General Terms and Conditions

1.1Legal Authority: If you accept these GTCs on behalf of your employer or another legal entity, you represent and warrant that:

ayou have full legal authority to bind your employer or that entity to these terms; and

byou have read, understood, and agreed to these GTCs on behalf of that party.

1.2Deemed representative: You will be automatically deemed an authorised representative with the legal power to bind your employer or entity if:

ayou register for or access the Services using an email address belonging to your employer or that entity; or

byou are assigned as an Account Administrator (Admin).

1.3Where you act as an authorised representative, the term you will refer directly to your employer or that entity.

2.1Availability of Services: We reserve the right, but are not obligated, to limit our Services to any person, geographic region, or jurisdiction. We may exercise this on a case-by-case basis.

2.2Purchase of Services: You agree that any purchase of the Services is final and complete and does not depend on the delivery of any future features, functionalities, or services. Specifically, your purchase is completely independent of:

athe continuation of any Services past your current Subscription Term;

bthe ongoing availability of any third-party services; or

cany public statements or comments we make (written or oral) regarding potential future software updates, releases, or characteristics.

2.3Modification of Services: We reserve the right to withdraw or amend the products, Services and content we provide on the Site without notice.

3.1Creating an Account: To access some of the features or Services on the Site, you will need to create an account (Account). By creating an account, or otherwise expressly accepting these GTCs, you acknowledge and agree that:

athese General Terms and Conditions;

bany applicable Service Terms and Conditions; and

call applicable laws and regulations

together form a single agreement between you and the Company.

3.2Password: Your Account will be operated by an email address and password (Password). You may change or reset your Password by selecting the ‘Forgot Password’ link in the sign-up process, or inside your dashboard settings once logged into the Site.

3.3Registration Information: When creating an Account, you agree to:

aprovide accurate, complete, and current registration information;

bmaintain the confidentiality and security of your password;

caccept full responsibility for all activities occurring under your Account and password—including any third-party product integrations and associated data disclosures; and

3.4notify us immediately in writing of any unauthorised access, use, or security breach of your Account.

3.5User Verification: We may require you to provide specific information to verify your identity and secure your Account. If you lose access to an Account, or if information regarding an Account is requested, we reserve the right to demand any verification, documentation, or legal releases we deem necessary before restoring access or disclosing Account information.

4.1User Content: Users of the Site may upload or publish content (including user comments and reviews) on the Site. (User Generated Content). Any content uploaded through your account or processed on your behalf is User Content.

4.2Restrictions on User Content: You must not post any User Content that violates this Agreement or any applicable local, state, national, or international laws and regulations (Prohibited Content).

4.3Posting User Content: By posting, publishing, or processing User Content on this Site or through our Services, you warrant that you have the legal right to distribute this content, either because you created it, or because you have written permission, licenses, or consent from the copyright owner and that the content does not include any Prohibited Content and does not violate anyone else's rights.

4.4Responsibility: You are entirely responsible for all content submitted through your account, including any consequences or legal requirements that come with sharing it.

4.5Licence: You retain ownership of your User Content, but by submitting it to the Site or in using our Services, you grant us and any affiliates a worldwide, non-exclusive, royalty-free, permanent license to use, copy, distribute, modify, and display your content in connection with the operation, promotion and redistribution of our Site and Services. You also grant other users of this Site and Services a non-exclusive license to access, view, and use your public User Content through normal site functionality. This license stops once you delete your content, though we may keep secure background server backups, and any derivative works already created using your content will remain active.

4.6Third Party Content: The Site may act as a portal or conduit providing you with access to, and use of, third party content (Third Party Content).

4.7Endorsements: We do not recommend or endorse any:

aproducts or services provided from or through third party providers;

bVendors;

cAgents;

dThird Party Content; or

eUser Generated Content,

appearing on or via the Site or our social media pages, or any websites linked to the profiles of third party providers (Third Party Providers).

4.8Disclaimer: We disclaim all liability and responsibility arising from any reliance placed on such Services, products, Third Party Content and User Generated Content (and any products and services provided from or via the Third Party Content) by:

aany visitor to the Site or our social media pages, or any websites linked to the profiles of Third Party Providers; or

banyone who may be informed of any of its contents,

and we make no representations or warranties that use of any of the foregoing will not infringe intellectual property rights of any third parties.

4.9Accuracy of Content: The Third Party Providers (and their advertisers) and users of the Site are responsible for the accuracy of all representations made in any Third Party Content or User Generated Content advertised, displayed or listed on, or via, the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.

