Platform Terms of Use

1.1 These Platform Terms of Use ("Terms") govern access to and use of Pinnacle Connect's proprietary broker and network matching platform (the "Platform"), accessed via secure login through the Pinnacle Connect website, and operated by Pinnacle Connect Pty Ltd ACN 690 358 082 trading as Pinnacle Connect ("Pinnacle Connect", "we", "us" or "our").

1.2 By creating an Account, logging in to, or otherwise accessing or using the Platform, you ("User", "you" or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue use of the Platform.

1.3 These Terms apply in addition to, and do not replace, any separate agreement entered into between you and Pinnacle Connect.

1.4 In these Terms:

• (a) Account means the secure login account issued to a User to access the Platform;
• (b) Broker means a person or entity seeking broker advisory, evaluation, and network matching services from Pinnacle Connect;
• (c) Broker Agreement means the agreement between Pinnacle Connect and a Broker, governing the terms on which Pinnacle Connect provides broker advisory, evaluation, and network matching services to that Broker;
• (d) Content means all text, data, methodology, scoring models, questionnaires, reports, and other material made available through the Platform;
• (e) Evaluation Report means any matching, comparison, or evaluation output generated by Pinnacle Connect through the Platform;
• (f) GST means goods and services tax or similar value added tax levied or imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other similar tax imposed by any other law in Australia;
• (g) Network means an AR network or licensee seeking broker sourcing, matching, and referral services from Pinnacle Connect;
• (h) Network Agreement means the agreement between Pinnacle Connect and a Network, governing the terms on which Pinnacle Connect provides broker sourcing, matching, and referral services to that Network, including placement fees, revenue share, confidentiality, and anti-circumvention obligations, as amended from time to time;
• (i) Platform has the meaning given in clause 1.1;
• (j) User, you or your means a Broker, Network, or other person granted an Account to access the Platform.

1.5 These Terms apply to use of the Platform following login. General browsing of the Pinnacle Connect website prior to login is governed separately by the Website Terms and Conditions.

2.1 Access to the Platform is granted at the sole discretion of Pinnacle Connect. Any access to, or attempt to access, the Platform without an Account, or by using another User's Account or credentials, is unauthorised and strictly prohibited.

2.2 By accessing the Platform, you represent and warrant that:

• (a) you have full legal capacity and authority to agree to these Terms, and, where you are accessing the Platform on behalf of a Broker or Network entity, that you are authorised to accept these terms on its behalf;
• (b) all information you provide to Pinnacle Connect, whether on registration or otherwise, is true, accurate, and complete.

2.3 We may verify your identity, authority, or the information you provide at any time, and may suspend or refuse Platform access pending that verification.

2.4 These Terms operate in addition to, and do not replace, the Broker Agreement or Network Agreement applicable to you, each of which continues to apply according to its own terms. To the extent of any inconsistency between these Terms and a Broker Agreement or Network Agreement, the Broker Agreement or Network Agreement (as applicable) prevails.

3.1 You must keep your Account login credentials confidential and must not share, disclose, or permit any other person to use your Account.

3.2 You are responsible for all activity that occurs under your Account, whether or not authorised by you, except to the extent caused by Pinnacle Connect's own default.

3.3 You must notify Pinnacle Connect immediately if you become aware of, or suspect, any unauthorised use of your Account or any breach of security relating to your Account.

3.4 You must ensure that your Account details, including contact information, remain current and accurate, and promptly update them if they change.

3.5 We may suspend or disable your Account at any time if we reasonably suspect unauthorised access, a breach of these Terms, or a security risk to the Platform, without liability to you for doing so.

4.1 Subject to your compliance with these Terms, Pinnacle Connect grants you a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform, solely for the purpose of evaluating a potential Broker or Network relationship facilitated by Pinnacle Connect.

4.2 You must not use the Platform for any purpose other than the purpose set out in clause 4.1, including any purpose that competes with, or is unrelated to, Pinnacle Connect's services.

4.3 This licence does not permit you to sublicense, assign, resell, or otherwise commercially exploit access to the Platform, or to grant any third party access to the Platform through your Account.

4.4 This licence is personal to you and, where you access the Platform on behalf of a Broker or Network entity, is granted for the benefit of that entity only, and does not extend to any related body corporate, affiliate, or other third party unless separately agreed with Pinnacle Connect in writing.

4.5 Nothing in this clause 4 grants you any ownership interest in the Platform or any Content. All rights not expressly granted to you under these Terms are reserved by Pinnacle Connect.

