IMPORTANT: Please read these terms carefully before accessing or using the Services. This is a legally binding contract. By clicking "I Agree," creating an account, subscribing to any plan, or otherwise accessing or using the Pariona Pty Ltd Platform or any Module (including DP-Modules), you acknowledge that you have read, understood, and agree to be bound by these terms. If you do not agree, you must not access or use the Services.
Acceptance of Terms and Authority
This Master Subscription Agreement ("Agreement") is made between Pariona Pty Ltd (ABN [insert], "Pariona," "we," "us," or "our") and the individual, company, partnership, trust, government entity, or other legal entity that registers for or uses the Services ("you," "Customer," "User," or "Firm").
If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement. You further warrant that all Authorized Users will comply with these Terms.
Scope of Services – The Pariona Pty Ltd Construction Operating System
Pariona Pty Ltd provides a cloud-based whole-of-lifecycle Construction Operating System ("Services" or "Platform") designed to assist with project initiation, concept development, design, multidisciplinary coordination, procurement, construction management, certification, and asset management in the built environment.
The Services are provided "as is" and "as available" without any representation or warranty of any kind, express or implied.
Certain features — including MarkupPro and any pixel-based measurement or scale conversion tools — rely on image resolution, scan quality, PDF rendering, viewport scaling, and other variables that may introduce inaccuracies, distortions, or inconsistencies. All outputs generated by the Services (including drawings, calculations, reports, quantities, schedules, and procurement lists) are provided for productivity assistance purposes only.
You acknowledge and agree that such outputs are not a substitute for professional engineering, architectural, surveying, or construction expertise and must not be relied upon for any high-precision, fabrication, certification, regulatory, or safety-critical purposes without independent verification by a suitably qualified and licensed professional (e.g., RPEQ, CPEng, Registered Architect, or Licensed Builder, as applicable).
The Services are tools intended to support, not replace, professional judgment. All outputs must be independently reviewed, verified, and approved by one or more appropriately qualified professionals before any use in design, construction, procurement, certification, or asset management activities.
Any use of the Services or their outputs without such professional verification constitutes a material breach of this Agreement. Pariona Pty Ltd bears no responsibility for any errors, omissions, or inaccuracies in outputs, or for any decisions, actions, or omissions based on them.
Subscription Plans, Seat Licensing, and Project Royalty Fees
Pariona Pty Ltd offers the Services under a combined Seat Subscription + Project Royalty model.
Access is granted on a per-seat, tiered basis (Essential, Professional, Enterprise, or other tiers as published). Each seat is licensed to one Authorized User. Features are limited to those included in the purchased tier. Pariona Pty Ltd may, at its sole discretion, add, remove, or reclassify features between tiers upon reasonable notice.
Seat subscriptions are billed annually (or monthly where offered) at rates current at the time of purchase or renewal. Pariona Pty Ltd may adjust pricing on a rolling three (3)-month basis to reflect exchange rate fluctuations, inflation, changes in third-party costs, or local market conditions. Higher seat volumes may qualify for volume discounts per Pariona Pty Ltd's then-current enterprise pricing schedule.
In addition to seat fees, certain modules or project-based usage attract a fixed Project Royalty Fee, calculated by Pariona Pty Ltd based on project scale, complexity, value, location, and lifecycle phase. Royalty Fees are assessed on a per-project basis and are non-refundable.
Billing does not monitor or charge based on CPU, RAM, storage, or other resource consumption.
All fees are exclusive of GST (unless stated otherwise) and must be paid in Australian Dollars unless otherwise agreed in writing.
Founder Subscription Program
Pariona Pty Ltd may, in its sole and absolute discretion, offer a limited Founder Subscription program in specific jurisdictions, regions, or markets. Where available, the program is strictly limited to the first ten (10) eligible annual seat subscriptions in the relevant jurisdiction. Eligibility requires:
- Completed registration;
- Successful payment clearance;
- Activation of an annual subscription;
- The subscribing entity's principal jurisdiction; and
- Availability of remaining Founder allocations at the time of approval.
Approved Founder Subscribers receive a permanent ten percent (10%) discount on Project Royalty Fees only — not on seat subscription fees, unless expressly confirmed in writing by Pariona Pty Ltd.
Registration or payment does not guarantee Founder status. Pariona Pty Ltd may withdraw, suspend, or close the program at any time without notice once limits are reached or for any other reason.
Founder status continues only while the subscription remains current and the account is in good standing. If any payment is overdue by more than fourteen (14) days, Pariona Pty Ltd may permanently revoke Founder status at its discretion.
Data Sovereignty and Infrastructure
The Services are currently hosted in Brisbane, Australia. Pariona Pty Ltd reserves the right to deploy additional regional infrastructure nodes and to migrate data as needed to ensure regulatory compliance (including but not limited to the Privacy Act 1988 (Cth), GDPR where applicable, or other data protection laws) and to optimise performance and resilience.
You consent to such migrations and to the transfer or processing of data outside Australia where required for operational or compliance reasons, subject to Pariona Pty Ltd maintaining appropriate safeguards.
