Antheon Workspace Terms of Service

These Terms of Service ("Terms") form a binding legal agreement between you and The Antheon Company ("Antheon", "we", "us" or "our") governing your access to and use of Antheon Workspace, including the Antheon Workspace platform and the Antheon products available on it — Antheon Campus, Antheon Study, Antheon Bloom, Antheon Educator, Antheon Guardian, Antheon Classroom and Antheon Pay — together with the websites, applications, APIs and integrations we make available (collectively, the "Service").

By creating an account, accessing or using the Service, you confirm that you have read, understood and agree to be bound by these Terms, our Privacy Policy, our Security Policy, our AI Use Policy, our Payments & Refunds Policy, and any School-specific addenda or order documents (collectively, the "Agreement"). If you do not agree, please do not use the Service.

If you are using the Service on behalf of an organisation (a "School"), you confirm that you have authority to bind that organisation to these Terms. References to "you" in these Terms include the School where applicable.

To use the Service you must:

• Be at least 13 years of age (or the relevant age of consent in your jurisdiction), or be an enrolled student of a School that has authorised your account and obtained any required parental or guardian consent.
• Be capable of forming a legally binding contract under applicable law, or be acting under the supervision of a parent, guardian or School that is capable of doing so on your behalf.
• Not be barred from using the Service under any law that applies to you.
• Not have previously been suspended or removed from the Service unless you have obtained our written permission to re-register.

The Service is provided for educational, administrative and family-engagement purposes within an enrolled School context, or for individual users with a Antheon-issued account. You may not use the Service for any other commercial purpose without our prior written consent.

You are responsible for the security of your account, including your password, single sign-on credentials, multi-factor authentication devices and passkeys. You must:

• Provide accurate and current information when registering, and keep it up to date.
• Take reasonable steps to keep your authentication credentials confidential.
• Not share your account with any other person, except as expressly permitted by the Service for delegated access.
• Notify us through the Antheon Support Center as soon as you are aware of any actual or suspected unauthorised use of your account.

We may suspend, restrict or terminate accounts that we reasonably believe have been compromised or that are being used in breach of the Agreement.

As between you and Antheon, you and your School own all rights in the data that you or your School upload to, generate within, or transmit through the Service, including student records, class records, academic records, communications, configuration, custom content and integrations ("School Data").

You grant Antheon a limited, non-exclusive, royalty-free, worldwide licence to host, store, process, transmit, copy, back up, display and distribute School Data only to the extent necessary to operate, maintain, secure and improve the Service, to comply with applicable law and to perform our obligations under the Agreement. This licence ends when the relevant School Data is deleted in line with our retention practices.

You must not upload to the Service any data for which you do not have all necessary rights and consents. You are responsible for the accuracy, quality, integrity and lawfulness of all School Data and for the means by which you acquired it.

You must not, and must not permit any person to:

• Use the Service in a way that breaches any law or industry standard that applies to you, including Australian privacy, consumer, telecommunications and education law.
• Misappropriate or infringe the intellectual property, privacy, publicity, contract or any other rights of another person.
• Upload or transmit viruses, ransomware, malicious code or similar harmful software.
• Attempt to gain unauthorised access to any part of the Service, the systems on which it runs, the accounts of other users, or any data not intended for you.
• Interfere with or disrupt the Service, including by sending spam, denial-of-service traffic, or excessive automated requests.
• Use the Service to harass, threaten, defame, deceive, exploit, dox, stalk or otherwise harm any person, particularly children.
• Scrape or harvest content or personal information from the Service, except as expressly permitted by a Antheon-published API and accompanying documentation.
• Reverse engineer, decompile, replicate or attempt to derive the source code of any component of the Service, except to the extent permitted by Australian law.
• Resell, sublicense, white-label, rent or otherwise transfer the Service to any third party without our prior written consent.
• Use the Service to train, evaluate, benchmark or otherwise develop a competing product or service.
• Misrepresent your identity or affiliation, including by impersonating Antheon staff or other users.

Antheon may investigate and respond to any actual or suspected breach of this section, including by suspending or terminating accounts, removing content, cooperating with law enforcement and pursuing legal remedies.

Antheon and its licensors retain all rights in the Service, including all software, content, designs, layouts, copy, graphics, trade marks, trade names and the structure of the user interface (collectively, the "Antheon IP"). Nothing in the Agreement transfers any Antheon IP to you.

"Antheon", "Antheon Workspace", "Antheon Campus", "Antheon Studio", "Antheon Bloom", "Antheon Educator", "Antheon Guardian", "Antheon Classroom", "Antheon Pay" and our associated logos and product wordmarks are trade marks of The Antheon Company. You may not use them without our prior written consent, except as expressly permitted by these Terms.

From time to time, Antheon may make beta, alpha, preview, pilot or experimental features available to selected customers ("Beta Features"). Beta Features are provided "as is" and "as available", may be incomplete or unstable, and may be modified or discontinued at any time without notice. Service-level commitments do not apply to Beta Features.

The Service may integrate with, link to or interoperate with third-party services that are not owned or controlled by Antheon ("Third-Party Services"). Your use of any Third-Party Service is governed by the terms and policies of the relevant third party. Antheon does not warrant or endorse any Third-Party Service and is not liable for any loss arising from your use of one.

