The ProgressOS Platform Terms of Use

Background

Thank you for visiting our Terms of Use (Agreement), we are Progress Collective Pty Ltd ACN 695 649 462 (we, our, us and other similar terms). We provide a platform consisting of core modules including a process module, risk module and training module, together comprising a suite of AI agents and code-based orchestration, including the Business Process Agent, Management Systems Agent, Architecture Agent, Risk Agent, Training Agent, OHS Agent, Procedure/SOP Writer Agent, O&M Agent, ISO Management System Audit Agent, multiple document review agents and other AI agents or modules as may be made available by us from time to time, collectively known as the ProgressOS Platform (The ProgressOS Platform).

This Agreement outlines the terms and conditions associated with your use of The ProgressOS Platform. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on our Website.

Generated Content and AI Disclaimer

The ProgressOS Platform is a platform that facilitates the generation of business process documentation and management system artefacts using Language Models. It does not verify, validate or endorse any Generated Content produced through it. All Generated Content is prepared for informational and drafting-assistance purposes only and does not constitute professional, legal, compliance, financial, safety or regulatory advice.

You acknowledge and agree that the use of any Language Models within The ProgressOS Platform, carries a statistical degree of uncertainty and its capability is limited to and reflective of the training data. Language Models do not fully grasp contextual nuances or derive information from authoritative and verified sources. As such, the production of Hallucinations is common in results derived from Language Models and therefore, Generated Content may be incomplete, inconsistent, or factually incorrect.

You are solely responsible for independently verifying the accuracy, completeness and appropriateness of all Generated Content before it is used, relied upon, implemented or shared with any person. We make no representation that Generated Content complies with any applicable law, standard or regulatory framework. To the maximum extent permitted at law, we are not liable for any decisions or actions taken in reliance on Generated Content, and such reliance is entirely at your own risk.

Agreement

Accepting this Agreement

By creating an Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using The ProgressOS Platform.

You must not use The ProgressOS Platform if you are not able to form legally binding contracts. If you create an Account on behalf of your employer or any other entity, you represent and warrant that you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 20.1. They aid to clarify the terms and conditions.

Please feel free to email us at support@theprogresscollective.com if you have any questions.

Term

This Agreement will commence when you create an Account for The ProgressOS Platform and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 18.

If this Agreement is not terminated in accordance with clause 18, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

Licence

We grant you a non-transferable, non-exclusive and revocable licence to access The ProgressOS Platform for the Subscription Period, subject to any Usage Restrictions and conditional upon your compliance with the terms and conditions of this Agreement.

The features available to you are determined by the inclusions and Usage Restrictions as set out in the subscription which you choose at the time of signing up. You acknowledge and agree that if you exceed the Usage Restrictions or wish to make use of alternative or new features of The ProgressOS Platform, you may be required to upgrade your subscription or pay additional fees.

Payment

Unless stated otherwise, any:

• Subscription Fees and applicable GST must be paid at the beginning of each Subscription Period; and
• Implementation Fees and applicable GST must be paid at the beginning of the first Subscription Period.

Unless expressed otherwise, all Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, duties, tariffs and charges imposed or levied in Australia, or overseas, in connection with this Agreement.

You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.

Beta Services

We may make all or some of the modules of The ProgressOS Platform available to you free of charge, solely on a demonstration or trial basis (Beta Services). Beta Services are made available to you for the purpose of evaluating the software only.

When made available, you may sign up for Beta Services through our Website.

We may revoke the use of Beta Services at any-time and without warning.

We provide the Beta Services "as is" and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.

You agree to report any bugs or issues and provide us feedback, in relation to the Beta Services.

Implementation Services

Where Implementation Services are offered and upon receipt of the Implementation Fees, we will liaise with you and create an Implementation Plan for the Implementation Services and provide the Implementation Services in accordance with such Implementation Plan.

You must ensure that you dedicate sufficient resources and co-operate with us in order to bring about a successful implementation.

Requirements for Use

Access

You acknowledge and agree that The ProgressOS Platform will only be accessible using the internet, by users with a valid Account and will not be available "locally" from your own servers or devices.

Support

Support for The ProgressOS Platform is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.

The ProgressOS Platform outages and system maintenance

If it is necessary to interrupt your use of The ProgressOS Platform, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, The ProgressOS Platform will be unavailable.

You acknowledge that access to The ProgressOS Platform may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to The ProgressOS Platform which may change the interface and manner in which it functions.

To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to access The ProgressOS Platform, whether planned or not, and any such interruptions will not constitute a breach by us of this Agreement.

