1. Reading and Accepting These Terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in Schedule 2 (Definitions).

By clicking "I accept these Terms", creating an Account, paying for your Subscription, or otherwise accessing or using the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you (the person or entity acquiring a Subscription) and us.

We may update these Terms at any time by posting the revised version on our Website and, for material changes, notifying you by email or in-app notification. Your continued use of the Solution following such an update constitutes acceptance of the revised Terms.

Where these Terms are accepted by a parent, guardian, or authorised representative on behalf of another individual (including a minor), that person warrants that they have sufficient authority to accept these Terms on that individual's behalf and agrees to indemnify us for any loss or damage suffered by us if these Terms are found to be unenforceable against that individual for any reason.

2. Term

These Terms commence on the date you agree to be bound by them as set out in clause 1 and continue for any Trial Period, Subscription Period and Renewal Periods applicable, unless terminated earlier in accordance with clause 12.

3. Duration of Your Subscription

(Automatic renewal) Subject to clause 3(b), upon expiration of the Subscription Period, paid Subscriptions will automatically renew for successive periods equal to the original Subscription Period ('Renewal Period'), unless cancelled in accordance with clause 12.

(Cancellation to prevent renewal) Either party may prevent automatic renewal by providing written cancellation notice at least 30 days prior to the end of the current Subscription Period or Renewal Period ('Renewal Date').

(Renewal notice) At least 30 days prior to each Renewal Date, we will provide you with advance written notice of the upcoming renewal and any changes to Subscription Fees or these Terms ('Renewal Notice').

4. The Solution

This section applies to Space Owners. End Users should refer to Schedule 1: End User Terms.

4.1 Scope of Your Subscription

We will provide you, to the extent described in your Subscription, the Software and the Documentation ('Solution').

Your Subscription includes the benefits and limitations as set out on our Website, in any Order Form, or as otherwise communicated to you when you subscribe (and as may be amended from time to time by notice to you).

4.2 Space Owner Accounts

(Accounts) To create a Teaching Space, you must create an account through the Website ('Account'). You must be at least 18 years of age to create a Space Owner Account, or have authorisation from your Institution.

(Provide Information) As part of Account registration, you will be required to provide certain information, including your email address, name, and role. Additional information may be required depending on your Subscription type, such as organisation details and payment information.

(Warranty) You warrant that any information you provide is accurate, correct and up-to-date.

4.3 Teaching Spaces

Space Owners may create one or more Teaching Spaces within their Account. A Teaching Space is a dedicated environment where the Space Owner can invite End Users and configure settings.

Space Owners may designate one or more Space Admins who can assist with managing the Teaching Space.

4.4 Accuracy and General Disclaimers

The Software utilises artificial intelligence. While we strive for accuracy, errors may occur. We do not warrant or guarantee the accuracy, completeness, or reliability of any AI-generated content.

Information provided through the Solution is general in nature and does not constitute professional advice. You are responsible for complying with all applicable laws relevant to your use.

4.5 Software Licence

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the number of Seats included in your Subscription.

We may release enhancements or new versions from time to time. We may change features of the Solution on reasonable notice to you.

4.6 Invites, Seats and Supervision

(Authority to invite) By inviting End Users to a Teaching Space, the Space Owner represents and warrants that they have the authority to do so, including:

• obtaining any required parental or guardian consent for minors under 13;
• providing any required notices to End Users about data collection and use;
• complying with applicable laws regarding minors' access to online services, including COPPA (US), the Children's Code (UK), and the Privacy Act (Australia).

(Seat allocation) Space Owners control the allocation of Seats, including adding, removing, and reassigning End Users.

(Space Owner responsibilities) Space Owners are responsible for:

• managing Invites and Seat allocations;
• configuring Teaching Space settings, including the Improvement Data Toggle;
• ensuring End Users are aware of and comply with Schedule 1 (End User Terms);
• supervising End User activity to the extent required by applicable policies.

4.7 Support Services

We will provide general support where reasonably necessary to resolve technical issues. We do not guarantee 24/7 availability or specific response times.

