Standard Terms and Conditions

1. You may use the Platform for the Purpose during the term of the Agreement.
2. Except as expressly set out in this clause 3, You are not granted and will not acquire any other rights to, or interests in, the Platform or Artefacts whatsoever.
3. The Licence is non-exclusive and non-transferable.

You must not, and must procure that Your Personnel do not:

1. permit anyone but an Eligible User to:
   1. use the Platform; or
   2. have access to any Artefact;
2. use or commercially exploit the Platform or Artefacts other than:
   1. in accordance with the Agreement; and
   2. for the Purpose;
3. use the Platform to provide a hosted service to any Third Party;
4. use the Platform to establish a public or social network;
5. use the Platform and the Artefacts in a manner that:
   1. is unlawful;
   2. tends to demean, mock or undermine any religion or person in connection with their adherence to any religion;
   3. harasses, threatens, bullies or Discriminates against any individual or group;
   4. infringes or otherwise interferes with the contractual or other rights of Us or any Third Party;
6. use the Platform to promote or acclaim violence, hatred or Discrimination;
7. transfer, assign or otherwise deal with or grant a Security Interest in, the Platform or an Artefact;
8. attempt to circumvent or undermine any security measure within or associated with the Platform;
9. attempt to probe, scan, test or identify vulnerabilities or security measures within or associated with the Platform;
10. attempt to view, access or copy any part of the Underlying Systems other than:
    1. to which You are permitted access; and
    2. to the extent necessary for Eligible Users to use the Platform in accordance with the Licence;
11. attempt to decompile, disassemble, translate, reverse engineer or otherwise derive source code, underlying ideas, techniques, systems, frameworks, formulae or algorithms from the Platform or any Artefact by any means whatsoever, direct or indirect;
12. attempt to circumvent any restriction or suspension imposed on You or an Eligible User;
13. use the Platform in any way that may impair its functionality;
14. use the Platform by impersonating an Eligible User;
15. attempt to alter, enhance, modify, translate or create any derivative works based on the Platform;

You must, and must procure that Your Personnel:

1. are provided reasonable training and subjected to reasonable supervision to ensure that Eligible Users comply with the Access Conditions; and
2. immediately inform Us (with full particulars) of any breach of the Access Conditions or Cyber Security Incident which has or may affect the Platform or any of its Underlying Systems.

You acknowledges and agree that We may:

1. require a prospective Eligible User to complete a process of registration whereby information (including possibly Personal information) is provided;
2. require, as a condition of the grant of access to the Platform that:
   1. further information (including possibly Personal information) about the prospective Eligible User is provided; or
   2. the employer of the prospective Eligible User first enter into an agreement satisfactory to Us:
      1. accepting the Access Conditions;
      2. acknowledging the confidentiality of Confidential Information; and
      3. acknowledging Our ownership of Intellectual Property;
3. require, as a condition of using the Platform, that an Eligible User from time to time and at any time:
   1. accept or confirm acceptance of the Access Conditions;
   2. acknowledge the confidentiality of Confidential Information; and
   3. acknowledge Our ownership of Intellectual Property;
4. monitor and obtain information about Your and Eligible Users' use of the Platform and the Underlying Systems;
5. suspend or restrict access to the Platform and such of the Underlying Systems as are not provided by You whenever We reasonably apprehend:
   1. that Your use of the Platform has exceeded the limits of the Licence;
   2. amount to an actual or potential breach of the Agreement; or
   3. that an individual is not, or has ceased to be, an Eligible User,

   in such manner as We may determine in its absolute discretion.

1. You are solely responsible for obtaining any licence, authorisation, consent or other permission to enable it and Eligible Users to use the Platform and the Artefacts in the Territory in the manner contemplated by the Agreement.
2. You are solely responsible for the selection of Eligible Users and warrant that You will provide Eligible Users under the age of 16 with appropriate instruction to ensure that the communication features of the Platform are used only for educational or instructional purposes and not for personal, recreational or open-ended social networking.
3. You acknowledge that We provide only technical infrastructure through the Platform and do not moderate or edit communications between Eligible Users.
4. You acknowledge that the Platform falls under educational exemptions within the Children's Online Privacy Code 2026.

1. We will use Our best efforts to ensure that the Platform is available.
2. You acknowledge and agree that:
   1. the Platform may be temporarily unavailable from time to time for the reasons described in paragraph (c);
   2. the Platform depends upon, and interoperates, with the Underlying Systems and no warranty is given as to the compatibility, reliability or availability of the Underlying Systems;
   3. the Platform is driven by software and no representation or warranty is made or given that the Platform or Underlying Systems are or will be secure, timely, compatible, uninterrupted or error-free; and
   4. Other than a Service Credit, We will not be liable to provide any refund or reimbursement, nor for any loss or damage incurred, as a direct or indirect result of any temporary unavailability of the Platform contemplated by this paragraph (a).
3. We reserve the right to:
   1. correct any errors in;
   2. upgrade, maintain, tune or backup;
   3. amend, add or remove features in, redesign, improve or otherwise alter,

   the Platform from time to time and at any time, at Our sole and absolute discretion.

4. We will use reasonable efforts to inform You of any planned or expected unavailability of the Platform and restore the availability of the Platform as soon as practicable.
5. You are responsible for disseminating to Eligible Users any information received pursuant to paragraph (d).

1. You retain all right, title and interest in and to Your Data.
2. We retain all right, title and interest in and to Platform Data.
3. We have and retain all right, title and interest in and to, the data to which clause 4.3 refers.

1. You grant to Us a limited, worldwide, non-exclusive license to host, copy, process, and use the CustomerYour Data as necessary to provide, maintain, develop and support the Platform.
2. You warrant that You have the right to grant the licence in paragraph (a).

1. Despite anything contained in this clause 4, You agree that We may use Your Data to generate irreversibly anonymised and aggregated statistical and analytical data which may be:
   1. used internally by Us for research and development; and
   2. supplied to Third Parties.
2. The rights conferred by this clause 4.3 shall survive Termination.

1. Both parties must comply with their respective obligations under Privacy Law.
2. You acknowledge and agree that:
   1. to the extent that Your Data contains Personal Information, We are acting as Your agent for the purposes of a Privacy Law in collecting, holding and processing the Personal information through the Platform;
   2. You have collected and entered Personal Information into the Platform in accordance with Privacy Law, including obtaining consent therefor;
   3. It is Your responsibility to de-identify, encrypt, or otherwise secure Personal Information in accordance with Privacy Law applicable to You before processing such information through the Platform;
   4. It is Your responsibility not to permit any sensitive information (as defined in the Privacy Act) to be uploaded into the Platform;
   5. Your Data may be processed by Third Parties; and
   6. Your Personal Information may be stored on servers outside Australia.

1. It is Your responsibility to keep a separate backup of all Your Data in Your Digital Environment.
2. We will delete Your Data from the Platform 30 days after the Agreement is terminated.

1. If any party becomes aware of or suspects any Cyber Security Incident or other unuathorised access to or loss of Personal Information entered into the Platform:
   1. it must promptly (and in any event within 2 Business Days) notify the other party;
   2. it must co-operate with the other party in good faith to investigate and determine whether there has been an Eligible Data Breach under Part IIIC of the Privacy Act; and
   3. if notification to the Office of the Australian Information Commissioner (OAIC) Cor affected individuals is required, co-ordinate with Us on the content and timing of the notice.
2. We will evaluate any all incidents to which paragraph (a) refers and prepare any required satatement for the OAIC.

1. You must pay the Fee to Us monthly without deduction, set-off or counterclaim whatsoever.
2. The Fee will be paid by direct debit once in each calendar month.

1. If:
   1. the DDA is altered, deferred or cancelled by You; or
   2. the Fees become overdue by more than 7 days,

   Your access to the Platform may be suspended.

2. If Your access to the Platform is suspended under paragraph (a) and the circumstances leading to such suspension are not remedied within 7 days, Your Licence may be terminated.
3. You shall be liable to pay interest on overdue Fees from the due date at 10% per annum.

We may increase the Fees with 45 days' written notice to You.

1. You acknowledge and agree that all Intellectual Property in the:
   1. Platform;
   2. Artefacts; and
   3. such of the Underlying Systems as are not provided by You,

   is and remains Our property, and You must not, anywhere in the world:

   1. assert or contest ownership of the same;
   2. make or support any application to oppose registration or renewal by Us of any Intellectual Property; or
   3. assist anyone to do any of the things in paragraphs (iv) or (v).
2. You hereby assigns to Us all Intellectual Property (including all present and future rights in and to all improvements, developments and modifications to or of the Platform or any Intellectual Property) created, developed or made by You or on Your behalf, and must promptly execute all documents and do all other things which We reasonably require for the purpose of assigning to Us or registering or otherwise perfecting the assignment to Us of such Intellectual Property anywhere in the world.

