1. These terms

1.1 These Terms of Use (Terms) govern access to, and use of, the Prism Connect application programming interface (API) provided by Prism Pay Pty Ltd ACN 167 545 600 (Prism, we, us).

1.2 By requesting Credentials, connecting to the API, or using any data obtained through it, you (you, the Developer) accept these Terms solely to operate the Integration for the declared purpose set out in your Integration Declaration under clause 3.5. If you accept on behalf of an organisation, you warrant that you are authorised to bind it.

1.3 These Terms apply in addition to the Prism platform subscription terms that apply to you as a Prism customer. Where a signed Order Form is inconsistent with these Terms, the Order Form prevails to the extent of the inconsistency.

2. Definitions

Connected Customer — a Prism customer whose authorisation for you to access its Customer Data has been recorded and enabled by Prism.

Credentials — API keys, tokens, secrets, certificates and any other means of authenticating to the API.

Customer Data — data entered into, generated by or held in the Prism platform by or on behalf of a Prism customer, including horse, ownership, health, task, racing, media and financial records.

Derived Data — any data, dataset, model, index, benchmark, rating, insight or output created wholly or partly from Customer Data or Prism Data, whether or not aggregated, anonymised or otherwise transformed.

Documentation — the technical documentation, specifications and policies published in the Developer Hub, as updated from time to time.

Integration — the system, product or use described in your Integration Declaration under clause 3.5.

Modules — the discrete data modules listed in the Documentation that may be enabled for a connection, each being read-only or read and write.

Order Form — the subscription or order document recording the Modules enabled, the horse bracket and the fee.

Platform Partner — a Developer that accesses Customer Data belonging to Connected Customers, rather than or in addition to its own.

Prism Data — the API, Documentation, data models, schemas, workflows, configurations, analytics and platform materials of Prism. It does not include Customer Data.

Racing Data — race entry, field, form and result data made available through the RACE Module, which Prism licenses from a third-party supplier on terms that restrict onward supply.

3. Access

3.1 Enabled Modules only. Prism grants access only to the Modules recorded in the Order Form. You must not access, or attempt to access, any Module, endpoint, field, record or environment that has not been enabled for you.

3.2 Authorisation. You may access Customer Data only where the Prism customer that owns it has authorised that access and Prism has enabled it. Authorisations are recorded and enabled by Prism. Access takes effect only when Prism enables the connection, and ends when Prism removes it. A Platform Partner must identify each proposed Connected Customer to Prism, and Prism enables each connection individually. Enablement controls access; it does not of itself determine the fee, which is set under clause 11.

3.3 Write access, review and audit. Modules that write to the Prism platform are enabled at Prism’s discretion. Prism reserves the right to conduct a security review before enabling write access, and to conduct security reviews and audits of your systems, controls, logs and use of any write-enabled Module at any time during the term. You must cooperate with any such review and provide the information and access Prism reasonably requires. Prism may suspend write access pending the outcome of a review.

3.4 Credentials. Credentials are issued to you and are personal to you. You must keep them secure; must not share, sell, publish or transfer them; must not embed them in client-side or distributable code; and must notify Prism within [24] hours of becoming aware or suspecting that they have been compromised. You are responsible for all activity carried out using your Credentials.

3.5 Integration Declaration. Before connecting, you must describe to Prism the Integration, the Modules required, and the purpose for which the data will be used. You must not use the API for a materially different purpose without Prism’s prior written approval.

3.6 Audit. Prism may audit your use of the API and your compliance with these Terms at any time, including by inspecting request logs, access records and the systems into which data is delivered. Prism may also engage an independent auditor, bound by confidentiality, to do so.

4. Licence

4.1 Subject to these Terms and to payment of the fees, Prism grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence, for the term, to access the enabled Modules and to use the data obtained solely to operate the Integration for the Connected Customer recorded in the Order Form.

