User Agreement

1. About these terms

This User Agreement ("Terms") is a binding contract between you and Panelist. It governs your use of panelist.com, event websites and registration pages hosted on Panelist (including on a Host's own domain), our mobile apps, APIs and Hugo, and any other service we provide that refers to these Terms (together, the "Service").

You accept these Terms when you create an Account, register for an Event or otherwise use the Service. If you do not agree, do not use the Service. Visitors who only browse are bound by the terms that apply to them.

Our Acceptable Use Policy, Community Guidelines and Copyright and Intellectual Property Policy form part of these Terms. Our Privacy Policy and Cookie Policy are notices about personal information, not contract terms. The Host Agreement also applies to Hosts and Customers. An Event's own terms and privacy policy are between you and its Host.

If you use the Service for an organisation, you confirm that you may accept these Terms for it, and "you" includes it; otherwise you accept them personally. "Including" means "including without limitation", and where these Terms say we "may" do something, that is a right, not a promise.

2. Key terms

In these Terms:

• Account: your personal account on the Service.
• ACL: the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
• AI Features: features of the Service that use artificial intelligence, including Hugo.
• AI Output: anything an AI Feature generates or does.
• Attendee: anyone who registers for, is invited to or attends an Event.
• Authorised User: a person a Host or Customer allows to use its Workspace.
• Business User: anyone using the Service for a business or organisation, including Hosts, Customers and their Authorised Users.
• Consumer: a person who acquires the Service as a "consumer" under the ACL.
• Customer: a person or organisation that uses the Service's business tools, such as the CRM, campaigns or shared inbox.
• Customer Data: has the meaning given in the Host Agreement.
• Event: any event, session, community or program a Host runs on the Service, in person or online.
• Host: a person or organisation that creates, manages or promotes an Event, community or page on the Service. A Host is the organiser of its Events.
• Hugo: Panelist's AI assistant.
• Member: anyone with an Account.
• Non-Excludable Rights: has the meaning given in Your rights under the Australian Consumer Law.
• Sponsor: a person or organisation that sponsors, exhibits or presents at an Event under an arrangement with the Host.
• Ticket: a right to attend an Event or part of one, free or paid, including a registration or pass.
• Workspace: the account an organisation uses on the Service, with its Members and administrators.
• Your Content: anything you submit, post, upload, send, record or connect through the Service, including your profile, messages, files, contacts you upload and your instructions to AI Features.

3. Who can use Panelist

You must be at least 18 years old and able to enter into a binding contract to use the Service. The Service is a professional platform and is not designed for children.

You must not use the Service if we have closed your Account for a serious breach (unless we agree in writing that you may return), or if sanctions or export laws prohibit you from receiving it (see Export controls and sanctions). If we reasonably believe you do not meet these requirements, we may restrict your Account until you confirm your eligibility.

4. Your account

Keep your Account information accurate and current, use your real name, and keep to one personal Account (it can belong to several Workspaces). If someone else creates an Account for you, such as a Host or a colleague, these Terms apply when you first use it. If you did not expect it, contact us and we will help you close it, although a Host may keep its own record of your registration.

Keep your sign-in details and devices secure, and turn on multi-factor authentication where the Service offers it. If you sign in with another provider's account, its security is your responsibility and that provider's. Do not share, sell or transfer your Account, or create one by automated means or under a false identity.

You are responsible for everything done through your Account, including by Hugo on your instructions or under settings you chose, unless it results from our breach of these Terms, a defect in the Service or our negligence. Tell us straight away at support@panelist.com if you think someone else has accessed your Account or a connected mailbox.

We may ask you to verify your identity or contact details, and may reset your sign-in or temporarily lock your Account if we reasonably believe it is at risk. We will tell you when we do, unless that would itself create a security risk.

5. Workspaces and organisation accounts

A Workspace belongs to the organisation that runs it, not to its Members. If you join one, its administrators may control your access and role, see and control content you create in it (such as CRM records, inbox conversations and Hugo conversations about its business), and change settings that affect you, such as whether Hugo may send messages without approval. That content stays with the organisation when you leave; your profile, registrations and personal settings stay with you.