If You provide any ideas, comments or suggestions relating to the Platform or the Underlying Systems, We may use or disclose the same for any purpose.

You must:

1. keep confidential the Confidential Information;
2. use the Confidential Information solely (and only to the extent necessary) for the Purpose; and
3. not copy any Confidential Information unless necessary (and only to the extent necessary) for the Purpose.

1. You must establish and maintain reasonable security measures to safeguard the Confidential Information against unauthorised access, use, theft, loss, modification, damage, reproduction and disclosure.
2. Without limitation to paragraph (a), You must:
   1. implement reasonable measures to maintain its Cyber Security, including by:
      1. having in place appropriate plans and procedures to allow it to respond efficiently and effectively to a Cyber Security Incident; and
      2. regularly reviewing Cyber Security measures to verify their application in practice;
3. If You become aware of a Cyber Security Incident which affects or is likely to affect Our Cyber Security or Yours, You must:
   1. immediately notify Us, providing full particulars;
   2. take all reasonable steps to mitigate or resolve the Cyber Security Incident; and
   3. share with Us any information about the Cyber Security Incident and Your Digital Environment that We may reasonably require.

You may disclose or copy Confidential Information to those of Your Personnel, who, having regard to the Purpose:

1. have a need to know and have (and only to the extent that each has a need to know and have) the Confidential Information;
2. are made aware that it must be kept confidential; and
3. have agreed in writing with You to comply with the terms of this clause 7.

You may disclose Confidential Information to a Third Party:

1. if and to the extent We grant express prior written consent to each such disclosure;
2. to such of Your professional and expert advisors who, having regard to the Purpose:
   1. have a need to know (and only to the extent that each has a need to know) the Confidential Information;
   2. are aware that it must be kept confidential; and
   3. have agreed in writing with You to comply with the terms of this clause 7 as if they were a party to it;
3. where required by Law, and in that event it must:
   1. promptly inform Us of any such anticipated or required disclosure;
   2. take any reasonable available steps to oppose its production;
   3. disclose only so much of the Confidential Information as is reasonably necessary to comply with the requirement;
   4. notifies the Third Party of its confidentiality; and
   5. otherwise uses all reasonable efforts to preserve its confidentiality.

Despite anything contained in this clause 7, no Confidential Information may be disclosed, used or copied to Our detriment or possible detriment.

1. Subject to any requirement of Law (and only to the extent of those requirements) upon Termination or receiving written notice from Us:
   1. Your right to retain and use Confidential Information ceases; and
   2. You must immediately comply with Our directions to return or destroy all Confidential Information in its possession or control.
2. We may require that any Confidential Information:
   1. be destroyed in its presence; or
   2. You provide a signed declaration to confirm destruction and the means thereof.
3. The obligation in paragraphs (a) and (b) do not apply to Confidential Information:
   1. to which clauses 4.1 or 4.2 refer;
   2. in any directors' papers, minutes of board meetings or any committee of such board, of Yours, prepared by You or on Your behalf in connection with the use of Platform for the Purpose;
   3. contained in any legal advice prepared by or on behalf of the Recipient in connection with the use of the Platform for the Purpose; and
   4. any archived electronic files created and maintained solely for back-up purposes.

You acknowledge and agree that:

1. in entering into the Agreement, You have not relied upon any representation, warranty, statement or promise except as set out in the Agreement;
2. You have entered into the Agreement after informing itself of the fitness of the Platform for the Purpose and for its own needs; and
3. the provisions of this clause 8 are fair and reasonable and that the parties are bound by it.

1. To the fullest extent permitted by law, We disclaim and exclude every condition, guarantee, warranty implied or incorporated terms which would otherwise arise or be implied or incorporated.
2. Where legislation or a rule of law precludes paragraph (a), Our liability to You is limited to (at Our option) to:
   1. supplying the Platform again; and/or
   2. the costs of having the Platform supplied again.
3. To the fullest extent permitted by law We shall not be liable to You for any:
   1. loss of profit, revenue, savings, use, data (including Your Data) or goodwill;
   2. consequential or indirect loss; or
   3. loss or damage arising from personal injury or death.
4. In any event, no party shall be liable to another for any loss or damage to the extent that the same was caused by the fault of the other party.
5. You must take reasonable steps to mitigate any loss or damage suffered as a result of any breach of the Agreement, whether the Agreement has been terminated or not.

