. We are committed to protecting your privacy and personal information. Please see our Privacy Policy https://www.prism.horse/policies/privacy for further details about our practices relating to the collection, use, disclosure and storage of your personal information. You must also agree to the Privacy Policy to use Prism. 

9. How Prism must not be used 

9.1 You will not: 

(a) modify the Portal or merge any aspect of the Portal or Services with another programme other than as expressly provided under this Agreement (this clause does not apply to the use of integration APIs expressly authorised by us or provided by us through the Portal); 

(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Portal, the source code of the Portal or any documents, manuals or setup instructions provided with the Portal; 

(c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Portal, including any Account information or data obtained from us or our Services; 

(d) engage in unlawful behaviour, including unauthorised access to or use of data, Services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; 

(e) access, store, distribute or transmit: 

(i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Portal;

(ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party; 

(iii) material that facilitates illegal activity; or 

(iv) material that abuses or causes damage or injury to any person or property; (f) provide Portal login details or passwords, or otherwise provide access to the Portal, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Portal; 

(g) share any features of the Portal that are not publicly available with any unauthorised third party; and 

(h) engage in any conduct on the Portal that is in breach of this Agreement (or any agreements mentioned therein). 

9.2 All rights granted to you under this Agreement must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Portal. 

9.3 Any breach of this clause 9 constitutes a breach of this Portal and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Portal, and/or take further actions against you for breach of this Agreement. 

9.4 You are entitled to appeal any decision made pursuant to 9.3Error! Reference source not found. b y contacting us at https://www.prism.horse/contact 

9.5 Any unique customisation of the Portal may incur additional Fees and may be subject to separate terms and conditions. You can find more information regarding unique customisation by contacting us at https://help.prism.horse/portal/en/kb or [email protected] 

9.6 You acknowledge that our ability to be able to provide access to the Portal and supply the Services without delay or interruption is dependent on your full and timely cooperation. You will: 

(a) co-operate with and assist us in the supply of the Services; 

(b) promptly provide us with full and accurate information, data and explanations as and when required; 

(c) comply with all Applicable Laws, regulations and industry standards with respect to your activities and obligations under these Terms; 

(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and 

(e) comply with all reasonable directions and guidelines from us as advised from time to time. 

9.7 You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Services, including any API integrated services to you. You can find a full list of third-party integrations available through the Portal at https://www.prism.horse/v1/manuals , which list may be updated from time to time. 

9.8 It is your responsibility to ensure that any written communications we send to you contains the correct information in relation to your business and that you notify us of any changes to this information.

9.9 You agree and acknowledge that you are authorised to use the Portal; the Site; or App and access the User Data (as applicable) that you may enter into, or connect with, the Portal; the Site; or App, from time-to-time. 

9.10 Providing safe and open services for a broad community requires that we all contribute to a safe and enjoyable community environment. To be eligible to access the Portal and use the Services, you must not: 

(a) Engage in abusive, trolling or bullying behaviour. 

(b) Spam or solicit other users unless otherwise in accordance with the advertising features provided within the Portal. 

(c) Impersonate others or provide inaccurate information. 

(d) Do anything unlawful, misleading or fraudulent or for an illegal or unauthorised purpose. (e) Violate (or help or encourage others to violate) these Terms, the Agreement or our policies. (f) Do anything to interfere with or impair the intended operation of the Portal or the Services. 

This includes misusing any reporting, dispute or appeals channel, such as by making fraudulent or groundless reports or appeals. 

(g) Attempt to create Accounts or access, collect, post or share information in unauthorised ways. This includes creating Accounts or collecting information in an automated way or via the use of bots without our express permission. 

(h) Solicit, collect or use login credentials of other users; or request or collect Prism usernames, passwords or misappropriate access tokens. 

(i) Post someone else's private or confidential information without permission or do anything that violates someone else's rights, including intellectual property rights (e.g. copyright infringement, trademark infringement, counterfeit or pirated goods), provided that you may use someone else's works under exceptions or limitations to copyright and related rights under any Applicable Law and you represent that you own or have obtained all necessary rights to the content you post or share. 