Your organisation is responsible for settings its administrators choose, under the Host Agreement, and for how its Authorised Users use the Workspace.

If you are given access to a mailbox that is not your own, such as a team mailbox, use it only for the organisation's purposes and within the access given. The organisation decides who has access, is responsible for having the authority to grant it and for any notice the law requires to people who write to that mailbox, and can remove access at any time, as the Host Agreement explains.

6. Panelist is a platform; Hosts run their events

Panelist provides technology that lets Hosts run Events and lets people take part in them. Unless an Event page clearly says Panelist is the organiser, Panelist is not the organiser, promoter, seller or venue of any Event, and is not a party to any agreement between you and a Host, Sponsor, speaker or other Member.

We provide the tools; the Host runs the Event and is solely responsible for it, including its content, speakers and Sponsors; its prices, Ticket terms, refunds, changes and cancellations; the safety, accessibility and legal compliance of the Event and venue; recording notices; what it collects and shares with Sponsors; and how it handles your information under its own privacy policy.

We do not vet, endorse or supervise Events, Hosts, Sponsors, speakers or Members, and we do not guarantee that an Event will happen as described, that anyone is who their profile says, or that a meeting or introduction will happen or lead to anything.

If you have a problem with an Event, contact the Host first. If you cannot reach the Host, or think it is acting dishonestly, tell us at support@panelist.com. We may investigate, remove the Event or restrict the Host, but we are not responsible for resolving disputes between you and a Host except where the law makes us responsible.

7. Attending events and meeting people

Registration and Sponsors

When you register for an Event, the Host receives your registration details and answers, may contact you about the Event, and is responsible for how it uses them, including any dietary or accessibility needs. If the Host shows an Attendee list, other Attendees may see your profile as the Host and your settings allow.

Sponsors take part in Events at the Host's invitation. The Host decides what it shares with its Sponsors, for example when you book a Sponsor meeting or let a Sponsor scan your badge, and is responsible for telling you. Each Sponsor handles your details under its own privacy policy. See our Privacy Policy.

Check-in and matchmaking

Do not share or alter your check-in code or badge, and let someone scan your badge only if you are happy for them to receive your details. Matchmaking suggestions are generated automatically and are not endorsements. A Host may let Hugo approve or decline meeting requests for its Event on rules the Host sets.

Recording

Hosts may record, photograph or stream Events, and are responsible for telling Attendees and getting any consent the law requires. If you speak or appear on camera in a recorded session, the Host may use your name, voice, image and contributions as part of that recording, unless it offers an opt-out and you use it.

You must never record a private meeting or call without the consent of everyone in it. Doing so can be an offence under laws such as the Surveillance Devices Act 2007 (NSW). Follow the Host's recording rules and our Community Guidelines.

Safety

Follow the rules of the Host and venue, directions from staff and emergency services, and the law. The Host and venue are responsible for safety and accessibility, so tell the Host if you need an adjustment. To the extent the law allows, you attend in-person Events at your own risk, but this does not exclude anyone's liability for their own negligence or your Non-Excludable Rights.

Profiles may not be accurate. Meet in public or at the venue, do not share financial or sensitive information with people you have just met, and leave any situation that feels unsafe. In an emergency, call 000 in Australia, or the local emergency number elsewhere.

If something at an Event makes you feel unsafe, tell the Host or venue staff, and tell us as our Community Guidelines explain.

8. Tickets, payments and refunds

When you register for an Event or buy a Ticket, you deal with the Host, not Panelist, unless the Event page clearly says Panelist is the organiser. The Host sets the price, Ticket terms and refund policy, and may approve, waitlist or decline registrations; a registration is confirmed only when you receive a confirmation. A Ticket is a licence from the Host, which it may revoke if you breach its terms or our Community Guidelines, subject to any refund its policy or the law requires.

Prices and payments

Hosts are responsible for showing a total price that includes all compulsory fees and GST, as the ACL requires. If Panelist charges a booking or service fee on a Ticket, it is included in the total price shown for the Ticket. Your bank's own fees, such as for currency conversion, are not part of that price.