4.2 All rights not expressly granted are reserved to Prism.

5. Acceptable use

You must not, and must not permit any other person to:

(a) access or attempt to access data outside your enabled Modules or your Connected Customers;

(b) circumvent, disable or interfere with any rate limit, quota, throttle, authentication, logging or audit control;

(c) probe, scan or test the vulnerability of the API or any Prism system, or conduct penetration testing, without Prism’s prior written approval;

(d) extract data at a volume, frequency or pattern inconsistent with the Integration, including bulk extraction, mirroring, warehousing or systematic harvesting of Customer Data;

(e) reverse engineer, decompile or attempt to derive the source code, structure or underlying models of the API or the Prism platform, except to the extent that right cannot lawfully be excluded;

(f) use the API or any data obtained through it to train, fine-tune, evaluate or improve any machine learning or artificial intelligence model, or to create any Derived Data. This is prohibited unless Prism has given prior written approval, which Prism may grant, withhold or make conditional in its absolute discretion;

(g) publish any benchmark, performance test, audit or comparative analysis of the API without Prism’s prior written approval;

(h) use the API, or anything obtained through it, to build, support or operate a product or service that competes with the Prism platform;

(i) introduce malicious code, or use the API in a way that impairs, overloads or degrades the API or the Prism platform for other users;

(j) represent the Integration as a Prism product, or use Prism’s name, logo or marks except as permitted in writing; or

(k) use the API in breach of any law, or of any racing, breeding or industry rule applicable to the data (see also clause 9).

6. Fair use

6.1 The fee is a single monthly amount covering every Module, set by horse bracket. Because the fee does not vary with how much you call the API, it assumes usage consistent with the Integration you declared. Your use must remain consistent with it.

6.2 Prism does not publish fixed request ceilings. What constitutes reasonable use depends on the Module, the Integration, the size of the operation and platform conditions at the time. Prism may determine whether use is excessive having regard to request volume, frequency, concurrency, payload size, the effect on platform performance and other users, and whether the pattern of use is consistent with the declared Integration.

6.3 Where Prism determines that your use is excessive, Prism may:

(a) throttle, queue or limit your requests;

(b) require you to change your integration pattern, including by using webhooks rather than polling and by caching responses appropriately;

(c) require you to move to a higher horse bracket;

(d) require the parties to negotiate revised commercial terms, failing which Prism may terminate under clause 13; or

(e) suspend or restrict access under clause 13.

6.4 Prism may, but is not obliged to, publish guidance on expected usage patterns in the Developer Hub. Any such guidance is indicative only and does not limit clause 6.2 or 6.3.

6.5 Prism will act reasonably in exercising a right under clause 6.3 and will give reasons on request. Except where immediate action is required, Prism will provide the Developer with reasonable written notice (and, where practicable, at least 7 days) and an opportunity to adjust its request patterns or Integration before exercising a right under clause 6.3(c), 6.3(d), or 6.3(e). Nothing in this clause requires Prism to give advance notice where the use is degrading the platform or presents a security risk.

7. Commercialisation and non-circumvention

7.1 No onward supply. You must not sell, resell, licence, sublicense, syndicate, redistribute, publish or otherwise make available Customer Data, Prism Data, Derived Data or API access to any third party, whether or not for payment. This is an outright prohibition. It does not apply only where Prism has given prior written approval, which Prism may grant, withhold or make conditional in its absolute discretion, and which is ordinarily given only under a Platform Partner arrangement signed by Prism.

7.2 Platform Partners. A Platform Partner may make Customer Data available only to the Connected Customer from whose operation that data originates, only for the declared Integration, and only while that Connected Customer’s authorisation and the associated fees remain current. Connecting to or serving an undeclared client is a material breach.

7.3 Derived Data. You must not create, licence, publish or commercialise any Derived Data product — including any dataset, index, benchmark, rating, score, model or analytics service built wholly or partly on Customer Data or Prism Data — whether or not aggregated or anonymised. This is an outright prohibition, and applies only where Prism has given prior written approval, which Prism may grant, withhold or make conditional (including as to commercial terms) in its absolute discretion.

7.4 Non-circumvention. You must not use Customer Data, Prism Data or any customer information obtained through the API to market to, solicit, or contract directly with Prism’s owners, trainers, syndicators or other customers, or otherwise to bypass Prism, without Prism’s prior written approval. You must not use the API to build a competing user base, customer relationship or billing rail off the Prism network.