(j) Repurpose any Prism original content or the content of third-party partners without our or their express permission. 

(k) Use a domain name or URL in your username without our prior written consent. 

10. Permissions you give to us and IP 

10.1 As part of the Agreement, you give us the permissions we require to enable us to provide the Services. 

10.2 All rights, title or interest in and to Prism and any information or technology that may be provided to, or accessed by, you in connection with your use of the Portal and Services is owned, and will remain owned, by us or our licensors ("Provider IP"). Using the Portal and Services does not transfer any ownership or rights, title or interest in and to the Provider IP. 

10.3 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Portal and Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the "Developed IP"). 

10.4 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Portal and/or the Provider IP.

10.5 We do not claim ownership of your user generated content, but you grant us a licence to use it. Acceptance of the Terms does not alter your rights to your content. We do not claim ownership of the content that you import, post on or through the Portal or the Services and you are free to share your content with anyone else, wherever you choose (“User Data”). However, we need certain legal permissions from you (known as a "licence") to provide the Services. When you share, post or upload content that is covered by intellectual property rights (such as photos or videos) on or in connection with the Portal or our Services, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your content and User Data. You agree that we may collect and analyse your User Data in order to improve, upgrade, modify or otherwise support the operation of the Portal. This licence will end when your content or User Data is deleted from our systems. You can delete content or User Data individually or all at once by deleting your Account. 

10.6 If you enable an API third-party application in conjunction with the Portal and Services, you agree that your User Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your User Data and we will not be held responsible for the disclosure, modification or deletions of the User Data by such third-party applications. 

10.7 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from the Site or any other online materials owned by us. 

10.8 You agree that we can download and install updates to the Services on your device. 10.9 Additional IP rights we retain 

(a) If you use content covered by Intellectual Property Rights (including all rights, whether registered or unregistered, in the Intellectual Property) that we have and make available on the Portal or in our Services including any enhancements, improvements and modifications to such Intellectual Property Rights (for example, images, designs, videos, or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours). 

(b) You must only use our Intellectual Property (including all copyright, trade marks, domain names, designs and confidential information) as expressly permitted by us with our prior written permission. 

(c) You must obtain written permission from us to modify, create derivative works of, decompile or otherwise attempt to extract source code from us. 

10.10 Content removal and disabling or terminating your Account 

(a) We may, at our discretion, remove any User Data or other content or information that you share on the Portal or the Services if we believe that it violates these Terms, the Agreement, our policies or we are permitted or required to do so by law. We may refuse to provide or stop providing all or part of the Services to you (including terminating, disabling or deleting your Account) immediately to protect our community or services, or if you create risk or legal exposure for us, violate these Terms, the Agreement, or our policies, if you repeatedly infringe 

other people's intellectual property rights, or where we are permitted or required to do so by law. 

(b) We may also terminate or change the Services, remove or block your User Data or other content or information shared on the Portal or our Services or stop providing all or part of the Services if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts on us. If we take action to disable, terminate or delete your Account, we will notify you where appropriate. If you believe that your Account has been terminated, disabled or deleted in error, or you want to disable or permanently delete your Account, you may contact us at [email protected]. 

(c) User Data or any other content that is deleted may persist for a limited period of time in backup copies and may still be visible to others on the Portal or our Services. This clause 10.10, and clause 11 "Our Agreement and what happens if we disagree", will still apply even after your Account is terminated, disabled or deleted. 

11. Our Agreement and what happens if we disagree 

11.1 Your use of the Services is also subject to our video and audio guidelines as follows: 

(a) You are responsible for your User Data and the content you post. 

(b) Users may view and engage with content provided by you and third-party providers. Should you upload or engage with content on the Portal, you remain solely responsible for the content that you post, including any audio that features in that content. Nothing in these Terms constitutes any authorisation by us with respect to any use of audio on the Portal. 