5.1 When accessing or using the Platform, you must not:

• (a) scrape, crawl, harvest, or use any automated means to extract data, Content, or outputs from the Platform;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, scoring logic, matching methodology, or underlying algorithms of the Platform;
• (c) copy, reproduce, or use any Content, methodology, scoring, Evaluation Report, or platform output for any purpose other than the permitted purpose set out in clause 4.1;
• (d) build, or assist a third party in building, a product or service that competes with, or is substantially similar to, the Platform or Pinnacle Connect's services;
• (e) use the Platform, directly or indirectly, to identify, contact, or deal with a matched Broker or Network other than through Pinnacle Connect, in circumvention of Pinnacle Connect's role as intermediary;
• (f) introduce any virus, malware, or other harmful code, or otherwise interfere with or disrupt the operation of the Platform;
• (g) attempt to gain unauthorised access to any part of the Platform, another User's Account, or any Pinnacle Connect system; or
• (h) use the Platform in any way that breaches any applicable law.

5.2 If we reasonably suspect a breach of this clause 5, we may investigate, suspend or terminate your Account, and take any other action available to us, including under the Broker Agreement or Network Agreement, without prior notice.

5.3 The restrictions in this clause 5 are in addition to, and do not limit, any confidentiality or anti-circumvention obligations you owe under the Broker Agreement or Network Agreement.

6.1 As between you and Pinnacle Connect, Pinnacle Connect owns all right, title, and interest in and to the Platform and all Content, including the software, methodology, scoring model, questionnaire design, templates, Evaluation Reports, and all other material generated by or made available through the Platform, whether created before or after the date you first access the Platform.

6.2 All intellectual property rights in the Platform and Content, including copyright, trademarks, trade secrets, and confidential information, are and remain the property of Pinnacle Connect. Nothing in these Terms transfers any such right to you.

6.3 To the extent you submit any information, data, or material to the Platform (User Content), you grant Pinnacle Connect a non-exclusive, worldwide, royalty-free licence to use, reproduce, analyse, and store that User Content for the purpose of providing the Platform and Pinnacle Connect's services to you, including generating an Evaluation Report.

6.4 You warrant that you have all necessary rights to submit any User Content, and that doing so does not infringe the intellectual property or other rights of any third party.

6.5 You must not remove, obscure, or alter any copyright notice, trademark, or other proprietary marking on or within the Platform or any Content.

6.6 This clause 6 survives any suspension, termination, or expiry of your access to the Platform.

7.1 Pinnacle Connect collects, uses, discloses, and stores personal information in accordance with its Privacy Policy, available at https://pinnacleconnect.com.au/privacy-policy/, which forms part of these Terms.

7.2 By using the Platform, you consent to the collection, storage, analysis, and use of information you provide for the purposes of assessment, matching, and service delivery, in accordance with the Privacy Policy.

7.3 You acknowledge that the Platform, its methodology, scoring model, and outputs, together with any non-public information disclosed to you through the Platform, are confidential to Pinnacle Connect. You must not disclose or use that confidential information except for the permitted purpose set out in clause 4.1.

7.4 Your confidentiality obligations under this clause 7 are in addition to, and do not limit, any confidentiality obligations you owe under the Broker Agreement or Network Agreement.

7.5 Pinnacle Connect will treat information you submit through the Platform, including any commercially sensitive information (such as revenue, fee structures, or portfolio data), as confidential, and will only use or disclose it for the purpose of providing the Platform and Pinnacle Connect's services, except as otherwise permitted under the Privacy Policy or required by law.

7.6 This clause 7 survives any suspension, termination, or expiry of your access to the Platform.

8.1 Any Evaluation Report, matching output, comparison, or recommendation provided through the Platform is generated for general information purposes only, based on the information provided by you and other Users, and is not required to be independently verified by Pinnacle Connect.

8.2 Pinnacle Connect does not warrant or guarantee that any Evaluation Report, matching output, or recommendation will result in a successful placement, partnership, or outcome, or that any matched Broker or Network is suitable for your particular circumstances.

8.3 You must exercise your own judgment, and obtain your own independent advice where appropriate, before acting on any Evaluation Report or matching output. Pinnacle Connect's role is that of an intermediary and facilitator only, and nothing provided through the Platform constitutes financial, legal, or other professional advice.

8.4 You must use any Evaluation Report or matching output for your own internal evaluation purposes only, and must not rely on it, or disclose it to any third party, for any other purpose.

8.5 Nothing in this clause 8 excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you under the Australian Consumer Law or other applicable law that cannot lawfully be excluded, restricted, or modified.

9.1 Any fees payable in connection with your use of the Platform are as set out in the Broker Agreement or Network Agreement applicable to you. These Terms do not themselves impose any separate fee obligation.

9.2 Where payment is made through the Platform, you authorise Pinnacle Connect to process that payment using the payment method you provide, and must ensure your payment details remain valid and current.

9.3 Access to an Evaluation Report, or any part of the Platform gated behind payment, is conditional on payment being received in full in accordance with the Broker Agreement or Network Agreement.

9.4 All fees are exclusive of GST unless otherwise stated, and GST (if applicable) is payable in addition, in accordance with the Broker Agreement or Network Agreement.

9.5 Nothing in this clause 9 limits any right Pinnacle Connect has under the Broker Agreement or Network Agreement in relation to non-payment, including suspension of services or termination.

