Terms of service

Prototype is operated by [operator legal name] (“we”, “us”, “our”).

By creating an account, or by using Prototype if someone else created an account for you, you agree to these terms. If you do not agree, do not use the service.

If you are agreeing on behalf of an organization — a university team, a company, a research group — you confirm you have authority to bind that organization, and “you” means both you and that organization.

• Service means the Prototype application, this website, and anything we provide with them.
• Organization means a workspace in Prototype that one or more users belong to.
• Your content means everything you put into the service: specifications, parameters, components, interfaces, tasks, milestones, meeting records, comments, and uploaded files.
• Administrator means a user with permission to manage an organization, its members, and its settings.

• You must be at least 16 years old to hold an account, and by creating one you confirm that you are. We do not ask for your date of birth, so we rely on that confirmation. If we learn an account holder is under 16, we will close the account and delete the personal information we hold about them.
• Give us accurate information and keep it current. Do not impersonate anyone or sign up under a name you are not entitled to use.
• You are responsible for what happens under your account, and for keeping your sign-in credentials secure. Do not share them. Tell us promptly if you think your account has been compromised.
• One account per person. Do not let someone else use yours as a way around member limits.

Prototype is a team tool, so most of what you do is visible to your organization. You should understand what that means before you put anything into it.

• Administrators control the workspace. They can invite and remove members, change permissions, see and manage the organization’s content, and close the workspace. If your organization was created by your team or employer, they — not we — decide what you can access.
• Your work is attributed to you. The audit history records who changed, approved, or rejected what. That is a core function of the service, not an incidental log, and it cannot be switched off.
• Content belongs to the organization. If you leave, the content you contributed stays with the organization. Section 5 explains ownership.
• Invitations. If you invite someone, you confirm you are allowed to give us their email address for that purpose.

You own your content. We claim no ownership of the specifications, designs, parameters, documents, or files you put into Prototype.

To run the service we need permission to handle it. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, and adapt your content, but only as far as needed to operate, secure, support, and improve the service for you. That licence ends when you delete the content or close your account, except for copies in routine backups that cycle out on their own schedule.

We will not sell your content, publish it, or use it to train machine learning models for anyone else’s benefit.

You are responsible for your content: for having the rights to it, and for it not being unlawful or infringing. If your team is subject to export controls, defence trade controls, or similar restrictions on technical data, complying with them is your responsibility — we do not screen your content for that, and section 11 is relevant here too.

Feedback. If you send us suggestions, we may use them without obligation to you. That does not give us any rights over your content.

You must not:

• break the law with the service, or use it to infringe someone’s rights;
• upload malware, or anything designed to damage or interfere with the service or other users;
• try to gain unauthorised access to the service, other organizations’ data, or our infrastructure — including probing, scanning, or circumventing our access controls;
• reverse engineer, decompile, or copy the service, or use it to build a competing product;
• resell, sublicense, or provide the service to anyone outside your organization without our written agreement;
• scrape or extract data by automated means beyond any API we provide, or place unreasonable load on the service;
• remove or obscure our notices or branding, or misrepresent your relationship with us;
• harass, threaten, or abuse anyone through the service, or upload content that is unlawful, defamatory, or obscene.

Security research is welcome if you tell us first and act in good faith. Contact us using the contact form in section 21 before testing anything, and never use another person’s data to demonstrate a finding.

The service itself — the software, design, branding, documentation, and everything except your content — belongs to us or our licensors. These terms give you a limited, revocable, non-transferable right to use the service while your account is in good standing, and nothing more. Our name and logo may not be used without our permission.

• Fees and cycles. Paid plans are billed in advance, monthly or annually as you choose, and renew automatically until cancelled.
• Taxes. Prices are exclusive of GST and other taxes unless stated. Where GST applies we will add it and issue a tax invoice.
• Payment processing. Payments are handled by Stripe. We do not receive or store your card number. Stripe’s terms govern the payment itself.
• Cancelling. You can cancel at any time. Cancellation takes effect at the end of the period you have paid for, and you keep access until then.
• Refunds. Fees already paid are not refundable except where the law requires it — including the consumer guarantees in section 12 — or where we have said otherwise in writing.
• Failed payments. If a payment fails we may retry it and, after telling you, suspend or downgrade the organization until it is settled.
• Price changes. We may change prices, but not part-way through a period you have already paid for. We will give at least 30 days’ notice, and you can cancel before the new price applies.
• Plan limits. Plans differ on members, active projects, and storage. If you exceed a limit we will ask you to upgrade or reduce usage rather than deleting anything without warning.
• Billing disputes. Tell us within 30 days of a charge if you think it is wrong, and we will investigate.

Prototype runs on third-party providers — for authentication, hosting, storage, email, analytics, and payments. They are listed in our privacy policy. We choose them carefully, but we do not control them, and we are not responsible for their acts or omissions beyond what section 13 provides. If you connect an external tool of your own to Prototype, that is between you and that tool’s provider.