Payments are processed by Stripe or by a payment method the Host chooses. If Panelist collects Ticket money for a Host, it does so only as the Host's limited agent for collecting payment: your payment settles what you owe the Host, and the Host remains responsible for the Event and refunds, as the Host Agreement explains. If a payment fails or is charged back, the Host may cancel the Ticket.

Transfers and resale

Transfer a Ticket only if the Host's terms and the Service allow it, and do not resell it unless the Host's terms and the law allow it. Do not use bots to buy Tickets, or buy more than the Host allows. Hosts may cancel Tickets resold or bought in breach of these rules, where the law allows.

Refunds and errors

Refunds are the Host's responsibility under its refund policy and the law, including your rights under the ACL. If an Event is cancelled or significantly changed, contact the Host first. If you cannot reach the Host, contact us and we will try to help, but we are not responsible for a Host's refund decisions except where the law makes us responsible.

If an Event is cancelled and the Host refunds your Ticket, we also refund any Panelist booking fee. Otherwise, a Panelist booking fee is refundable only where the law requires or we charged it in error.

If a price is shown in error, for example because of a technical fault, the Host or Panelist may cancel the order and refund what you paid instead of honouring the error. Payments to Panelist itself, such as for a paid plan, follow the terms at checkout and in the Host Agreement, subject to your rights under the ACL.

9. The Panelist mobile apps

Subject to these Terms, we grant you a personal, non-exclusive, non-transferable, revocable licence to use our mobile apps on devices you own or control. Some features need device permissions, such as camera or microphone access, which you control in your device settings, and you may need to install updates to keep using the apps.

Apps downloaded from the Apple App Store

If you download an app from the Apple App Store:

1. these Terms are between you and Panelist only, not Apple Inc. ("Apple"), and Panelist, not Apple, is solely responsible for the app and its content;
2. your licence is limited to use on Apple-branded products you own or control, as the Usage Rules in the Apple Media Services Terms and Conditions permit, including by other accounts associated with you through Family Sharing or volume purchasing;
3. Apple has no obligation to provide maintenance or support for the app;
4. if the app fails to conform to any applicable warranty, you may notify Apple, which will refund any purchase price; to the maximum extent the law permits, Apple has no other warranty obligation for the app, and any other claims, losses, liabilities, damages, costs or expenses from a failure to conform to a warranty are Panelist's responsibility, subject to these Terms and your Non-Excludable Rights;
5. Panelist, not Apple, is responsible for addressing any claims by you or a third party relating to the app or your possession and use of it, including product liability claims, claims that it fails to meet any legal or regulatory requirement, and claims under consumer protection, privacy or similar laws;
6. Panelist, not Apple, is responsible for investigating, defending, settling and discharging any third-party claim that the app or your possession and use of it infringes that third party's intellectual property rights, to the extent these Terms require;
7. you confirm that you are not located in a country subject to a United States Government embargo or designated by it as a "terrorist supporting" country, and are not on any United States Government list of prohibited or restricted parties;
8. you must comply with applicable third-party terms, such as your wireless data service agreement, when using the app;
9. questions, complaints or claims about the app should go to Panelist at the details in Contact us; and
10. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to your licence of the app, and once you accept these Terms, Apple has the right (and is deemed to have accepted the right) to enforce them against you as a third-party beneficiary.

Apps downloaded from Google Play

If you download an app from Google Play, these Terms are between you and Panelist only, and Google is not responsible for the app.

10. Messages and communications

If you send a message through the Service, such as a chat, email or text message, or Hugo sends one for you, you are the sender, and you are responsible for it and for complying with the law, including the Spam Act 2003 (Cth) and privacy law. Our Acceptable Use Policy sets the rules for email and text messages and calls, and the Host Agreement governs campaigns and connected mailboxes.

Invitations, reminders and follow-ups that the Service or Hugo sends for you are sent on your behalf, under settings you or your Workspace control. You choose who receives them and must have the right to contact them.

We may limit, delay or block sends that we reasonably believe breach the law or these Terms, could harm our sending reputation, or exceed your plan's limits.

Messages from organisations

Messages that a Host, Customer or Workspace sends through the Service, including campaigns and messages Hugo sends for it, come from that organisation, not Panelist. We do not review or approve them and are not responsible for them, except for faults in the Service itself. Take complaints to the sender, use its opt-out to stop hearing from it, and report spam, scams or abuse to us as our Acceptable Use Policy explains.