7.5 Racing Data. Racing Data is licensed to Prism by a third-party supplier on terms that restrict onward supply and reserve all intellectual property rights to the supplier. Racing Data may be accessed only through the API, and only for dynamic rendering within the secure user interface of the Connected Customer to which it relates for its internal operational purposes. You must not redistribute, republish, resell, sub-licence, cache persistently, warehouse, index, build persistent databases or long-term data stores of, or expose via any secondary application programming interface, or make Racing Data available to any other person, and must not retain it beyond what the Integration operationally requires for immediate execution. Prism may restrict, vary or withdraw the RACE Module at any time, upon notice (or immediately if required by its third-party supplier), to comply with its supplier arrangements. Your use is subject to any supplier terms Prism notifies to you.

7.6 Survival. Clause 7 survives termination of these Terms for five (5) years.

8. Customer data, privacy and security

8.1 Ownership. Customer Data belongs to the Prism customer. Prism holds it on that customer’s behalf. Nothing in these Terms transfers ownership of Customer Data to you.

8.2 Your obligations. You must handle Customer Data in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (and any equivalent law that applies to you), only for the declared Integration, and only to the extent the Integration requires. You must honour any do-not-contact, consent or purpose restriction that Prism or a Connected Customer notifies to you.

8.3 Minimisation. You must not retain Customer Data longer than the Integration requires, and must not maintain a standing copy of a Connected Customer’s records except as needed to operate the Integration.

8.4 Security. You must maintain security controls appropriate to the sensitivity of the data, including encryption in transit and at rest, access control, and logging.

8.5 Incidents. You must notify Prism in writing within [24] hours of becoming aware of, or suspecting an or suspected unauthorised access to, or loss, disclosure or misuse of, Customer Data or Credential (a Security Incident), and must cooperate with Prism’s response, including any eligible data breach assessment or regulatory inquiry. When notifying affected users, regulatory authorities, or any third party regarding a Security Incident, you must not mention, reference, or name Prism, the API, or Prism's platform without Prism's prior written approval, except to the extent strictly required by applicable law.

8.6 Confidentiality. Each party must keep the other’s non-public information confidential and use it only for the purposes of these Terms.

8.7 On termination. You must immediately cease using the API and, within 30 days, delete or destroy all Customer Data, Prism Data, Derived Data, customer mappings and copies held outside the Prism platform, and certify that deletion in writing, except to the extent retention is required by law.

9. Racing integrity and inside information

9.1 Nature of the data. You acknowledge that Customer Data may include information that is not in the public domain and that is capable of affecting the outcome of, or the market on, a race — including trackwork records, veterinary and treatment notes, temperature, weight and feed observations, scope, x-ray, trot-up and blood profile results, race plans, transport movements and location status. Prism treats that information as sensitive and requires you to do the same.

9.2 No wagering use. You must not use Customer Data, Prism Data, Racing Data or any information derived from them:

(a) to place, lay or otherwise transact any bet or wager, in any jurisdiction;

(b) to inform, assist or advise any person in placing, laying or transacting a bet or wager;

(c) to compile, publish or supply any tip, rating, market, price, model or selection service, whether or not for payment; or

(d) for any other wagering-related purpose,

in each case unless Prism has given prior written approval, which Prism may withhold in its absolute discretion.

9.3 Scope. Clause 9.2 does not restrict a Developer’s use of Customer Data originating from its own operation, where that use complies with the rules of racing. It applies in full to Customer Data originating from any other Connected Customer.

9.4 Your personnel. You must ensure that your officers, employees, contractors, agents and any person to whom you give access observe clause 9.2. You must restrict access to Customer Data within your organisation to those who need it for the Integration, keep a record of who holds that access, and provide that record to Prism on request.

9.5 No onward disclosure. You must not disclose Customer Data to any wagering service provider, bookmaker, betting exchange, tipping service, racing media outlet or data aggregator, except with Prism’s prior written approval.

9.6 Rules of racing. You must comply with the rules of racing and any direction of the relevant Principal Racing Authority, Racing Australia, Harness Racing Australia or equivalent body that applies to information of this kind, including any rule concerning inside information. You must not do anything that would place a Connected Customer in breach of those rules.