We work to keep Prototype available and quick, but we do not currently offer a guaranteed uptime commitment. The service may be unavailable for maintenance, for problems at a provider we depend on, or for reasons outside our control.

Early access. Prototype is under active development. Features may be added, changed, or withdrawn. Where a change removes something you rely on we will give reasonable notice if we can. Features labelled beta or experimental may be unstable, and we may end them at any time.

Support is provided on a reasonable-efforts basis through the contact form in section 21, at the level your plan describes.

Your rights under Australian Consumer Law come first. Nothing in these terms excludes, restricts, or modifies any guarantee, right, or remedy you have under the Competition and Consumer Act 2010 (Cth) or any other law that cannot lawfully be excluded. If we supply you as a consumer under that Act, you have guarantees that cannot be contracted out of, and this section does not attempt to.

Subject to that, the service is provided as is. To the extent the law permits, we exclude all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or that it will meet your requirements.

Where we are permitted to limit a remedy for breach of a non-excludable guarantee, our liability is limited, at our option, to supplying the service again or paying the cost of having it supplied again.

This section is subject to section 12 — your non-excludable consumer rights are unaffected by anything here.

To the extent the law permits, neither party is liable to the other for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or business opportunity, however caused.

To the extent the law permits, we are not liable for:

• loss or corruption of data, except to the extent caused by our failure to take reasonable care;
• any engineering, safety, financial, or operational decision made using the service — see section 11;
• the acts or omissions of a third-party provider the service depends on, or of your own administrators and members.

Cap. To the extent the law permits, our total aggregate liability arising out of or in connection with these terms is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the liability, or AUD $100.

Each party must take reasonable steps to mitigate its loss. Nothing in these terms limits liability for fraud, or for death or personal injury caused by negligence, where the law does not permit that limit.

You agree to indemnify us against loss, damage, and reasonable costs we suffer arising from a third-party claim caused by your content, your breach of section 6, or your unlawful use of the service. This does not apply to the extent the loss was caused by us, and we must take reasonable steps to mitigate it. We will tell you promptly of any claim and let you participate in its defence.

Each of us may learn confidential information of the other. We will not disclose your non-public content or information except to run the service, to the providers listed in our privacy policy, where you direct us to, or where the law requires it. This obligation does not apply to information that is public through no fault of ours, that the recipient already knew, or that it developed independently.

How we handle personal information is set out in our privacy policy, which forms part of these terms. It explains what we collect, who we share it with, that some providers are overseas, and — importantly — that our analytics currently include session replay. Please read it.

You can leave at any time. Close your account or ask us to. If you are on a paid plan, section 8 covers what happens to fees.

We may suspend or terminate your access if you materially breach these terms, if your use puts the service or other users at risk, if payment fails and stays unpaid, or if we are required to by law. Except where the breach is serious or we cannot lawfully wait, we will give you notice and a reasonable chance to fix the problem first.

Your data after termination. For 30 days after an account or workspace closes, you can ask us for an export of your content, and we will provide it in a machine-readable format. After that we may delete it. Deleting an item in the product moves it to a recoverable trash first; emptying the trash removes it.

If we discontinue Prototype altogether, we will give reasonable notice, stop charging, and give you a fair opportunity to export your content before shutting down.

Sections 5, 7, 11, 12, 13, 14, 15, and 19 survive termination.

We may update these terms as the product and the law change. When we do, we will revise the “Last updated” date above. If a change is materially adverse to you, we will give at least 30 days’ notice in the product or by email before it takes effect, and continuing to use the service after that means you accept the new terms. If you do not accept them, stop using the service and tell us — we will refund any unused portion of a prepaid plan.

If something goes wrong, tell us first using the contact form in section 21. Most problems are quicker to fix that way, and we will engage with you in good faith to resolve a dispute before either of us starts proceedings. Neither of us has to wait before seeking urgent injunctive relief.

These terms are governed by the laws of New South Wales, Australia, and we each submit to the non-exclusive jurisdiction of its courts. Nothing here prevents you from bringing a matter to a consumer body or regulator that has jurisdiction over it.

If you are outside Australia, that choice of law does not take away protections you have under the mandatory consumer law of the country you live in. Where those laws give you rights or remedies that cannot be contracted out of, they continue to apply alongside these terms, and you may bring proceedings in your local courts if the law entitles you to.

• Entire agreement. These terms and the privacy policy are the whole agreement between us about the service, and replace anything said earlier.
• Severability. If a provision is unenforceable, it is read down or removed only as far as needed, and the rest stands.
• No waiver. Not enforcing something straight away does not waive it.
• Assignment. You may not transfer your rights without our consent. We may transfer ours as part of a sale or reorganisation of the business, provided the recipient is bound by terms no less protective of you.
• No agency. These terms do not create a partnership, employment, or agency relationship.
• Events outside our control. Neither of us is liable for failing to perform because of something genuinely beyond our reasonable control, though this does not excuse an obligation to pay.
• Notices. We may give you notice in the product or by email to your account address. You can reach us as set out in section 21.

Questions about these terms, or anything else: