Enterprise Licence Policy

Table of Contents

1. Parties and Definitions
2. Scope and Relationship to Other Agreements
3. Grant of Enterprise Licence
4. Authorised Users and Eligibility
5. Licence Restrictions and Acceptable Use
6. Ownership and Intellectual Property
7. Enterprise Administration and Account Management
8. Employee Privacy and No Monitoring
9. Data, Privacy and Security
10. Support, Maintenance and Service Levels
11. Fees, Billing and Renewal
12. Confidentiality
13. Warranties and Disclaimers
14. Limitation of Liability
15. Indemnities
16. Term and Termination
17. Governing Law and Dispute Resolution
18. General Provisions
19. Contact Information

1. Parties and Definitions

1.1 Parties

This Enterprise Licence Policy ("Policy") is a legally binding agreement between:

• the organisation named as the Enterprise Customer in an executed Order Form ("Enterprise Customer", "you" or "your"); and
• Thrive Strong Group Pty Ltd (ABN 41 691 205 366, ACN 691 205 366), trading as LinkedWithin, of 490 Northbourne Ave, Dickson ACT 2602, Australia ("LinkedWithin", "we", "us" or "our").

1.2 Definitions

• "Account": an individual LinkedWithin account, registered to and controlled by one natural person, used on the web at linkedwithin.com or in the LinkedWithin iOS or Android app.
• "AI Within": the AI assistant within the Platform. It works only with the information the Account holder chooses to keep in their Account.
• "Authorised User": a natural person aged 18 or over, within the Eligible Group, whom you nominate under an Order Form and who chooses to hold an Account sponsored under this Policy.
• "Business Day": a day other than a Saturday, Sunday or public holiday in Canberra, Australian Capital Territory.
• "Confidential Information": non-public information disclosed by one party to the other under the Enterprise Agreement that is marked confidential or that a reasonable person would understand to be confidential. User Content is not Confidential Information of either party under this Policy; it belongs to the Authorised User and is governed by our Privacy Policy and Section 8.
• "Drive Lifeline": the staged rules in our Terms and Conditions that apply to Within Drive files when an Account moves to a plan with a smaller storage quota.
• "Eligible Group": the class of persons (for example employees, contractors, members, or adult learners and staff) stated in the Order Form from which Authorised Users may be nominated.
• "Enterprise Agreement": this Policy together with an executed Order Form and any schedule expressly attached to that Order Form.
• "Enterprise Contact": the individual you name in the Order Form as your commercial and billing contact.
• "Enterprise Licence": the rights granted to you in Section 3.
• "Family Profile": a profile that an Account holder keeps within their own Account about a member of their family, under our Terms and Conditions.
• "Fees": the amounts payable to us under an Order Form.
• "Governing Documents": our Terms and Conditions, EULA, Privacy Policy, Cookie Policy, Acceptable Use Policy and Professional Disclaimer, and the other policies published at linkedwithin.com/legal, each as updated from time to time.
• "GST": goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• "Intellectual Property Rights": all patents, copyright, trade marks, designs, trade secrets, database rights and other intellectual property rights, registered or not, anywhere in the world.
• "Order Form": LinkedWithin's Enterprise Order Form, completed and signed by both parties.
• "Order Form Data": the business contact details, and the names and email addresses of nominated persons, that you give us to administer an Order Form.
• "Plan": the paid subscription tier applied to an Account under an Order Form, being Grow or Thrive as described at linkedwithin.com/plans on the Order Form Date.
• "Platform": the LinkedWithin web platform and mobile applications, including AI Within, Within Drive, Feed Within and the Family Section.
• "Term": the period stated in the Order Form, including any renewal period.
• "User Content": everything an Authorised User creates, enters, uploads or generates in their Account, including entries in any life area, Family Profiles, Within Drive files, Feed Within entries and AI Within conversations, memories and outputs.

2. Scope and Relationship to Other Agreements

2.1 What LinkedWithin is

Across all of our documents we describe the Platform in the same way:

"LinkedWithin is a private, personal life-organisation platform. You organise your life across areas (Myself, Health, Family, Finance, Legacy, Schedule and more), keep private files in Within Drive, see your own timeline in Feed Within, and get help from AI Within, an AI assistant that works only with the information you choose to keep in your account. LinkedWithin is not a social network: nothing you create is visible to other users, there are no public profiles, feeds, comments or messaging between users, and there is no advertising."

In that description "you" is the individual user. In this Policy "you" means the Enterprise Customer.