9.7 Notification. You must notify Prism immediately in writing if you become aware of or suspect any actual or suspected use or disclosure of Customer Data contrary to this clause. Prism may notify the relevant Principal Racing Authority (or equivalent regulatory body), the affected Connected Customer and any affected participant, and may give them access logs, IP records, request payloads, credentials, and audit records. You unconditionally consent to that disclosure and release Prism from any liability arising from such disclosure.

9.8 Consequences. A breach of this clause is a material breach. Prism may suspend or terminate immediately under clause 13, with no cure period. Clause 15.3 (unlimited liability) and clause 15.4 (indemnity) apply.

9.9 Survival. This clause survives termination for five (5) years.

10. Intellectual property

10.1 Prism owns and retains all intellectual property rights in the Prism platform, the API, the Documentation, and its data models, schemas, workflows, configurations, integrations and analytics.

10.2 You retain ownership of your own systems and of data you independently source. You grant Prism a non-exclusive licence to use data you write into the platform for the purpose of operating the platform for the relevant customer.

10.3 You grant Prism a perpetual, royalty-free licence to use feedback and suggestions you provide about the API, without obligation to you.

10.4 Nothing in these Terms restricts or prevents PRISM from independently creating, acquiring, developing, or marketing products, features, or services that are competitive with, or similar to, the Developer’s Integration, software, or business operations

11. Fees

11.1 One fee, all Modules. The fee is a single monthly amount covering every Module enabled for you. There is no per-Module or add-on pricing. The fee is set by horse bracket and is recorded in the Order Form. Fees are payable monthly in advance and are exclusive of GST.

11.2 Bracket. Your bracket is determined by the number of horses to which you have access through the API, whether those horses are your own, or are reached through connections Prism has enabled for you. The same fee scale applies to every Developer, including a Platform Partner that holds no horses of its own.

11.3 No set-up fee. There is no set-up or onboarding fee. Connection is self-serve. Where you ask Prism for implementation, integration, migration or other assistance, the fee for that work will be agreed in writing before it begins.

11.4 Variation. Prism may vary the fee or the bracket scale on 60 days’ notice, effective from the next billing period. If you do not accept a variation you may terminate under clause 13.3 before it takes effect.

11.5 Bracket changes. If the number of horses you can reach through the API moves you into a different bracket, whether because your own numbers change or because connections are added or removed, the fee adjusts from the next billing period. Prism may verify your bracket at any time under clause 3.6.

11.6 Non-payment. Prism may suspend access where an undisputed invoice is more than 30 days overdue.

12. Availability, support and changes

12.1 No service levels. The API is provided without any service level commitment. Prism gives no guarantee or warranty as to availability, uptime, latency, throughput, continuity or error rate, and is not liable for any unavailability or degradation.

12.2 Support follows data origin. Prism supports the API and the data that originates in the Prism platform. You are responsible for supporting your own systems, your own users, and any data that originates outside Prism.

12.3 Changes. Prism may add, change, restrict, deprecate or withdraw any Module, endpoint, field, schema, feature or the API as a whole. Where a change will materially alter, degrade or break backwards compatibility (a Breaking Change), Prism will use commercially reasonable endeavours to provide advance notice. Prism may make non-breaking changes, or changes reasonably required for security, platform integrity, or legal compliance, at any time without prior notice. You are responsible for monitoring the Documentation and for building your Integration to tolerate change.

12.4 Maintenance. Prism may carry out maintenance at any time. Prism will give notice where practicable but is not obliged to.

13. Suspension and termination

13.1 Suspension. Prism may suspend or restrict your access, in whole or in part, at any time and with immediate effect, where in Prism’s reasonable opinion: there is or may be a security risk or a compromise of Credentials; you are in breach of these Terms; your use is excessive under clause 6; there is a risk to the platform, to Customer Data or to another customer; a Connected Customer’s authorisation is withdrawn or lapses; fees are overdue; or Prism is required to act by law or by a third-party supplier.

13.2 Immediate termination. Prism may terminate these Terms and your access immediately by notice where any ground in clause 13.1 applies, or where you breach clause 5, 7, 8 or 9, or where required by law or to protect the security or integrity of the platform. For any other non-material breach of these Terms, Prism may terminate by notice if you fail to remedy the breach within 14 days of being notified in writing. No cure period applies to a breach of clauses 13.1, 5, 7, 8 or 9.