(c) Use audio for commercial or non-personal purposes in particular is prohibited unless you have obtained the appropriate licenses. 

(d) Unauthorised content may be removed. 

(e) If you post content that contains audio owned by someone else, your content may be blocked, or may be reviewed by the applicable rights owner and removed if your use of that audio is not properly authorised. 

11.2 If you use certain Prism features and integrated API or related services, additional terms may be applicable and may be incorporated into this Agreement. If there are any inconsistencies between those terms and the Terms, those other terms will govern to the extent of those inconsistencies. 

11.3 If any aspect of this Agreement is deemed void, illegal or unenforceable it will not affect the validity, legality or enforceability of the balance or remainder of the Agreement. 

11.4 Any waiver to our Agreement must be in writing and signed by us. If we fail to enforce any aspect of this Agreement, it will not be deemed a waiver from us. 

11.5 We reserve all rights not expressly granted to you under these Terms. 12. Who has rights under this Agreement 

12.1 This Agreement does not give rights to any third-parties. 

12.2 You cannot transfer, assign, charge, sub-contract, licence or deal in any other many with all or any of your rights or obligations under this Agreement without our prior written consent. 

12.3 Our rights and obligations may be assigned in our sole discretion.

13. Who is responsible if something happens 

13.1 You warrant and represent to us that: 

(a) all information and User Data provided is true, complete and accurate and is not misleading in any way; 

(b) your access to, or use of, the Portal and the Services is not unlawful or prohibited by any Applicable Laws; 

(c) you or your organisation have obtained all necessary consents and that you are authorised to access and use the Portal and the Services and you will not share the Services with any third party who is prohibited whether by any Applicable Laws or otherwise fromthe Portal; and 

(d) you understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. 

13.2 We will use reasonable endeavours to provide constant, uninterrupted access tothe Portal , but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Portal or the Services. 

13.3 Our Services are provided “as is”, and we cannot guarantee that they will be safe and secure or will work perfectly all the time. To the extent permitted by law, we also disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. 

13.4 We also do not control what people and others do or say, and we are not responsible for their (or your) actions or conduct (whether online or offline) or content (including unlawful or objectionable content). 

13.5 We are not responsible for any services or features offered by third-parties, other people or other companies, even if you access them through the Portal; API integration; or our Services. 

13.6 Our responsibility or liability for anything that happens on the Portal or as a consequence of your use of the Services (also called “liability”) is limited to the fullest extent permissible by law. Our total liability relating to the Agreement and arising out of your use of the Services shall be limited to the total amount paid by the User under this Agreement in the 12 months prior to the first event giving rise to the liability. If there is an issue with our Services, we cannot know what all the possible impacts might be. You acknowledge and agree that we will not be liable to you or any third party for any lost profits, revenues, information or data, or consequential, special,direct, indirect, exemplary, punitive or incidental damages arising out of or related to the Portal, these Terms, or the Agreement, even if we know that they are possible. This includes if we delete your User Data, content, or information, or if we terminate, disable or delete your Account. 

14. Indemnity 

14.1 You agree to indemnify and hold us, our Related Bodies Corporate, our affiliates, and our officers, directors, employees and contractors (collectively, the "Indemnified Parties") harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, 

expenses and costs that may be brought against the Indemnified Parties or which the Indemnified Parties must pay, sustain or incur as a direct or indirect result of or arising out of: 

(a) breach by you of any of your obligations under these Terms or the Agreement; (b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms or the Agreement; (c) breach of any third party's Intellectual Property rights; or 

(d) breach by you of any Applicable Law (including Privacy Laws). 

15. How we will handle disputes 

15.1 Unless otherwise required by law, you agree that the claim must be resolved exclusively in Victoria, Australia, that you submit to the jurisdiction of these courts for the purpose of litigating any such claim, and that the laws of Victoria, Australia will govern these Terms, the Agreement and any claim, without regard to conflict of law provisions. 