2.2 When this Policy applies

This Policy applies when you sign an Order Form. It does not apply to individuals who subscribe personally, and it does not create any account, right or licence for an organisation as such. If you have not signed an Order Form, you have no rights under this Policy.

2.3 The documents that apply, and their order

• Between you and LinkedWithin, the following apply in this order if they conflict: Special Terms recorded in the Order Form; the rest of the Order Form; this Policy; the Governing Documents to the extent they apply to an organisation.
• Between LinkedWithin and each Authorised User, the Terms and Conditions, the EULA and the Privacy Policy govern, in that person's personal capacity. Nothing in an Order Form or this Policy reduces an Authorised User's rights under those documents or under law, and you cannot agree to anything on an Authorised User's behalf.

2.4 Your role with Authorised Users

You must make sure that every person you nominate understands, before they accept an invitation, that their Account is personal, is governed by the Governing Documents, and is not visible to you (Section 8).

3. Grant of Enterprise Licence

3.1 What an Enterprise Licence is

An Enterprise Licence is a commercial arrangement. Under it, you pay for (or reimburse) the Plan on a stated number of Accounts held by your Authorised Users. Each Authorised User holds their own personal Account, accepts the Terms and Conditions, EULA and Privacy Policy personally, and is the only person who can access that Account. The licence to use the Platform software is granted to each Authorised User under the EULA, not to you.

3.2 What you receive

Subject to this Policy and payment of the Fees, LinkedWithin grants you, for the Term, the non-exclusive and non-transferable right to:

• have the Plan stated in the Order Form applied to the Accounts of up to the number of Authorised Users stated in the Order Form;
• offer participation to members of the Eligible Group and nominate them under Section 4; and
• describe the arrangement accurately in your internal communications, using the LinkedWithin name (but not our logo without our written consent).

3.3 What you do not receive

The Enterprise Licence does not give you:

• any account, login, workspace or tenancy of your own on the Platform;
• any access to, or right in, an Authorised User's Account or User Content;
• any right to resell, sublicense or commercialise access to the Platform;
• any right to use the Platform as a business system of record, a human-resources tool or a wellbeing-monitoring tool; or
• any feature that does not exist in the Platform on the Order Form Date (Section 7.3).

3.4 What exists today, and what does not

Exists today

Does not exist today

Individual Accounts on the web, iOS and Android Free, Grow and Thrive plans, and Drive Keeper storage-only plans AI Within (text on every plan, with a monthly message allowance; voice on plans that include it), with a screen where the Account holder sees and deletes what it remembers Within Drive, Feed Within, the Family Section, the Within Player and (before public launch) shared cards the Account holder chooses to publish Sign-in by email and password, Google or Apple Account closure by the Account holder with a 30-day change-of-mind window, then permanent deletion A public Help Centre at linkedwithin.com/help

An organisation account, workspace or tenancy An administration console or seat management Single sign-on (SAML), directory sync or guest access API access or integrations Organisation-level settings, reporting or usage dashboards Data residency or in-region hosting options

4. Authorised Users and Eligibility

4.1 Minimum age: 18

Every Authorised User must be at least 18 years old. A person under 18 cannot hold an Account in any circumstances, including under an Education licence. You must not nominate anyone under 18. If we learn that a nominated person is under 18 we will decline the nomination or close the Account under our Terms and Conditions, and no Fees are payable for that Account from that date.

4.2 Education licences

Where the Order Form describes an Education licence, the Eligible Group is limited to adult learners and staff aged 18 or over. LinkedWithin does not offer Accounts to school students, and the Platform is not designed for use by children. A parent or legal guardian who holds an Account may keep a Family Profile about their own child under our Terms and Conditions; that is the parent's personal choice and is not part of any Education licence.

4.3 Voluntary participation

Participation is always the individual's choice. A person you nominate may decline, may create an Account and later stop using it, and may delete their Account at any time. You must not make creating, keeping or using an Account a condition of employment, engagement, enrolment, promotion, pay, benefits, leave or performance assessment (Section 8).

4.4 Nominating Authorised Users

You nominate a person by sending their name and email address to contact@linkedwithin.com with "Enterprise Support" in the subject line. Sign-up is by invitation: we send each nominated person an invitation to create an Account or, if they already hold one, we apply the Plan to that Account after they confirm they wish to take part. Invitations expire after a short period and can be re-issued on request. You warrant that you may lawfully give us those details and that you have given each person the Participation Notice in Section 8.6 before nominating them.

4.5 One Account per person

An Account is personal to one natural person and may not be shared. An Authorised User may use their Account for any personal purpose permitted by the Terms and Conditions, including keeping Family Profiles about their own family. Family Profiles are part of that person's Account and are not additional Accounts.