Your Use of The ProgressOS Platform

Registering an Account

In order to use The ProgressOS Platform, you and where applicable, each of your authorised users are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up Account(s). You warrant that all of the information provided is accurate and complete in all respects, you will inform us by updating the Account details whenever any such information changes and you and your authorised users will not provide false or misleading information.

On multi-user account, you are solely responsible for granting and revoking access to The ProgressOS Platform for authorised users, whether via a support request to us or via manual user Account creation.

Account security

Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep The ProgressOS Platform secure and we ask you to contribute.

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via The ProgressOS Platform, whether such activities are authorised by you or not.

Lawful use of The ProgressOS Platform

You undertake not to upload, store or access any data on or use The ProgressOS Platform if such use, access or storage would infringe a person's Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia).

Conduct which is expressly prohibited

You may only acquire and make use of The ProgressOS Platform for the sole purpose of meeting your internal business needs. You must not use or include any part of The ProgressOS Platform (excluding any Generated Content) in any service bureau or fee generating service offered to third parties.

You must not:

• in any way tamper with, hinder or modify The ProgressOS Platform;
• use The ProgressOS Platform directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
• knowingly transmit any viruses or other disabling features to or via The ProgressOS Platform;
• use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from The ProgressOS Platform or our Website for any purpose including the sending of unsolicited emails, soliciting our or another user's clients or duplicating the content of The ProgressOS Platform;
• intentionally disable or circumvent any protection or disabling mechanism of The ProgressOS Platform;
• upload, submit, input to or make available any part of, or output of, The ProgressOS Platform including any Generated Content, to any artificial intelligence, machine learning or automated system (including generative AI tools), or use such material to train, fine-tune, validate, benchmark or create AI or machine learning models;
• install or store any software applications, code or scripts on or through The ProgressOS Platform;
• use The ProgressOS Platform in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of The ProgressOS Platform; or
• attempt, facilitate or assist another person to do any of the above acts.

Our Right to Suspend

We reserve the right to limit or suspend your licence to access The ProgressOS Platform if you fail to pay the Fees, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Fees.

We may also suspend your Account if we suspect a security breach associated with your Account or otherwise identify unusual activity.

Privacy

You agree and consent to us obtaining and handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

Third Party Services

Certain components or features of The ProgressOS Platform including Generated Content may interface with applications, Language Models or include tools, materials, links, data, resources, services and/or content that are provided, operated by or generated through third party service providers (Third Party Services).

You acknowledge and agree that, subject to any Non-excludable Condition, we are not liable for:

• the availability or accuracy of such Third Party Services nor the consequences which arise from such faults;
• any data, content, advertising or materials made available through such Third Party Services; or
• any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third Party Services.

Confidentiality

Confidentiality

A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.

Notwithstanding any other provision of this clause 12, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.

Each party will take all reasonable steps to ensure that its employees, agents, and any sub-contractors engaged for the purposes of the Agreement do not make public or disclose the other party's Confidential Information.

A party will not be in breach of this clause 12 in circumstances where it is legally compelled to disclose the other party's Confidential Information.

Permitted Disclosures

We may disclose information, including, but not limited to, your Personal Information or a transmission made using The ProgressOS Platform, in order to comply with a court order, subpoena, summons, discovery order, warrant, statute, regulation, governmental request, to protect our legal rights, prevent harm to persons or where such disclosure is necessary to the proper operation of The ProgressOS Platform (Permitted Disclosures).

You acknowledge and agree, we have no obligation to inform you if Permitted Disclosures are made.

User Content, Generated Content and Intellectual Property

Your User Content

If you provide us with content, including, without limitation, text, photos, images, audio, video, code and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.

When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with The ProgressOS Platform), communicate, publish, and distribute User Content for the purposes of allowing us to provide, improve (including by training Language Models), promote and protect The ProgressOS Platform. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Content.

You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within The ProgressOS Platform.

Use of our Intellectual Property

We warrant we own or have a licence to use the Intellectual Property in The ProgressOS Platform. You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

• create an adaptation or translation of, all or part of The ProgressOS Platform in any way;
• use The ProgressOS Platform in a manner which may infringe any other person's Intellectual Property;
• incorporate all or part of The ProgressOS Platform in any other webpage, site, application or other digital or non-digital format; or
• except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in The ProgressOS Platform.