Messages we send you

We may send you service messages, such as confirmations, Event updates and security or legal notices, by email, text, push notification or in the Service. Security and legal notices cannot be turned off while you have an Account. You can unsubscribe from our marketing at any time using the link or instructions in a message, or by emailing us, as our Privacy Policy explains. Keep your contact details up to date.

11. Using Panelist's business tools

If you use the CRM, enrichment, campaigns, the shared inbox or calendar tools, you do so as a Business User, and the Host Agreement applies.

Contacts and enrichment

You must have a lawful basis to upload, import, sync, enrich and use each contact, including under the Australian Privacy Principles where they apply to you, and the right to import data from any other service. You are responsible for the accuracy of your records and for handling requests from the people in them.

Where the Service offers enrichment, it may add a contact's current job title, employer, location and LinkedIn profile address. Enriched information comes from third-party sources. We do not promise it is accurate or complete, or that you may lawfully use it for your purpose. How you use it is your responsibility. You must not use it to build profiles of people for sale or to harass anyone. See our Privacy Policy.

Connected mailboxes and calendars

When you connect a Google or Microsoft mailbox or calendar, you authorise us to access it with the permissions you approve on the provider's consent screen, to provide the features you use, as our Privacy Policy explains.

A connected mailbox is visible to your Workspace team, including administrators, under the Workspace's permission settings. Emails with CRM contacts are logged on those contacts' records, where anyone who can see the contact can read them.

When you disconnect a mailbox, Panelist stops accessing the mailbox and deletes its credentials at once. Within 24 hours, Panelist deletes the data it synced from that mailbox, including emails, timeline entries and composer files. A composer file is kept only if it was also sent from another mailbox that is still connected. Copies in backups are removed as the backups expire, and we keep anything the law requires.

Disconnecting a calendar stops Panelist using it and deletes the calendar events Panelist synced from it, except meetings booked through Panelist, which remain in Panelist. See the Host Agreement for more detail.

12. Hugo and other AI features

The Service includes AI Features, including our assistant, Hugo, which can draft, summarise, search the web, send messages and take actions for you, as this section describes. The Host Agreement adds terms for organisations.

How much Hugo does without asking

Follow-up messages to people who have not replied ("chases") run automatically unless an administrator sets them to preview. Other messages Hugo writes are drafts for a person to approve, unless that person or their administrator turns on sending without approval. Hugo carries out other tasks at your request or under settings you or your administrator choose, which can be changed at any time.

Hugo is designed to ask a person to confirm before it makes a payment or deletes anything, and not to delete meetings or sessions. Hugo is designed to work only within the permissions of the person using it. Messages Hugo sends without a person's approval are designed to say they were sent with Hugo's help.

Your responsibility for AI Output

If you approve AI Output, or turn on a setting that lets Hugo send messages or act for you, those messages and actions are yours, as if you had sent or taken them yourself, except to the extent they resulted from a defect in the Service, our failure to follow your settings or instructions, or our negligence. Where the law requires it, you must tell people that a message was written or sent with AI help.

AI Output can be wrong, incomplete or inappropriate, and is not professional advice. Web search results come from sites we do not control, and content Hugo reads, such as an email, may contain instructions designed to manipulate it. Review AI Output before you rely on it, send it or let it be acted on, and take care before letting Hugo act on messages from strangers.

Hugo's voice is synthetic. You must not use AI Features to imitate a real person, to mislead people about whether they are dealing with a person, to record other people's voices without the consent the law requires, or otherwise in breach of our Acceptable Use Policy.

Your data and AI Output

To provide AI Features, we send the relevant inputs, such as your instruction and the record you are working on, to AI model providers, as our Privacy Policy explains. We do not use your content, connected mailbox or calendar data, or Customer Data to train AI models. Amazon Bedrock and OpenAI do not use the inputs we send through their APIs to train their models.

As between you and Panelist, and to the extent the law allows, you own the AI Output generated for you, but we do not promise that it is original, protected by copyright, non-infringing or exclusive to you.