1. You acknowledge that the Platform may incorporate Third Party applications or services unless expressly provided otherwise.
2. We give no warranty (including as to fitness for any purpose) or makes any representation about, and to the fullest extent permitted by law assumes no liability whatsoever for, such Third Party applications or services.
3. You grant Us permission to allow any such Third Party application or service and its provider access to such of the Data as is required for the interoperation of that application or service with the Platform, and to the fullest extent permitted by law We accept no liability whatsoever for any disclosure, modification or deletion of Data resulting from such access.

1. You indemnify Us against all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable legal fees and disbursements and costs in investigation, litigation, settlement, judgment, interest, fines and penalties) sustained or incurred as a result, directly or indirectly, of:
   1. any use of the Platform or the Underlying Systems by You contrary to the Access Conditions; and
   2. any breach of clauses 6 or 7 by You.
2. We indemnify You against any claim or proceedings brought against You to the extent that the claim or proceeding alleges that Your use of the Platform infringes a third party's Intellectual Property, provided that You:
   1. promptly advise Us in writing of such a claim;
   2. make no admission or liability or other concession;
   3. give Us complete authority and information required to conduct and/or settle negotiations and litigation relating to the claim; and
   4. any costs incurred or recovered are for Our account.
3. The indemnity in paragraph (b) does not apply to the extent that a claim arises from or in connection with Your breach of the Agreement.

1. You may terminate the Agreement by written notice, which shall become effective on the last day of the calendar month following the calendar month in which notice is given.
2. In the event that We give notice under clause 5.3:
   1. You shall be entitled to terminate the Agreement within 30 days thereof;
   2. such termination shall become effective on the day that the increase in Fees is to become effective; and
   3. You shall receive a pro rata refund in respect of any period after the said day in respect of which You have already paid.

1. Upon Termination, You must immediately cease accessing and using, and procure that all its Personnel cease accessing and using, all Confidential Information, the Platform, such of the Underlying Systems as it did not provide, and the Artefacts.
2. Termination shall not affect accrued rights.
3. The Access Conditions and clauses, 6 and 7 are continuing and shall survive Termination.

1. During the Term, We:
   1. may Identify You; and
   2. shall have a licence to reproduce any trade marks, service marks, logos and other branding,

   in marketing and publicity materials and on the Website.

2. You may revoke all or any part of the licence conferred by paragraph (a) upon 30 days' notice.

You warrant that:

1. the individual(s) executing the Agreement are duly authorised to do so;
2. You are authorised to enter into and perform the Agreement;
3. You are capable of performing the Agreement;
4. You conclude the Agreement in its personal capacity and not as an agent or trustee (unless stated in the Agreement); and
5. where You conclude the Agreement as a trustee:
   1. the trust is valid and subsisting;
   2. the trustee is the sole trustee and is authorised to conclude the Agreement;
   3. it does so for a proper purpose of the trust;
   4. it has the right to be indemnified out of the trust assets for all liabilities under or in connection with the Agreement; and
   5. it will promptly inform Us if it has ceased or will cease to be the trustee.

1. We reserve the right to amend or vary these Terms and Conditions from time to time and at any time. Notice of such changes will be published on the Website no less than 14 days before the same becomes effective. Continued access to the Platform following such publication constitutes acceptances of these Terms and Conditions as amended. It is Your responsibility to monitor the Website for amendments.
2. The Agreement is otherwise not amended unless in writing and signed by all parties.

No:

1. failure to require performance of a term of the Agreement by a Party; or
2. delay or indulgence by a party;

shall be a waiver of any right of that party or of its right to require performance at a later time.

1. A party may exercise a right at its discretion and separately or together with another right.
2. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later.
3. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
4. The rights and remedies provided in the Agreement are cumulative with and not exclusive of the rights and remedies provided under general law.

A party may send a notice in connection with the Agreement by email to any address specified for You in the Agreement.

1. The Agreement is for the benefit of the parties and their successors and assigns.
2. The parties and their successors and assigns are bound by the Agreement.
3. You may only assign its rights under the Agreement with Our written consent.
4. The rights and obligations of the parties will survive any assignment.

You acknowledge that damages may not be an adequate remedy for the loss and damage arising from a breach of the Access Conditions or clauses 6 and 7 and that We may seek injunctive or other equitable relief.

1. The Agreement shall be governed by the law applicable in Australia.
2. If You reside or are domiciled in Australia, New Zealand or Oceania, the parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.
3. If You reside or are domiciled elsewhere, any dispute arising out of or in connection with the Agreement, including any questions relating to its existence, validity, terms or termination, shall be referred to and finally resolved by arbitration administered by the WIPO Arbitration and Mediation Centre, the seat of arbitration being Singapore.