4.10Content Monitoring: We may, but are under no obligation to, monitor the Third Party Content or User Generated Content. To the extent permitted by law, we do not:

awarrant that the Products or services, Third Party Content or User Generated Content displayed, listed or offered on, or via the Site, our social media pages, or any websites linked to the profiles of Third Party Providers, are accurate, complete, reliable, current or error-free; or

bmake warranties about the standard or quality of any of the products, Services, Third Party Content or User Generated Content offered or displayed on, or via the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.

cYou agree to make your own enquiries to verify information displayed on, or via, the Site, our social media pages, or any websites linked to the profiles of Third Party Providers and to assess the suitability of the products or Services before you purchase.

4.11Assumption of Risk: You accept the risk of purchasing the products or Services advertised, displayed, or listed by a Third Party Provider or user of the Site on, or via, the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.

4.12Independent Content and Opinions: Any opinions, warranties, representations, advice, statements, products, Services, offers, Third Party Content, User Generated Content or other information, displayed, advertised, listed or made available by a Third Party Provider or users of the Site are those of the respective author, advertiser or distributor, and not us.

4.13Modification: We reserve the right to modify or remove any products, Third Party Content or User Generated Content at any time, but we are under no obligation to do so.

You must comply with our policies and guidelines as applying from time to time.

6.1Definition: The Services and Sites, along with all underlying technology, know-how, and intellectual property, belong exclusively to us or our licensee. Our proprietary property includes, but is not limited to Information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases and control features (collectively, IP Content).

6.2Ownership: We are the owner or the licensee of all intellectual property rights in the Site and Services, including the IP Content, the Third Party Content and the User Content.

6.3Use of IP Content: You must not use, copy, modify or reproduce any part of the materials or code on, or contained within, the Site or Services, or any of our social media pages, for commercial purposes without obtaining an express licence to do so from us.

6.4Downloading information: Subject to clause 6.2, you may print off copies, and download extracts, of any pages from the Site for your personal reference and you may draw the attention of others within your organisation to material posted on the Site.

6.5You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any content separately from any accompanying text.

6.6If you print off, copy or download any part of the Site or Services or any of our social media pages in breach of these GTCs:

ayour right to use the Site, Services and our social media pages will cease immediately; and

byou must, at our discretion, return or destroy any copies of the materials you have made.

7.1API use: Certain features of the Services may rely on third-party APIs. Your use of these features is subject to, and you agree to comply with, the applicable third party terms of service.

7.2Liability: We have no control over third-party APIs. We are not liable if a third-party provider changes, suspends, or terminates their API, or removes our access to it, even if it impacts the functionality of our Services.

7.3No Warranty: Any features of the Services relying on third-party APIs are provided on an 'as-is' and 'as-available' basis. We do not warrant that third-party APIs will be error-free, secure, or uninterrupted.

8.1The IP Content displayed on or via the Site, our social media pages, or any other links in relation to the products or Services contained therein are provided ’as is’ and without any guarantees, conditions or warranties as to their accuracy, completeness, timeliness, reliability, currency or fitness for purpose.

8.2Suitability: It is your responsibility to determine that the Site and Services:

ameet your needs; and

bis suitable for the purposes for which it is used.

8.3To the extent permitted by law, we, and our directors, officers, affiliates, employees, partners and representatives, exclude:

aall conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and

bany liability to you or any third person, however arising (and whether arising under statute, in tort (for negligence or otherwise)), breach of contract or otherwise, even if foreseeable) for:

iany loss of or damage to any property belonging to you or any third person, or personal injury or death to you or any third person;

iispecial, indirect or consequential loss or damage; or

iiiloss of income, revenue or profits, loss or interruption of business, loss of contracts, loss of anticipated savings, loss, damage or corruption of data, loss of use, loss or privacy, loss of goodwill, wasted management or office time, loss of opportunity or expectation loss, loss of production and for any other loss or damage of any kind, in any way connected with the Site, Services, or in connection with the use, inability to use, or results of the use of the Site, any social media pages and websites linked to it.

8.4Implied Warranties: Without limitation to the foregoing, we acknowledge that the laws in certain jurisdictions including Australia may imply warranties and conditions, or impose obligations on the supply of goods and services through or by means of the Site which cannot be excluded, restricted or modified except to a limited extent.