13. Your content

You keep ownership of Your Content and are responsible for it. You confirm that you have the rights and consents needed for it to be used as these Terms describe, that it does not infringe anyone's rights or break any law, and that any personal information in it, such as contacts you upload, was collected lawfully and may be shared with us.

The licence you give us

You grant Panelist a non-exclusive, worldwide, royalty-free, sub-licensable licence to host, store, copy, process, adapt (for example by translating, transcribing, summarising or reformatting), transmit and display Your Content, but only to provide, secure and support the Service, and improve it using aggregated or de-identified information, to comply with the law, and as you direct through your settings and the features you use. We may sub-license these rights only to our service providers, including AI model providers, and to the people who can see Your Content under your settings or your Workspace's settings, for those purposes.

The licence ends when you delete the content or your Account, except for copies others already hold, content that belongs to a Workspace, backups until they expire, records we keep to comply with the law or resolve disputes, and Event recordings.

Other users may view and use content you share with them as the feature intends, and a Host may use your registration details and contributions to its Event as its own terms describe. Public content can be seen by anyone, including search engines.

To the extent the law allows, you consent to Panelist, and to the people you share Your Content with, doing acts that might otherwise infringe your moral rights under the Copyright Act 1968 (Cth), such as reformatting, translating or summarising it, or showing it without your name, but only as reasonably needed to use it as these Terms permit.

Your name and likeness

We will not use your name, photo or likeness in advertising for Panelist or anyone else without your consent.

14. What you must not do

You must follow our Acceptable Use Policy and Community Guidelines, including their rules on messaging and prohibited content and activities. In particular, you must not, or help anyone else to:

• break the law or infringe anyone's rights;
• harass, threaten or stalk anyone, or post anything defamatory, abusive or otherwise harmful;
• impersonate anyone or misrepresent who you are, or create fake Accounts or engagement (see Impersonation);
• send spam or other messages the law does not allow;
• collect, scrape, harvest or extract data from the Service, including other people's contact details, profiles or Attendee lists, by automated means or otherwise, whether or not you are signed in, and whether directly or through someone else, such as a scraping service, except through features and APIs we provide for that purpose and within their limits;
• use information about other people from the Service, such as Attendee lists or enriched data, for a purpose they would not reasonably expect, or sell or pass it on unless they have agreed or the law allows it (the Host Agreement limits enriched data further);
• access the Service with bots or scripts, except through our APIs or as a search engine following our robots instructions;
• upload malware, interfere with the Service, test its security without our written permission, get around any limit or access control, or access data you are not authorised to see;
• reverse engineer or decompile the Service, except as the law permits despite this restriction;
• resell the Service except as the Host Agreement allows, or use it to build or benchmark a competing product; or
• use the Service where its failure could cause death, injury or serious damage.

Report security vulnerabilities to user-compliance@panelist.com, and do not use or disclose them.

How we moderate content

We do not review all content before it appears and are not responsible for what others post or send. We may review, remove, restrict or label content we reasonably believe breaks these Terms or the law, as Suspension and termination explains, and we comply with removal notices under Australian law, including from the eSafety Commissioner. Complaints about content go through our defamation process, our copyright notice process or user-compliance@panelist.com.

15. Panelist's intellectual property

The Service, including its software, design, our text and graphics, the Hugo character, and our names and logos, is owned by Panelist or its licensors. We grant you only the limited right to use it under these Terms. Do not use our trade marks, or anything confusingly similar, without our written permission, as our Acceptable Use Policy explains. Other names and logos on the Service belong to their owners, and showing them implies no endorsement either way.

If you give us feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without paying or crediting you. Do not include confidential information or other people's personal information in it.

16. Third-party services and links

The Service works with services we do not control, such as Google, Microsoft and Stripe, whose own terms and privacy policies govern your use of them. When you connect one, you authorise us to use your data from it, within the permissions you grant, to provide the features you use. Connect only accounts you are authorised to connect.

Subject to your Non-Excludable Rights, we are not responsible for a third-party service or changes it makes. If one changes or withdraws its service, we may need to change or stop an integration, and if that removes a material part of a paid plan, the Host Agreement explains your options. Links to other websites are not endorsements.

17. APIs and developer use

If we give you access to an API, webhook or other developer tool ("Developer Tools"), these Terms and any terms we provide with them apply. You must:

• keep your API keys and credentials confidential (you are responsible for all use made with them);
• use Developer Tools only as documented and within their limits, to access only data you are authorised to access;
• not use them to scrape or rebuild the Service, build a competing product or combine data across Workspaces; and
• protect personal information you receive through them, use it only for the purpose it was made available, and delete it when no longer needed or when we or the person concerned ask.

We may change, limit, suspend or revoke access to Developer Tools to protect the Service or its users, to comply with the law, or if you breach these Terms, and will give notice of a breaking change where reasonable. Subject to your Non-Excludable Rights, Developer Tools are provided as they are.

18. Changes to the Service and beta features

We may add, change or remove features, including AI Features and the models and providers we use, and change usage limits. A description of a feature, in these Terms, our marketing or the Service, is not a promise that it will always be available in that form. If we remove or reduce a feature or usage limit you pay for, and it materially reduces what you paid for, the Host Agreement explains your options, including cancelling the affected plan for a pro-rata refund.

Some features are labelled beta, preview or similar ("Beta Features"). Subject to your Non-Excludable Rights, they are provided as they are, may not work as expected, may change or stop at any time, and may be less secure or reliable than other features. Do not rely on them for anything critical, and keep confidential any non-public information about them that we ask you to.

19. Export controls and sanctions

You must comply with the export control and sanctions laws that apply to your use of the Service, including the Autonomous Sanctions Act 2011 (Cth), the Charter of the United Nations Act 1945 (Cth) and, where they apply, United States export controls. You confirm that you are not, and are not owned or controlled by or acting for, a person targeted by Australian, United Nations, United States, United Kingdom or European Union sanctions, and that you will not use the Service in, or give access to it from, a country or region under comprehensive sanctions, or for the benefit of a sanctioned person. We may refuse, suspend or end access, without notice where the law requires, if we reasonably believe providing the Service would breach these laws.

20. Suspension and termination

Closing your Account

You can close your Account at any time in your settings, where offered, or by emailing support@panelist.com. This does not cancel an organisation's plan, which the Host Agreement covers.

When we may suspend or close an Account

We may suspend or restrict your access, remove content or close your Account only if:

• you seriously or repeatedly breach these Terms;
• you breach our Acceptable Use Policy or do not answer an abuse inquiry in time, in which case we may restrict the content or features concerned until the problem is fixed;
• we reasonably believe it is necessary to prevent harm, to investigate fraud, a security incident or unlawful conduct, or to comply with the law or a request from a regulator, court or law enforcement;
• you do not pay amounts you owe us;
• your Account has been inactive for more than 24 months and you do not respond to our notice; or
• we stop providing the Service or part of it, with reasonable notice.

Notice, reasons and review

Where it is reasonable, we will tell you before we act, explain our reason and give you a chance to fix the problem. Where there is a risk of harm, a legal requirement, a security issue or a serious breach, we may act at once and tell you our reason as soon as practical, unless the law prevents it or telling you would create a risk of harm or prejudice an investigation. Any suspension or restriction will be proportionate to its reason and lifted once the reason is resolved.

If you think we have made a mistake, email support@panelist.com with your reasons, and we will review the decision and tell you the outcome. This does not affect your right to complain under Disputes or to go to a regulator or court.

When an Account is closed

Your right to use the Service ends. Information you gave Hosts, copies of your details in other users' records, and content you created in a Workspace stay with those Hosts, users and Workspaces. We keep and delete information as our Privacy Policy explains.

If we close your Account other than for your breach, we will give you a reasonable opportunity, usually at least 30 days, to download your data where the Service allows it and the law permits, and refund any amount you prepaid us for the period after closure.

21. Your rights under the Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term, implied or imposed by the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified ("Non-Excludable Rights"). Every exclusion, limitation and disclaimer in these Terms, and in any document that forms part of them, applies only to the extent the law allows, and is subject to your Non-Excludable Rights.

Services

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us, and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Goods

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Limiting remedies where the law allows

Where the law allows us to limit our liability for a breach of a Non-Excludable Right, and the goods or services are not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again, or, for goods, to replacing or repairing them or paying the cost of doing so.

If you are unsure about your rights, you can contact NSW Fair Trading, the consumer protection agency in your state or territory, or the Australian Competition and Consumer Commission.

22. What we do not promise

Subject to your Non-Excludable Rights:

• the Service is provided "as is" and "as available", and we do not promise that it will be uninterrupted, timely, error-free, secure or always available, that data will never be lost or corrupted, or that it will meet your requirements;
• the Service is a set of tools that depends on the internet and third-party providers, and is not a substitute for your own judgement, records or professional advice;
• we do not promise the accuracy, completeness or reliability of content from Hosts, Members, Sponsors, third parties or AI Features, including Event information, profiles, matchmaking suggestions, enriched data and search results;
• we do not promise that any message will be delivered, opened or read, or that any campaign, Event, meeting or introduction will achieve any result;
• we are not responsible for Events, Hosts, Sponsors, speakers, venues, Members or third-party services, or for what they do or fail to do; and
• we exclude all other warranties, representations and conditions not set out in these Terms, to the extent the law allows.

Keep your own copies of anything important, and have a fallback for anything critical.

23. Limits on our liability

This section is subject to your Non-Excludable Rights, and does not limit our liability for fraud, for wilful misconduct, for personal injury or death caused by our negligence, or for anything else the law does not allow us to limit. To the maximum extent the law allows:

• we are not liable for any indirect or consequential loss, or for any loss of profit, revenue, business, opportunity, goodwill, data or anticipated savings, however it arises;
• we are not liable for loss arising from an Event, from the acts or omissions of a Host, Sponsor, venue, Member or third-party service, from AI Output you choose to rely on, send or let Hugo act on under settings you or your administrator chose, or from causes beyond our reasonable control (see Events beyond our control); and
• our total liability to you for all claims arising out of or in connection with these Terms or the Service is limited to the greater of the total amount you paid Panelist for the Service in the 12 months before the event giving rise to the claim, and AUD 1,000.

If you are a Consumer, the exclusion of loss of data and the cap in this section do not limit our liability for loss that was a reasonably foreseeable result of our breach of these Terms or our negligence.

Our liability is reduced to the extent that you, a Host or a third party caused or contributed to the loss. Subject to the first paragraph of this section, these limits apply to claims in contract, in tort (including negligence), under statute or otherwise. If you are a Host or Customer, the liability terms in the Host Agreement apply to your use of the business tools instead of this section.

24. Your responsibility for claims

If you are a Business User, then to the extent the law allows, you indemnify Panelist, its related companies and their officers, employees and contractors against any third-party claim, regulatory action or investigation, and any resulting loss, liability, fine, penalty and reasonable cost (including legal costs), to the extent it arises from:

• Your Content, including contacts you upload and enriched data you choose to use;
• your breach of these Terms or the law;
• messages sent by you, from your Account or connected mailboxes, or by Hugo with your authority or under settings you chose;
• your Events, if you are a Host; or
• your infringement of someone else's rights.

Your organisation is responsible for settings its administrators choose, under the Host Agreement. Your liability under this indemnity is reduced to the extent the claim was caused by our breach of these Terms, a defect in the Service or our negligence. We will tell you promptly about a claim, let you take part in its defence where reasonable, and not settle it in a way that requires an admission by you without your consent. For Hosts and Customers, the Host Agreement's indemnity applies instead for the matters it covers.

If you use the Service as a Consumer, you do not give us an indemnity. You are responsible, to the extent the law allows, only for loss that you cause by your breach of these Terms or the law, and only to the extent that loss was reasonably foreseeable.

25. Events beyond our control

We are not responsible for delay or failure to the extent it is caused by an event beyond our reasonable control, such as an internet, power or provider failure we could not reasonably avoid, a cyber attack that reasonable security would not have prevented, a natural disaster or a government order. We will take reasonable steps to reduce its effect. If it stops us providing a paid service for more than 30 days, you may cancel that service for a pro-rata refund of any prepaid amount for the period after cancellation. This does not affect your Non-Excludable Rights or a Host's obligations to its Attendees.

26. Disputes

Please contact us first about any complaint or dispute, at support@panelist.com or, for privacy and legal matters, user-compliance@panelist.com. Privacy complaints are handled as our Privacy Policy describes.

If a complaint is not resolved, either of us may give the other written notice of a dispute, and we will both try in good faith to resolve it within 30 days before starting court or tribunal proceedings. Either of us may then propose mediation. If we both agree, it will take place in Sydney or online, with a mediator agreed between us or, failing agreement, nominated by the Resolution Institute, and each of us will pay our own costs and half the mediator's fees. If the dispute is still not resolved, either of us may take it to the courts of New South Wales, or another court with jurisdiction, as Governing law explains.

Nothing in this section stops either of us from seeking urgent relief from a court, or stops you from contacting NSW Fair Trading, a tribunal such as the NSW Civil and Administrative Tribunal, the Office of the Australian Information Commissioner or another regulator, bringing proceedings, or joining a representative or class proceeding. These Terms contain no arbitration clause and no class action waiver.

Disputes between you and a Host, Sponsor or other Member are between you and them, although we may help.

27. Governing law

These Terms, and any dispute arising out of or in connection with them or the Service, are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales, the Federal Court of Australia and the courts that hear appeals from them. If you are a Consumer, this does not take away any right you have to bring proceedings where you live or under the consumer protection law that applies there.

28. Changes to these Terms

We may change these Terms to reflect changes to the Service, the law or our business, and will post the updated Terms here with a new "last updated" date.

If a change is materially adverse to you, we will give you at least 30 days' notice by email or in the Service before it takes effect, unless it is needed sooner to comply with the law or to deal with a security or safety risk, in which case we will give as much notice as is reasonably possible. Changes that are not adverse to you may take effect when we post them.

If you do not agree to a change, you can close your Account before it takes effect, or within 30 days after we tell you if we gave less than 30 days' notice, and we will refund any amount you prepaid us for a service the change affects, for the period after closure; the Host Agreement explains how this works for paid plans. If you keep using the Service after a change takes effect, the updated Terms apply to you. A change does not apply to a dispute that arose before it took effect, unless we both agree.

29. Notices

We may give you notices by email to the address on your Account, by text message or in the Service, or, for notices that affect everyone, by posting them on the Service. A notice sent by email, by either of us, is treated as received when it is sent to the recipient's address (for you, the email address on your Account; for us, the address below), unless the sender receives a message that it was not delivered. A notice in the Service is treated as received when it is first displayed to you.

Send general notices to support@panelist.com, and legal notices, including notices of a dispute, to user-compliance@panelist.com. Electronic notices and agreements satisfy any legal requirement to be in writing, as the Electronic Transactions Act 2000 (NSW) and its Commonwealth equivalent allow.

30. General

• Entire agreement: these Terms, with the documents they refer to, are the whole agreement between you and us about the Service.
• Order of precedence: for Hosts and Customers, the Host Agreement sets the order; otherwise these Terms prevail over the documents that form part of them.
• Severability: any part of these Terms that is invalid, unenforceable or unfair is read down or severed to the extent needed, and the rest continues in force.
• No waiver: if we do not enforce a right straight away, we can still enforce it later.
• Assignment: you may not transfer your rights or obligations under these Terms without our written consent. We may transfer ours to a related company or to a buyer of all or part of our business, if your rights under these Terms are not reduced, and we will tell you if we do.
• Relationship: these Terms create no partnership, joint venture, employment, fiduciary or agency relationship, except where we act as a Host's limited agent for collecting payment.
• Third parties: no one other than you and Panelist has rights under these Terms, except Apple as described in The Panelist mobile apps, and Panelist's related companies and personnel, who may rely on the indemnity and the limits of liability.
• Survival: the sections on your content, AI Output ownership, our intellectual property and feedback, the restrictions on collecting and using data from the Service, the Australian Consumer Law, disclaimers, liability, indemnity, disputes, governing law and these general terms, and any other terms that by their nature should continue, survive the end of these Terms or your Account.

31. Contact us

FCR RSC Pty Ltd (ABN 37 682 852 213), trading as Panelist, New South Wales, Australia.

• General enquiries and support: support@panelist.com
• Privacy, legal, intellectual property and security reports: user-compliance@panelist.com