Customer Responsibilities and Indemnification
You are solely responsible for:
- All inputs, data, assumptions, site information, and content uploaded or entered into the Services ("Customer Data");
- Ensuring all Authorized Users comply with this Agreement;
- Obtaining and maintaining all necessary professional licenses, certifications, and insurances required for your projects; and
- Independently verifying all outputs as required under clause 2.2.
You agree to indemnify, defend, and hold harmless Pariona Pty Ltd, its directors, officers, employees, contractors, affiliates, and successors against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:
- Your or any Authorized User's failure to professionally verify or approve any output;
- Any inaccurate, incomplete, or misleading Customer Data or assumptions;
- Any use of the Services or outputs in breach of this Agreement;
- Any project delays, cost overruns, defects, or third-party claims (including liquidated damages) connected to your projects; or
- Any breach of this Agreement by you or your Authorized Users.
Intellectual Property
All right, title, and interest in the Services, Platform, software, algorithms, models, documentation, UI/UX elements, and any modifications or improvements (collectively, "Pariona Pty Ltd IP") remain the exclusive property of Pariona Pty Ltd or its licensors.
Subject to your compliance with this Agreement and timely payment of all fees, Pariona Pty Ltd grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for your internal business purposes in the ordinary course of your construction-related activities.
- Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Services (except to the extent permitted by non-excludable law);
- Remove or obscure any proprietary notices;
- Access the Services to build a competing product or service;
- Redistribute, resell, or commercially exploit the Services or any outputs; or
- Use the Services in any manner that infringes Pariona Pty Ltd's or any third party's intellectual property rights.
Any feedback, suggestions, or ideas you provide regarding the Services may be used by Pariona Pty Ltd without compensation or attribution. You retain ownership of your Customer Data and grant Pariona Pty Ltd a worldwide, royalty-free, non-exclusive license to host, use, process, display, and transmit Customer Data solely as necessary to provide, improve, and support the Services.
Limitation of Liability
To the maximum extent permitted by law (including the Australian Consumer Law):
Pariona Pty Ltd's total aggregate liability is limited to the lesser of:
Pariona Pty Ltd is not liable for any indirect, incidental, special, punitive, or consequential loss or damage, including (without limitation):
- Loss of profit, revenue, goodwill, business opportunity, or anticipated savings;
- Project delays, extensions of time, or liquidated damages;
- Cost overruns or additional construction/rectification costs;
- Loss or corruption of data (except to the extent caused by Pariona Pty Ltd's gross negligence); or
- Any third-party claims against you.
Any claim or action must be commenced within six (6) months of the date the claimant first becomes aware (or ought reasonably to have become aware) of the facts giving rise to the claim. Otherwise, the claim is permanently barred.
Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.
Suspension and Termination
Pariona Pty Ltd may suspend or terminate your access to the Services immediately, without notice, if:
- You breach any material term of this Agreement (including non-payment or failure to verify outputs);
- You infringe Pariona Pty Ltd's or any third party's intellectual property rights;
- You become insolvent or enter any form of administration, liquidation, or bankruptcy; or
- Continued provision would, in Pariona Pty Ltd's reasonable opinion, expose it to legal or regulatory risk.
- All licenses granted under this Agreement immediately cease;
- You must immediately cease all use of the Services and delete any locally stored outputs where required;
- No pro-rata refunds are provided for any prepaid fees (except as required by non-excludable law); and
- Outstanding fees remain payable.
Trial / Evaluation Period and Acceptance
Where offered, subscriptions include a seven (7)-day evaluation period. By making any payment or continuing to use the Services after the evaluation period, you are deemed to have:
- Inspected and tested the Services;
- Acknowledged all limitations and disclaimers in this Agreement; and
- Accepted that the Services are fit for your intended purpose.
Refund requests for monthly plans must be submitted in writing within fourteen (14) days of purchase and must include documented evidence of a material performance failure directly attributable to the Services. No refunds will be issued for change of mind, user error, or failure to follow professional verification requirements.
Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Queensland, Australia. You irrevocably submit to the exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia (sitting in Queensland) for any dispute arising out of or in connection with this Agreement.
General Provisions
- Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
- Variations: Pariona Pty Ltd may update these Terms from time to time. Continued use after notification constitutes acceptance of the updated Terms.
- Severability: If any provision is held invalid, the remainder remains enforceable.
- No Waiver: Failure to enforce any right does not constitute a waiver.
- Assignment: You may not assign this Agreement without Pariona Pty Ltd's prior written consent. Pariona Pty Ltd may assign it freely in connection with a business sale or reorganisation.
Acknowledgement & Agreement
By registering an account or proceeding with a subscription, you confirm that you have read, understood, and agree to be bound by this Master Subscription Agreement in its entirety.
I have read and agree to the Master Subscription Agreement, including all disclaimers regarding professional verification requirements and limitations of liability.
I understand that all outputs must be independently reviewed and approved by a qualified licensed professional before use in any design, construction, or certification activity.
I acknowledge the Seat Subscription + Project Royalty fee model and understand that annual subscriptions and project royalty fees are non-refundable.