Warranties

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we make no warranties or guarantees that The ProgressOS Platform or Generated Content are fault free, regarding The ProgressOS Platform's fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access (including any Generated Content) to, The ProgressOS Platform including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

Limitation of Liability

Implied conditions

The parties expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

Limitation of liability

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

• The ProgressOS Platform being temporarily inaccessible for any reason that is beyond our control;
• out of date, incorrect, corrupt, lost data, or any inputs or outputs (including Generated Content) of The ProgressOS Platform;
• computer virus, trojan and other malware in connection with The ProgressOS Platform;
• security vulnerabilities in The ProgressOS Platform or any breach of security that results in unauthorised access to, or corruption of data;
• negligence arising from our activities or that of our service providers;
• any unauthorised activity in relation to The ProgressOS Platform;
• statistical uncertainties and Hallucinations produced or otherwise associated with any Language Model;
• your failure to confirm the Generated Content or to have the Generated Content verified, confirmed against an authoritative source or professionally reviewed, before reliance;
• the occurrence of an Event of Force Majeure; or
• any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly from your infringement of any third party Intellectual Property rights or your breach of any law including, Privacy Law associated with this Agreement.

Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 17 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 17. The mediator's costs are to be shared equally.

The parties acknowledge and agree this clause 17 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

Termination

Termination by either party

Either party may terminate this Agreement by providing notice in writing to the other party, if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

Either party may terminate this Agreement by providing notice in writing to the other party prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.

We may also end this Agreement if your Account remains suspended for a period of more than 28 days.

Notwithstanding anything to the contrary, closing your Account constitutes notice in writing to us of your intention to terminate. You acknowledge and agree that if we provide notice in writing via email, then that constitutes sufficient notice in writing from us and is effective from the date the email was sent.

Actions upon termination

Upon termination you must immediately stop using The ProgressOS Platform; we reserve the right to permanently erase any data associated with your Account; you will no longer have access to your Account.

General

Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party's consent, which must not be unreasonably withheld.

Entire Agreement – This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Governing law – The laws of Queensland govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.

Notices – The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

• which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
• which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 3.2.

Relationship – Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability – Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.

Special Conditions – Special Conditions operate as terms in addition to the terms contained in this Agreement. If there is any inconsistency between any Special Conditions and any other term contained in this Agreement, the effect of the Special Conditions prevail over any inconsistent term to the extent of that inconsistency.

Variations to this Agreement – We may vary this Agreement by giving written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 18.1. The variation takes effect at the beginning of the next Subscription Period.

Definitions and Interpretation

Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account

means the username and access credentials used when you, or where applicable, your authorised users access The ProgressOS Platform.

Agreement

means these terms and conditions and any document incorporated into them by reference.

Confidential Information

means information that is by its nature confidential, including but not limited to information relating to either party's personnel, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with The ProgressOS Platform and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.

Event of Force Majeure

means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Fees

mean the Subscription Fees and Implementation Fees.

Generated Content

means any content, materials, data, information, text, images, diagrams, work instructions, policies, governance frameworks, assessments, documentation, responses or other outputs that are created, produced or made available through The ProgressOS Platform, including where generated (in whole or in part) using Language Models or other AI technologies.

Hallucination

means any false or misleading information presented by Language Models.

Implementation Fees

means the fees associated with making The ProgressOS Platform available to you and performing the Implementation Services, as agreed in writing between the parties.

Implementation Plan

means the plan developed by the parties, acting reasonably, to partake in the Implementation Services.

Implementation Services

means the services carried out during the implementation of The ProgressOS Platform, as agreed in writing between the parties.

Intellectual Property

means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Language Model

means a machine learning or other artificial intelligence system trained or trainable on data inputs, tailored to understanding and generating natural language text.

Non-excludable Condition

means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Personal Information

means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law

means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy

means the privacy policy available on our Website as amended by us from time to time.

Special Conditions

mean any special conditions applicable to and as documented in a custom Subscription Package.

Subscription Fee

means the periodic price for The ProgressOS Platform Subscription Package as set out on our Website.

Subscription Package

means either:

• the subscription package you select when you sign up to use The ProgressOS Platform through the options advertised on our Website from time to time and (if applicable) any additional Special Conditions or terms and conditions you may execute with us to access new features; or
• a custom subscription package provided to you in writing by us.

Subscription Period

means the period of time attached to the Subscription Package which you subscribe to.

Usage Restrictions

means any limits to the use of The ProgressOS Platform as set out in the Subscription Package you procured.

You or your

means the person or entity using The ProgressOS Platform.

Us, we or our

means Progress Collective Pty Ltd ACN 695 649 462.

Website

means the website located at https://app.theprogresscollective.com/ and any of its subdomains.

Interpretation

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

• a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
• any reference to a trustee includes any substituted or additional trustee;
• unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
• "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
• where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
• headings are for convenience and will not affect interpretation;
• words in the singular will be taken to include the plural and also the opposite;
• when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body;
• a reference to a party's conduct includes omissions as well as acts; and
• if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute.