1. The Services
ProPath provides a suite of cloud-based software tools for Australian businesses, including but not limited to:
- ProPath Socials — social media content scheduling, AI-assisted caption generation, and automated publishing to Meta (Instagram and Facebook) platforms.
- CDI Time — employee time and job tracking.
- ProPath Portal — subscription management and account access.
- Such other services as ProPath may offer from time to time.
Access to each product is governed by your active subscription. We reserve the right to modify, add, or remove features of any product at any time, provided we give reasonable notice of any material reduction in functionality.
2. Accounts and Registration
2.1 Eligibility. You must be at least 18 years old and have the legal authority to enter into a binding contract on behalf of yourself or the business entity you represent.
2.2 Account Security. You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at support@propath.com.au if you suspect unauthorised access to your account. We are not liable for any loss or damage arising from your failure to protect your credentials.
2.3 Accurate Information. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.
2.4 One Account per Business. Each account is for a single business entity. You may not share an account with another business or transfer your account to a third party without our written consent.
3. Subscriptions and Payment
3.1 Subscription Plans. Access to ProPath products is provided on a subscription basis. Available plans, features, and pricing are described on the relevant product page and may be updated from time to time.
3.2 Billing. Subscriptions are billed in advance on a recurring basis (weekly, monthly, six-monthly, or annual, as selected at checkout). All prices are in Australian Dollars (AUD) and are inclusive of GST unless otherwise stated.
3.3 Payment Processing. Payments are processed by Stripe. By providing payment details, you authorise ProPath to charge your nominated payment method for the applicable subscription fees on each billing date. You must ensure your payment details remain valid.
3.4 Failed Payments. If a payment fails, we will attempt to collect payment again. If payment remains outstanding after reasonable collection attempts, we may suspend or terminate your access to the Services in accordance with clause 13.
3.5 Price Changes. We will give you at least 30 days' written notice (by email) before increasing your subscription price. Continued use of the Services after a price change takes effect constitutes acceptance of the new price.
3.6 Taxes. You are responsible for any taxes, levies, or duties applicable in your jurisdiction beyond Australian GST, which is included in our pricing.
4. Cancellation and Refunds
4.1 Cancellation by You. You may cancel your subscription at any time via the ProPath customer portal or by contacting us. Cancellation takes effect at the end of the current billing period. You will retain access to the Services until that date.
4.2 No Refunds for Partial Periods. We do not provide refunds or credits for partial subscription periods, unless required by law (including the Australian Consumer Law).
4.3 Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law (Competition and Consumer Act 2010 (Cth), Schedule 2) that cannot be excluded or limited by agreement.
4.4 Cancellation by ProPath. We may cancel your subscription in accordance with clause 13 and will refund any prepaid fees on a pro-rata basis for the unused portion of your subscription period, except where cancellation is due to your breach of these Terms.
5. Acceptable Use
You agree not to use the Services to:
- Violate any applicable law, regulation, or third-party rights (including intellectual property rights and Meta's Platform Terms).
- Upload, publish, or transmit content that is defamatory, obscene, fraudulent, threatening, or harmful.
- Attempt to gain unauthorised access to our systems or other users' accounts.
- Introduce malware, viruses, or other harmful code.
- Reverse engineer, decompile, or otherwise attempt to derive the source code of the Services.
- Resell, sublicense, or otherwise commercialise the Services without our prior written consent.
- Use automated means (bots, scrapers) to access the Services in a manner that unreasonably burdens our infrastructure.
We reserve the right to investigate suspected violations and may suspend or terminate access immediately if we believe a serious violation has occurred.
6. Your Content
6.1 Ownership. You retain all ownership rights in the content you upload to the Services (images, videos, text, and other material) ("Your Content").
6.2 Licence to ProPath. By uploading Your Content, you grant ProPath a non-exclusive, royalty-free, worldwide licence to use, store, process, and publish Your Content solely for the purpose of providing the Services to you (including publishing posts to your connected social media accounts at your direction).
6.3 Your Responsibility. You are solely responsible for Your Content and for ensuring you have all necessary rights, licences, and permissions to upload and publish it, including the right to publish it on Meta platforms. You warrant that Your Content does not infringe any third-party rights.
6.4 AI-Generated Content. The Services use artificial intelligence to generate captions and other content suggestions ("AI Content"). AI Content is provided as a starting point only. You are responsible for reviewing, editing, and approving all content before publication. ProPath makes no warranty as to the accuracy, originality, or suitability of AI Content.
6.5 Retention. On termination of your subscription, we will retain Your Content for 30 days before deletion. You are responsible for downloading any content you wish to keep before that period expires.
7. Intellectual Property
7.1 ProPath IP. All rights, title, and interest in and to the Services, including all software, designs, trademarks, and documentation, are owned by or licensed to ProPath. These Terms do not grant you any rights in our intellectual property except the limited right to use the Services as described herein.
7.2 Feedback. If you provide us with suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty-free licence to use that Feedback for any purpose without obligation or compensation to you.
8. Third-Party Services
The Services integrate with third-party platforms including Meta (Facebook and Instagram), Stripe, and OpenAI. Your use of those platforms is subject to their own terms and policies. We are not responsible for the availability, accuracy, or conduct of third-party services. Any disruption to a third-party platform (including changes to Meta's API or publishing policies) may affect the delivery of the Services, and ProPath will not be liable for such disruption.
9. Privacy
Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy.
10. Service Availability
10.1 No Uptime Guarantee. We will use reasonable endeavours to make the Services available but do not guarantee uninterrupted or error-free access. Scheduled maintenance will be communicated in advance where practicable.
10.2 Modifications. We may temporarily suspend access to the Services for maintenance, upgrades, or emergency security patches. We will endeavour to minimise disruption and provide notice where practical.
11. Limitation of Liability
11.1 Disclaimer. To the maximum extent permitted by law, the Services are provided "as is" and "as available" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
11.2 Limitation. To the maximum extent permitted by law, ProPath's total liability to you for any claim arising out of or in connection with these Terms or the Services (whether in contract, tort, statute, or otherwise) is limited to the total fees you paid to ProPath in the three (3) months immediately preceding the event giving rise to the claim.
11.3 Excluded Loss. To the maximum extent permitted by law, ProPath is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business, or loss of goodwill, even if we have been advised of the possibility of such damages.
11.4 ACL. Nothing in this clause limits liability that cannot be limited under the Australian Consumer Law. Where the Australian Consumer Law applies to a supply of services, our liability (to the extent permitted by that law) is limited to re-supplying the services or paying the cost of having them re-supplied.
12. Indemnification
You agree to indemnify, defend, and hold harmless ProPath and its officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any third-party rights.
13. Termination
13.1 By You. You may cancel your subscription at any time as described in clause 4.1.
13.2 By ProPath. We may suspend or terminate your access to the Services immediately if: (a) you materially breach these Terms and fail to remedy the breach within 7 days of written notice; (b) you fail to pay any amount due; (c) you become insolvent or enter administration; or (d) we are required to do so by law.
13.3 Effect of Termination. On termination, your right to access the Services ceases immediately (or at the end of the billing period for cancellation under clause 4.1). Clauses that by their nature should survive termination — including clauses 6, 7, 11, 12, and 15 — will continue to apply.
14. Changes to These Terms
We may update these Terms from time to time. We will notify you of material changes by email to your registered address at least 14 days before the changes take effect. Continued use of the Services after that date constitutes acceptance of the updated Terms. If you do not accept the changes, you may cancel your subscription before they take effect.
15. Governing Law
These Terms are governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland for any dispute arising out of or in connection with these Terms, without prejudice to the right of either party to seek urgent injunctive or other equitable relief in any jurisdiction.
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