15.2 Without prejudice to the foregoing, you agree that, in its sole discretion, Prism may at our discretion also bring any claim that we have against you related to efforts to abuse, interfere or engage with the Portal, our Services and products in unauthorised ways in Victoria, Australia, or in the country in which you reside that has jurisdiction over the claim. 

16.Termination 

16.1 You may terminate this Agreement immediately by deletion of your Account. You must pay any Fees that are outstanding or due and payable in connection with this Agreement. 

16.2 We may immediately suspend, disable, terminate or delete your Account if you breach this Agreement including any of our policies. 

16.3 We may at our discretion terminate this Agreement and delete your Account for any reason on 30 days’ notice to you. 

16.4 We may terminate this Agreement and delete your Account immediately by providing written notice to you if you: 

(a) breach this agreement and the breach is not capable of remedy; 

(b) you become insolvent, bankrupt or enter into liquidation; or 

(c) you engage in any fraudulent, wilful, reckless or malicious conduct or fail to comply with any of our policies that we publish from time to time or any laws applicable to your use of the Portal. 

16.5 A notice of termination of this Agreement can be given by any means including by SMS or email. 17.Consequences of termination 

17.1 If your Account is terminated for any reason, your profile, posts and everything else you’ve added will be permanently deleted. Please be aware that it may take us up to 90 days to delete your User Data and the relevant content. 

17.2 Your User Data or other content may not be deleted within 90 days of the Account deletion the following situations:

(a) where deletion within 90 days is not possible due to technical limitations of our systems, in which case, we will complete the deletion as soon as technically feasible; 

(b) where immediate deletion would restrict our ability to: 

(i) investigate or identify illegal activity or breaches of our Terms, the Agreement and policies; 

(ii) protect the safety, integrity and security of our Services, our employees and our users, and to defend us; or 

(iii) comply with legal obligations; or 

(iv) comply with a request of a judicial or administrative authority, law enforcement or a government agency. 

18.Unsolicited material 

We may use feedback or other suggestions provided by you without any restrictions or obligation to compensate you for them. Further, we are under no obligation to keep such feedback or suggestions confidential. 

19.Updating these Terms 

19.1 From time to time, we may change our Services, Terms, the Agreement and/or policies. To ensure the most up to date versions of our Services, Terms, the Agreement and policies are accurately reflected, we may need to make consequential changes to these Terms from time to time. 

19.2 Unless otherwise required by law, you acknowledge and agree that we may amend this Agreement by posting an updated version of the Agreement to the Portal, Site and App. Such amendments will be binding on you at the time the updated Agreement is posted or such other time notified to you by us. If any amendment to this Agreement detrimentally affects your rights or obligations, we will provide you with written notice before such amendments are to take effect. If you do not agree to any detrimental amendment to this Agreement, you may terminate this Agreement immediately by providing written notice to us upon receipt of which your Account will promptly be rendered inaccessible. If you continue to use the Portal and/or the Services after receipg of such written notice then this will be deemed to be acceptance of the amendment. You may not amend the Agreement unless otherwise agreed by us in writing and signed by us. 

20. Invalid terms 

If any term or provision of this Agreement is held by a court to be void, illegal or unenforceable under the applicable law that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected. 

21. Consumer law rights 

This Agreement does not modify, restrict or exclude any additional rights you may have under additional laws whether in the country in which you are accessing the Services or under the Australian Consumer Law that cannot be so modified, excluded or restricted. 

22. Support Services

22.1 We may, at our absolute discretion, provide you support in relation to your use of the the Portal. 

You may access help documents to diagnose any issues that you are facing here. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at [email protected]. 

22.2 We will endeavour to provide support on Business Days, however this cannot be guaranteed.

23. Situations or events outside our reasonable control 

There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Portal or the Services as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing access to the Portal or supply the Services. We provide updates on our status page via the Portal, Site and App.