13.3 Convenience. Either party may terminate for convenience on 30 days’ written notice.

13.4 Insolvency. Either party may terminate immediately on the other party’s insolvency.

13.5 Effect. On suspension or termination, Credentials are revoked, clause 8.7 applies, fees accrued to the date of termination remain payable and are not refundable, and:

(a) clauses 7 and 9 survive for the period specified in clauses 7.6 and 9.9 respectively; and

(b) clauses 5, 8 (subject to clause 8.7), 10, 14, 15 and 16 survive indefinitely.

14. Warranties and disclaimers

14.1 Each party warrants that it has authority to enter into these Terms.

14.2 To the extent permitted by law, and other than as expressly stated, the API and Documentation are provided “as is” and “as available”. Prism excludes all implied warranties, including as to accuracy, completeness, currency, fitness for purpose, continuity and uninterrupted availability. Racing Data is supplied to Prism by a third party and Prism gives no warranty as to it.

14.3 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded or restricted. Where the Australian Consumer Law applies and Prism is permitted to limit its liability for breach of a non-excludable consumer guarantee, Prism’s liability is limited to resupplying the service or paying the cost of having the service resupplied.

14.4 You are responsible for the data you write into the Prism platform and for the consequences of a Connected Customer relying on it.

15. Liability and indemnity

15.1 Subject to clauses 15.3 and 15.4, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, data or anticipated savings.

15.2 Subject to clauses 14.3, 15.3 and 15.4, each party’s total aggregate liability under these Terms is capped at the fees paid or payable by you in the 12 months before the event giving rise to the claim.

15.3 Unlimited liability. The exclusions and cap in clauses 15.1 and 15.2 do not apply to:

(a) either party’s liability arising from fraud, wilful misconduct, or infringement of the other party’s intellectual property rights;

(b) a breach of confidentiality under clause 8.6;

(c) Developer’s liability arising from a material or intentional breach of clause 5 (acceptable use), clause 7 (commercialisation and non-circumvention), clause 8 (customer data) or clause 9 (racing integrity). The parties acknowledge that the remedies in this clause 15.3 are reasonably necessary to protect PRISM's legitimate business interests, platform security, and regulatory integrity obligations.

15.4 Indemnity. You indemnify Prism, on an unlimited basis and without regard to clauses 15.1 and 15.2, against all loss, damage, cost, expense (including legal costs on a full indemnity basis) and liability arising from your breach of clause 5, 7, 8 or 9, from your Integration, or from a third-party claim relating to your use of Customer Data or Racing Data.

15.5 Injunctive relief. You acknowledge that damages alone may not be an adequate remedy for a breach of clause 5, 7, 8 or 9. Prism is entitled to seek urgent injunctive and other equitable relief without proving damage and without being required to give an undertaking as to damages, in addition to any other remedy.

15.6 Account of profits. Where you breach clause 7, Prism may elect to recover, in addition to damages, an account of the profits, revenue or other benefit you derived from the breach. That right is not limited by clause 15.2.

15.7 Survival. Clauses 15.3 to 15.6 survive termination and are not limited by the survival period in clause 7.6 in respect of conduct occurring during that period.

16. General

16.1 Variation. Prism may vary these Terms by publishing an updated version in the Developer Hub. If a variation materially alters your rights or obligations, Prism will use commercially reasonable endeavours to provide advance notice before the changes take effect. Continued use of the API after publication or the expiry of the notice period (whichever is later) constitutes acceptance. If you do not accept a variation, your remedy is to stop using the API and terminate under clause 13.3 before the variation takes effect.

16.2 Assignment. You may not assign or novate without Prism’s written consent. Prism may assign to a related body corporate or in connection with a sale of its business.

16.3 Publicity. Neither party may announce the relationship or use the other’s marks without prior written approval.

16.4 Notices. Notices must be in writing and sent to the contacts recorded in the Order Form or the Developer Hub.

16.5 Entire agreement. These Terms, the Order Form and the Documentation are the entire agreement. Order of precedence: Order Form, these Terms, Documentation.

16.6 Governing law. These Terms are governed by the laws of Victria, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.