5. Space Owner Obligations

5.1 Information and Cooperation

You agree to provide accurate information and reasonable assistance required to provide the Solution.

5.2 User Content

You warrant that all content you provide is accurate and that you have all necessary rights and authorisations. You release us from liability arising from content being incomplete, inaccurate, or infringing third party rights.

5.3 End User Compliance

Space Owners must ensure that all End Users within their Teaching Space comply with Schedule 1 (End User Terms). Space Owners:

• Are responsible for communicating applicable policies to End Users;
• Must notify Bloom of any suspected breaches;
• Indemnify Bloom for any damage arising from End User conduct within their Teaching Space.

5.4 Space Owner Prohibited Conduct

Space Owners must not:

• Copy, modify, reverse engineer, or create derivative works of the Software;
• Sell, sublicense, or transfer the Solution;
• Remove or alter any proprietary notices;
• Exceed the number of Seats in their Subscription;
• Upload harmful, illegal, or inappropriate content;
• Use the Solution for any illegal or fraudulent purpose.

We may suspend or terminate any Account if we reasonably believe a breach has occurred.

6. Fees and Payments

6.1 Free Tier

We may offer a Free Tier with limited features. Free Tier:

• Is subject to these Terms;
• May have usage limits;
• Has Improvement Data Toggle set to ON by default (see Section 7.6);
• May be modified or discontinued on reasonable notice.

6.2 Trial Period

We may offer free trials for paid features. Your first payment is due after the trial expires unless you cancel before that date.

6.3 Institution Billing

For Institutions with an Order Form:

• Order Form governs: Specifies Seats, fees, billing cycle, and term.
• Invoicing: Fees are invoiced annually in advance; payment due within 30 days.
• Renewal: Auto-renews unless either party provides 60 days' written notice.
• Seat adjustments: Additional Seats pro-rated for the remainder of the term.

6.4 Self-Serve Educator Billing

For self-serve educators subscribing through the Website:

• Payment: Processed via Stripe. You agree to Stripe's terms.
• Billing cycle: Monthly or annual (annual at a discount).
• Auto-renewal: Renews automatically unless you cancel.
• Cancellation: Cancel anytime via Account settings; takes effect end of billing period.
• Grace period: Cancel within 7 days of a renewal charge to request a refund.

6.5 Fee Changes

We will provide at least 30 days' notice before fee increases. Changes apply from your next billing period. You may cancel before new fees take effect.

6.6 Taxes

Fees are exclusive of GST (Australia), VAT (UK/EU), sales tax (US), and other applicable taxes. You are responsible for all applicable taxes.

7. Intellectual Property, Data and Training

7.1 Bloom's Intellectual Property

Bloom retains all ownership and intellectual property rights in the Software, Documentation, and all content we provide. Nothing transfers ownership to you.

7.2 Your Inputs

(Ownership) You retain ownership of all content you upload or input ('User Inputs').

(Licence to Bloom) You grant Bloom a non-exclusive, worldwide, royalty-free licence to use User Inputs solely for providing and improving the Solution.

7.3 AI-Generated Outputs

You may use AI-generated content ('Outputs') for any lawful purpose consistent with your Subscription. Bloom does not warrant that Outputs are unique, accurate, or free from third party IP claims. You are responsible for verifying and using Outputs appropriately.

7.4 Aggregated and De-identified Data

Bloom may use aggregated, de-identified data for product improvement, analytics, research, and marketing. This data will not identify you or any individual End Users. Aggregated data may be used regardless of Improvement Data Toggle settings.

7.5 Infringement

You warrant that your User Inputs do not infringe third party rights. You agree to indemnify Bloom for any claims arising from your User Inputs.

7.6 Improvement Data Toggle

(Space Owner control) Space Owners can control whether Teaching Space data may be used to improve and train our AI models through a setting ('Improvement Data Toggle').

(Defaults)

• Free Tier: Toggle is ON by default. Space Owners may turn it OFF anytime.
• Paid Tiers: Toggle is OFF by default. Space Owners may turn it ON if they wish.

(What "training" means) When ON, we may use conversation data to:

• Train and fine-tune our AI models;
• Evaluate and test model performance;
• Conduct human review for quality and safety.