10.1 We may suspend or terminate your Account or access to the Platform, in whole or in part, immediately and without notice, if:

• (a) you breach these Terms, the Broker Agreement, or the Network Agreement;
• (b) we reasonably suspect misuse, fraud, or unauthorised access in connection with your Account;
• (c) required to do so by law; or
• (d) your Broker Agreement or Network Agreement is terminated or expires.

10.2 We may otherwise suspend or terminate your Account or access to the Platform for any reason, by giving you reasonable notice.

10.3 On suspension or termination, your right to access and use the Platform ceases immediately. You must not attempt to access the Platform following termination.

10.4 Suspension or termination of your Account does not affect any right, obligation, or liability accrued before the date of suspension or termination, and does not affect the ongoing operation of the Broker Agreement or Network Agreement (except to the extent that agreement is itself being terminated).

10.5 Clauses 6 (Intellectual Property), 7 (Data, Privacy and Confidentiality), 8 (Disclaimers Regarding Matching Outputs), and any other clause which by its nature is intended to survive, continue to apply following suspension or termination of your Account.

11.1 To the maximum extent permitted by law, and subject to clause 11.5, Pinnacle Connect excludes all liability (whether in contract, tort, including negligence, or otherwise) for any loss or damage arising from or in connection with your access to or use of the Platform, including any:

• (a) indirect, special, or consequential loss or damage;
• (b) loss of profits, revenue, business opportunity, placement, or anticipated savings; or
• (c) loss or corruption of data.

11.2 Without limiting clause 11.1, Pinnacle Connect is not liable for any loss or damage arising from:

• (a) reliance on any Evaluation Report, matching output, or Content available through the Platform;
• (b) any decision you make in connection with a Broker or Network relationship, which remains your own responsibility; or
• (c) any unauthorised access to, or use of, the Platform by a third party, except to the extent caused by Pinnacle Connect's own default.

11.3 You indemnify Pinnacle Connect against any loss, damage, cost, or expense (including legal costs on a solicitor-client basis) arising from or in connection with:

• (a) your breach of these Terms;
• (b) your misuse of the Platform, including any breach of clause 5 (Restrictions on Misuse); or
• (c) any User Content you submit infringing the rights of a third party.

11.4 To the extent Pinnacle Connect's liability cannot be excluded but can be limited, Pinnacle Connect's total liability arising out of or in connection with the Platform is limited, at Pinnacle Connect's option, to resupplying the relevant service, or the cost of resupply.

11.5 Nothing in this clause 11 excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you under the Australian Consumer Law or other applicable law that cannot lawfully be excluded, restricted, or modified.

12.1 Variation. We may amend these Terms at any time. We will notify you of any material change by posting a notice on the Platform or by email to your registered contact details, and the amended Terms take effect from the date specified in that notice. Your continued use of the Platform following that date constitutes acceptance of the amended Terms.

12.2 Governing law and jurisdiction. These Terms are governed by the laws of Queensland, Australia. You irrevocably submit to the jurisdiction of the courts of Queensland, Australia, and any courts competent to hear appeals from those courts.

12.3 Dispute resolution. Before commencing any court proceedings (except for urgent injunctive relief), the parties must use reasonable endeavours to resolve any dispute arising out of or in connection with these Terms through good faith negotiation between senior representatives of each party.

12.4 Notices. Any notice given under these Terms must be in writing and sent by email, to hello@pinnacleconnect.com.au, if to Pinnacle Connect, or to your registered contact email address if to you. A notice is taken to be received on the day it is sent, unless sent after 5:00pm or on a non-business day, in which case it is taken to be received on the next business day.

12.5 Entire agreement. These Terms, together with the Privacy Policy and the applicable Broker Agreement or Network Agreement, constitute the entire agreement between you and Pinnacle Connect in relation to your use of the Platform, and supersede all prior discussions, representations, or agreements on that subject.

12.6 No waiver. A failure or delay by Pinnacle Connect in exercising any right under these Terms does not operate as a waiver of that right, and a single or partial exercise of a right does not prevent any further exercise of that right.

12.7 Severability. If any provision of these Terms is held to be void, illegal, or unenforceable, that provision is severed, and the remaining provisions continue in full force and effect.

12.8 Assignment. We may assign, novate, or otherwise transfer our rights and obligations under these Terms, including in connection with a sale, merger, or restructure of our business, without your consent. You must not assign, novate, or transfer your rights or obligations under these Terms without our prior written consent.

12.9 Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Pinnacle Connect. Pinnacle Connect acts as an independent intermediary at all times.

12.10 Survival. Clauses 6 (Intellectual Property), 7 (Data, Privacy and Confidentiality), 8 (Disclaimers Regarding Matching Outputs), 11 (Limitation of Liability and Indemnity), and this clause 12, survive suspension, termination, or expiry of your access to the Platform.