8.5Limit of Liability: If any such laws apply, then to the fullest extent permitted by the law of the relevant jurisdiction, and in the case of Australia to the extent permitted by the Competition and Consumer Act 2010 (Cth), our liability is limited, and if any liability remains it will be limited to any one or more of the following in our discretion:

ain the case of any products, the replacement or repair of the products, or the supply of equivalent products, or the payment of the cost of repairing or replacing the products or supplying equivalent products; and

bin the case of any services, the supply of the services again or the payment of the cost of having the services supplied again.

8.6Maximum Aggregate: Without limitation to the foregoing, unless otherwise agreed between you and the Company, in no event shall our maximum aggregate liability exceed the last subscription Term.

8.7Indemnity: You indemnify us, and our directors, officers, affiliates, employees, partners and representatives, from and against all actions, claims, suits, demands, damages, liabilities or costs (including legal costs) arising from, as a result of, or which is directly or indirectly related to:

athe use of the Site and Services or any other products or services accessed via, or associated with, the Site (or our social media pages or any linked websites);

ba breach of these GTCs; or

can infringement of any rights of another, including privacy rights and intellectual property rights.

8.8Site Introductions: You acknowledge and agree that the Site and Services may facilitate introductions between users. We are not a party to, and do not assume liability under, any independent arrangement or contract entered into between users.

8.9No Employment or Agency Relationship: No user of the Site or Services is an employee, partner, joint venturer, or agent of ours. We are not liable for any acts, omissions, representations, or third-party services provided by any users.

8.10No Warranty: We do not warrant, endorse, or guarantee the accuracy, quality, legitimacy, suitability, or credentials of any user, listing, or information exchanged via the Site or the Services.

8.11Due Diligence: We do not vet or exhaustively evaluate listings or user profiles. It remains the sole responsibility of each user to conduct their own due diligence, verification, and assessment prior to engaging with other parties or Third Party Services.

9.1Privacy Policy: When you access or use the Site and Services, we may collect, use, process, and share certain Personal Data (as defined in our Privacy Policy) belonging to or relating to you. Our data collection, processing, and retention practices are governed by our Privacy Policy, which is incorporated into these GTCs by reference.

10.1Order Form: You may purchase the Services by completing and placing an online order form designated by us (Order Form). Each Order Form will specify the ordered service, the associated fees, the subscription plan, and the applicable term. If you issue a purchase order in connection with an Order Form, it will incorporate these GTCs and any relevant Service Terms and Conditions by reference; any conflicting or additional terms contained in your purchase order will have no legal force or effect.

10.2Subscription: Unless otherwise specified in an Order Form, the services are provided on a subscription basis for the specific term (Subscription Term) and plan (Subscription Plan) set out in that Order Form (collectively the Subscription).

10.3Fees: In consideration for the Services (excluding Trial Services), you must pay the applicable fees set out in the Order Form (Fees). Unless otherwise specified, all Fees are stated in Australian dollars.

10.4Authorisation: You authorise us—either directly, through our affiliates, or via our payment processing service—to charge these Fees using your selected payment method on or before the due date. Except as expressly provided in these GTCs, Fees are non-cancelable and non-refundable.

10.5Change to Fees: We reserve the right to change our Fees at any time. We will provide you with prior notice of any Fee changes that affect your existing Subscription upon its renewal.

10.6Non-Payment: If we are unable to collect payment from you for any reason, then we may suspend or cancel your access to the Services without giving you notice until we have successfully charged a valid payment method.

10.7Taxes: The Fees exclude goods and services tax (GST)(Taxes).

10.8Billing: When registering or submitting financial information, you must provide updated, accurate, and complete billing details. You authorise us either directly, through our affiliates or via authorised third parties, to perform the following actions:

acharge, request, and collect payments, process refunds, or take other necessary billing actions using your selected payment method or designated bank account; and

bconduct any inquiries we or our representatives deem necessary to validate your designated payment account or financial information to ensure prompt payment. This includes obtaining updated payment credentials from your financial institution or credit card issuer (such as updated card numbers or expiration dates).

10.9Subscription Auto-Renewal: You acknowledge and agree that the initial term of subscription of the Services will automatically renew for successive terms of the same duration unless you notify us, in writing and at least one (1) day prior to the expiry of the current term, that you do not wish to renew your use of the Services, or unless your use of the Services is otherwise terminated in accordance with these GTCs.

11.1Cancellation by You: You can cancel the Services at any time and you will continue to have access to the Services through to the end of the Subscription Term.

11.2Cancellation by Us: We may terminate the Services for convenience upon seven (7) days written notice to you.

11.3Termination by Cause: We may immediately terminate the Services upon written notice if you violate these GTCs or otherwise engage in illegal or fraudulent behavior in relation to the Subscription.

12.1Offer: From time to time, we may offer a free trial to use the Services subject to these GTCs (Free Trial). A Free Trial is an opportunity for you to use the Services free of charge for the period of time communicated in the Free Trial offer (the Trial Period).

12.2Termination or Modification: During the Free Trial period we will deliver the Services to you. You acknowledge and agree that we may terminate or modify our Free Trial, or change or terminate the Services, or offer for a similar service or offer, at any time, at our sole discretion.

12.3Commencement: If you register for a Free Trial for the Services, the Trial Period will begin on the date that you register for the Free Trial, regardless of whether or not you use the Services.

12.4Cancellation: If you choose to cancel the Services during the Trial Period, all your rights relating to your Account and the Services will terminate, and you will lose all access to the Services with immediate effect.

13.1Definition: Confidential Information means information disclosed to one party to the other under these GTCs that is either marked as confidential or should reasonably be understood as confidential given the nature of the information and the circumstances of its disclosure.

13.2Authorised Use: Unless expressly permitted by the Disclosing Party in writing, the Receiving Party must:

aTake commercially reasonable measures to prevent the unauthorised use or disclosure of the Confidential Information and not disclose the Confidential Information except as permitted under these GTCs; and

blimit access to the Confidential Information strictly to its employees, affiliates, service providers, and agents who have a legitimate "need to know" and who are legally bound by confidentiality obligations at least as restrictive as those in these Terms; and

cNot use or disclose the Confidential Information to any third party, except to perform its obligations under these GTCs, or to its legal and financial advisors, or as part of a corporate due diligence process. Any such permitted disclosure remains subject to confidentiality obligations at least as restrictive as these GTCs.

13.3Legal Requirement to Disclose: The receiving party may disclose Confidential Information if it is legally required to disclose by any applicable law or the legally binding order of any court or government body. Where legally permissible, the Receiving Party must make best efforts to give the Disclosing Party prompt written notice of the requirement. This notice must be given in sufficient time to allow the Disclosing Party to seek a protective order or otherwise contest, prevent, or restrict the disclosure.

14.1Restrictions: From time to time, we may restrict access to some parts of the Site or Services (wholly or partly).

14.2Access: You are responsible for:

amaking all arrangements necessary for you to have access to the Site and Services; and

bensuring that all persons who access the Site and Services through your internet connection, mobile device, or otherwise are aware of these GTCs, and that they comply with them.

14.3Access and Use: When accessing and using the Site and Services, you must not:

aattempt to undermine the security or integrity of:

iour computing systems or networks;

iia third party's computing systems and networks where the Site and/or Services are hosted by a third party;

buse, or misuse, the Site and Services in any way which may impair:

ithe functionality of the Site and Services, or other systems used in the course of delivering the Site and Services;

iithe ability of any other user to use the Site and Services;

cattempt to gain unauthorised access to any materials other than those to which you have been given express permission to access, or to the computer system on which the Site and Services are hosted;

dtransmit, download or input into the Site and Services, any files, content, material and/or data that may:

idamage any other person’s computing devices or software;

iibe offensive; and/or

iiibe in violation of any law; or

emodify, copy, adapt, reproduce, disassemble, decompile or reverse engineer, any computer programs used to deliver the Site and Services (or attempt to do so).

14.4Use of Site and Services: You must not use the Site or the Services or allow or encourage anyone else to upload, submit or send any content that:

acontains confidential information;

bis, or could reasonably be considered to be, vulgar, offensive, inappropriate, indecent or obscene, pornographic or sexually explicit, harassing, threatening or abusive, inflammatory, hateful or disparaging, seditious, blasphemous, in breach of another person’s privacy (such as by disclosing personal or identifying details of another person without authorisation) or otherwise objectionable according to the dictates of good taste and social acceptability (including by promoting, advocating, or seeking to incite racial hatred or discrimination based on race, sex, disability, age, religion, nationality, sexual orientation or an unlawful or illegal act);

cis inaccurate, misleading or deceptive or fraudulent (including as a result of you having impersonated another person or misrepresented your identity);

dis defamatory or harmful to another in any way, including by causing unreasonable embarrassment, annoyance, distress or alarm to another individual, including us or our employees;

eis illegal or unlawful, including as a result of their infringement or contravention of intellectual property, or other rights or laws, regardless of their source;

fcontains any viruses or malware, including keystroke loggers or other spyware, or similar computer code, files or programs designed to adversely affect, interrupt, destroy or limit the operation or functionality of any computer software or hardware or telecommunications equipment in any way;

gincludes unauthorised, unsolicited or undisclosed advertising or promotional materials, including excessive commercial references;

hcontains misleading, deceptive or fraudulent statements, including by improperly holding themselves out as being or relating to decrees or announcements by governmental, statutory, or municipal authorities;

iis designed to give the impression that the content originates from us;

jis aimed at disparaging or damaging the reputation or goodwill of our business, the Site, our social media pages, or any of our directors, officers, affiliates, employees, partners and representatives, and third parties connected to us; or

kconstitutes or comprises any other material whatsoever which contravenes these GTCs.

14.5Monitoring: We have no obligation to review or monitor how you use the Site and Services. We have the right to review, screen, or monitor any content you upload or send at any time, for any reason, and without notice, to ensure you are complying with these GTCs.

14.6Breach of Acceptable Use: If we suspect that your content or activity violates these GTCs, or the law, we may take the following actions without liability to you and with or without advance notice:

aRemove or Block Content: Block or delete the violating content, either completely or in part.

bAccount Restrictions: Suspend or terminate your Account, your access to the Services, or your access to specific features.

cData Restrictions: Remove or limit access to any data or content you submitted or shared with third parties through the Services.

These actions do not limit any other legal rights or remedies available to us.

15.1You may link to our Site, provided you obtain our prior written consent. You can request our consent by sending us an email at enquiry@propapp.com.au.

15.2Your links must not damage our reputation or take advantage of it, and you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

15.3You must not establish a link from any website that is not owned by you.

15.4The Site must not be framed on any other site, and you may not create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice.

We may provide you with customer support from time to time, at our discretion, provided you submit your enquiries to support@propapp.com.au.

17.1Force Majeure

aForce Majeure: We shall not be responsible for any delay, suspension or failure to provide the Site (or any websites linked to the Site) arising out of a Force Majeure Event.

bDefinition: Force Majeure Event means an event or circumstance:

ithat is beyond the reasonable control of a party;

iiwhich that party is not reasonably able to prevent or overcome; and

iiiwhich prevents that party from performing a material obligation under these GTCs, including, subject to satisfaction of the foregoing:

1extreme weather events, fire, flood, explosion or natural disaster;

2acts of war, riots, terrorism or vandalism;

3failure or shortage of supplies, equipment, materials or essential utility;

4pandemic, epidemic or other widespread threat to human health (including an outbreak or recurrence);

5computer hacking, internet interruption or virus or malicious damage;

6strike, embargo or industrial disturbance; or

7a change in applicable law.

17.2No waiver

aA failure by us to insist upon strict performance of your obligations under these GTCs; or exercise any of the rights and remedies we are entitled to under these GTCs, at any time, will not constitute a waiver of such rights or remedies and it will not relieve you from compliance with your obligations.

bIf we waive a default, this does not constitute a waiver of any subsequent defaults.

cNo waiver is effective unless it is expressly stated by us to be a waiver and is communicated to you in writing.

17.3Severability

aIf any court decides that any of the provisions of these GTCs are invalid, unlawful or unenforceable to any extent, that term will be severed from the remaining terms to the extent of the invalidity, unlawfulness or unenforceability.

bThe rest of these GTCs will continue to be valid, lawful and enforceable.

17.4Entire agreement: These GTCs, and Service Terms and Conditions, our Privacy Policy, and any documents referred to in them and any other terms and conditions you may find on our Site and Services, constitute the entire agreement between the parties, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements, between the parties relating to the subject matter.

17.5Non-reliance: Each party acknowledges that, in entering into these Terms, neither of us relies on, and subsequently will have any remedies for, any representation or warranty that is not set out in these GTCs.

17.6Assignment: We may assign or sublicense any of our rights or obligations under these GTCs at any time without obtaining your consent.

17.7Variations:

aWe reserve the right, in our discretion, to change, modify, add or remove any part of these GTCs, in whole or in part, at any time.

bNotification of the changes to these GTCs will be posted on the Site. The changes will be effective immediately, unless expressed otherwise.

cIt is your responsibility to periodically check these GTCs for any changes. If you do not agree with any of the changes to these GTCs, it is your sole responsibility to unsubscribe from the Site and any Services. Your continued use of the Site, including any Services will be deemed as your acceptance.

dThe current version of these GTCs is always available on our Sites.

17.8Relationship: No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship, is intended or created between you and us by your use of this Site or by these GTCs.

17.9Governing Law: These GTCs are governed by the laws of Victoria, Australia and each party submits to the exclusive jurisdiction of the courts of Victoria, Australia.