Where a Third-Party Service is integrated at your direction, you authorise Antheon to exchange data with that Third-Party Service on your behalf in line with your configuration.

Fees, billing cadence, payment methods and other commercial terms are described in your School's order, the subscription you select in the Service or our published pricing (collectively, an "Order"). Unless otherwise agreed in writing:

• Fees are billed in advance for the subscription term and are non-refundable except as required by the Australian Consumer Law or as set out in our Payments & Refunds Policy.
• Fees are exclusive of GST and other applicable taxes, which are payable on issue of a valid tax invoice.
• If you do not pay an undisputed amount when due, we may suspend access to the Service after providing reasonable notice and may charge interest on overdue amounts at a reasonable commercial rate.
• You authorise us to charge your payment method on file for renewals.

Unless otherwise stated in an Order, the initial subscription term for a School begins on the activation date and continues for the period set out in the Order, after which it will automatically renew on the same terms unless either party gives reasonable written notice of non-renewal before the end of the then-current term.

You may downgrade or cancel a self-serve subscription from within the Service. Cancellation takes effect at the end of the then-current billing cycle.

Antheon aims to provide a reliable, supported Service. Service-level commitments and support response targets, where they apply to your subscription, are described in your Order or in the published service-level documentation we make available to you. Support is available through the Antheon Support Center.

Antheon will provide the Service with reasonable care and skill. To the maximum extent permitted by law, all other warranties, conditions, representations and guarantees, whether express, implied, statutory or otherwise, are excluded. The Service is provided on an "as is" and "as available" basis.

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other law that cannot be excluded, restricted or modified. To the extent we are permitted to limit liability for breach of a non-excludable consumer guarantee, our liability is limited to (at our election) the supply of the Service again, or the payment of the cost of having the Service supplied again.

You indemnify Antheon and our officers, employees, contractors and affiliates from and against all liabilities, losses, damages, costs and reasonable legal fees arising out of any third-party claim that:

• School Data infringes the intellectual property, privacy or other rights of a third party;
• You have used the Service in breach of the Agreement;
• You have used the Service in breach of applicable law; or
• You have failed to obtain any required consent (including from students, parents, employees or other persons) for the processing of personal information through the Service.

We will give you prompt notice of any claim, reasonable cooperation in defending the claim at your expense and (where we wish to) the right to assume sole control of the defence and settlement.

To the maximum extent permitted by law, Antheon's total aggregate liability arising out of the Agreement (whether in contract, tort, equity, under statute or otherwise) is limited to the fees you have paid us in the 12 months immediately preceding the event giving rise to the liability.

To the maximum extent permitted by law, Antheon is not liable for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data, loss of anticipated savings, or any indirect, special or consequential loss, however caused.

We may suspend or terminate the Service, in whole or in part, if:

• You commit a material breach of the Agreement and, if the breach can be remedied, you do not remedy it within a reasonable period after we give you written notice.
• You become insolvent, enter administration, are wound up or are unable to pay your debts as they fall due.
• We are required to do so by law, court order, regulator or law enforcement.
• We reasonably believe that continued provision of the Service may cause material harm to other users, to Antheon, or to the operation of the Service itself.

After termination, your right to access the Service ends. For a reasonable period after termination we will provide you with reasonable assistance to export School Data, after which we will delete it in line with our retention practices.

We may update these Terms from time to time. If we make a material change, we will give you reasonable notice by email or by an in-product notice. The most current version of these Terms is always available from the Antheon Workspace footer. By continuing to use the Service after a change takes effect, you agree to the updated Terms.

The Agreement is governed by the laws of New South Wales, Australia. You and Antheon irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, and the courts that hear appeals from those courts, in respect of any dispute under or in connection with the Agreement.

Before starting legal proceedings, the parties will try in good faith to resolve the dispute through discussion at an operational level, escalating to senior representatives if it is not resolved within a reasonable period. This requirement does not prevent either party from seeking urgent interlocutory or injunctive relief.

• Entire agreement — the Agreement is the entire agreement between you and Antheon regarding the Service and supersedes all prior or contemporaneous agreements on the same subject.
• Assignment — you may not assign the Agreement without our prior written consent. We may assign the Agreement to a related body corporate or to a successor in connection with a merger, sale or restructure.
• Severability — if any provision is found to be unenforceable, the remaining provisions remain in full force and effect.
• Waiver — failure to enforce a provision is not a waiver of that provision or of any future right to enforce it.
• Force majeure — neither party is liable for a failure to perform that is caused by an event beyond its reasonable control.
• Notices — notices to Antheon may be sent through the Antheon Support Center. Notices to you may be sent to the email address on your account or posted in the Service.
• Counterparts and electronic signatures — the Agreement may be executed in counterparts and accepted electronically.

In these Terms:

• "Affiliate" means a related body corporate as defined in the Corporations Act 2001 (Cth).
• "Agreement" has the meaning given in the Acceptance section.
• "Business day" means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.
• "School Data" has the meaning given in the School Data section.
• "Antheon IP" has the meaning given in the Intellectual Property section.
• "Service" has the meaning given in the Acceptance section.