(When changes take effect) Changes apply prospectively. Data collected while ON may continue to be used. Data collected after turning OFF will not be used for training.

(Aggregated data) De-identified and aggregated usage metrics may still be used regardless of the Toggle setting.

8. Third Party Software & Terms

The Solution may integrate with third party services. We are not liable for the functionality, availability, or security of any third party services.

Bloom uses third party AI service providers. By using Bloom, you consent to necessary data transmission to these providers.

9. Confidentiality

Each party must keep confidential any non-public information disclosed by the other party that is designated as confidential or should reasonably be understood to be confidential.

Each party must promptly notify the other of any suspected breach and cooperate in investigating such breaches.

10. Privacy

We collect and process personal information as described in our Privacy Policy.

Space Owners are responsible for ensuring End Users are aware of and consent to data collection and processing.

11. Liability

11.1 Warranties

We warrant that the Solution will be provided substantially as described and that, to our knowledge, use in accordance with these Terms will not infringe third party IP rights.

To the maximum extent permitted by law, all other warranties are excluded.

11.2 Limitation of Liability - Space Owners

Our total liability to Space Owners is limited to the fees paid in the 12 months preceding the claim.

11.3 Limitation of Liability - End Users

See Schedule 1, Section 6. Our total liability to End Users is limited to $100 AUD in aggregate.

11.4 Exclusion of Consequential Loss

Neither party is liable for indirect, incidental, special, or consequential loss, except for fraud, wilful misconduct, gross negligence, personal injury, or to the extent liability cannot be excluded by law.

11.5 Consumer Law Protections

Nothing limits rights under applicable consumer protection laws that cannot be excluded, including the Australian Consumer Law, Consumer Rights Act 2015 (UK), or US state consumer protection statutes.

11.6 Space Owner Indemnity

Space Owners indemnify Bloom from claims arising from: breach of Terms; End User conduct; failure to obtain required consents; or use in violation of law.

12. Cancellation

12.1 Cancellation by Us

We may suspend or terminate access immediately for breach, non-payment, insolvency, or if required by law. If we terminate without cause, we provide a pro-rata refund.

12.2 Cancellation by Space Owner

Self-serve educators may cancel via Account settings; takes effect end of billing period. Institutions may cancel per their Order Form or with 60 days' notice.

12.3 Termination of End User Access

See Schedule 1, Section 7. End User access terminates when removed from a Teaching Space, when the Space Owner's Subscription terminates, or for breach.

12.4 Effect of Termination

Upon termination, licences terminate, you must cease use, and we may delete data per Section 13. Sections 7, 9, 11, and 17 survive termination.

13. Data Retention and Deletion

(During Subscription) We retain User Data while your Subscription is active.

(After termination)

• We retain User Data for 30 days to allow data export or reactivation.
• After 30 days, we delete from active systems; backups may persist up to 90 days.
• Aggregated and de-identified data may be retained indefinitely.

(Data export) Space Owners may request export before termination by contacting support.

(Deletion requests) Request deletion at [email protected]. We may retain data as required by law.

14. Dispute Resolution

A party must not commence legal proceedings (except urgent injunctive relief) without first giving written notice and allowing 14 days for resolution.

15. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, war, pandemics, government actions, etc.). The affected party must notify the other promptly.

16. Notices

Notices must be in writing. Notices to you via your Account email. Notices to us at [email protected]. Deemed received 24 hours after sending by email.

17. General

17.1 Governing Law

(Space Owners) Governed by NSW, Australia law; exclusive jurisdiction of NSW courts.

(End Users) See Schedule 1, Section 8. Nothing affects mandatory consumer protection rights. Consumer End Users may bring proceedings in their country of residence.

17.2 Waiver

No waiver is effective unless in writing and signed.

17.3 Severability

Invalid provisions are severed; remaining provisions continue in force.

17.4 Assignment

You may not assign without consent. We may assign to affiliates or in connection with a sale.

17.5 Entire Agreement

These Terms, Order Forms, and Privacy Policy constitute the entire agreement.