4.6 Number of Accounts, replacements and additions

• The Order Form states the number of Accounts you sponsor. Fees are payable for that number whether or not every place is taken up.
• If an Authorised User leaves the Eligible Group (for example, leaves your employment) or asks to leave the program, you may tell us and nominate a replacement for the remainder of the Term. Sponsorship of the departing person's Account ends when we process your notice; the Account itself is not affected (Section 16.4).
• Additional Accounts may be added during the Term at the per-Account rate in the Order Form, pro rata for the remainder of the current billing period. Reductions take effect at renewal.

4.7 People who already subscribe

If a nominated person already pays for a Plan personally, we apply the sponsored Plan from the end of their current paid period unless they cancel earlier. A subscription bought through the Apple App Store or Google Play can only be cancelled by the Account holder through that store. No refund of a personal subscription arises from sponsorship, beyond the refund rights in our Terms and Conditions.

4.8 Countries and sanctions

We may decline a nomination for a person in a country where we do not offer the Platform, or where sanctions or local law prevent us from doing so. You warrant that neither you nor any nominated person is the subject of sanctions administered by Australia, the United Nations, the United States, the United Kingdom or the European Union.

5. Licence Restrictions and Acceptable Use

5.1 General restrictions

You must not, and must not encourage or permit an Authorised User to:

• resell, sublicense, rent, lease or otherwise make the Platform available to anyone outside the Eligible Group, or use it to provide services to third parties;
• copy, modify, reverse engineer, decompile or create derivative works of the Platform, except to the extent the law allows despite this clause;
• use automated tools to access, extract or scrape the Platform;
• interfere with security, authentication, rate limits or usage allowances;
• use the Platform, or anything derived from it, to build, train or improve a competing product or service;
• publish benchmarking or performance results about the Platform without our written consent; or
• use our name or logo to imply endorsement, partnership or affiliation beyond what Section 3.2 allows.

5.2 AI Within: acceptable use for organisations

AI Within is an AI assistant. It is not a human, it can be wrong, and it does not give medical, mental-health, legal, financial, religious or human-resources advice. You must not:

• treat or present AI Within outputs as professional advice, or base any decision about a person's employment, engagement, enrolment, health, credit or benefits on them;
• require, encourage or expect Authorised Users to enter your confidential information, trade secrets, client data or other people's personal information into AI Within or anywhere else on the Platform;
• ask Authorised Users to share their AI Within conversations with you; or
• represent to Authorised Users that AI Within is a counselling, therapy, coaching or crisis service. It is not, and our Professional Disclaimer explains where to get help.

AI Within outputs are not warranted (Section 13.3).

5.3 The Platform is personal, not a business tool

The Platform is designed for a person's own life. You must not require Authorised Users to keep your organisation's records, documents or communications in it, and you must not rely on it as a business record-keeping, compliance or archiving system.

5.4 Acceptable Use Policy

Each Authorised User is bound by our Acceptable Use Policy. We enforce it directly with the Account holder under our Terms and Conditions. We do not involve you in, or inform you of, enforcement action concerning an individual (Section 8).

6. Ownership and Intellectual Property

6.1 The Platform

All Intellectual Property Rights in the Platform, including its design, code, interfaces, trade marks, logos and content created by LinkedWithin, remain with Thrive Strong Group Pty Ltd or its licensors. Nothing in this Policy transfers ownership of the Platform to you or to any Authorised User.

6.2 User Content belongs to the individual

User Content belongs to the Authorised User who created it, on the terms in our Terms and Conditions. As between you and LinkedWithin, nothing in this Policy or an Order Form gives you any right, licence or interest in User Content, whether or not it was created on a device you own, during working hours, or refers to your organisation. Any question between you and an Authorised User about ownership of information they choose to record is a matter between you and them; it does not bind LinkedWithin, and we act only on the Account holder's instructions.

6.3 Order Form Data and your Confidential Information

You keep all rights in Order Form Data and in your Confidential Information. You grant us a licence to use Order Form Data solely to administer the Enterprise Agreement (Section 9.2).

6.4 Feedback

If you or an Authorised User give us suggestions about the Platform, we may use them without obligation, but we will not identify you or the individual without consent.

6.5 Aggregated data

We may use aggregated, de-identified statistics about Platform use to operate and improve the Platform, as our Privacy Policy describes. We do not provide you with statistics about your Authorised Users, aggregated or otherwise, other than the information described in Section 7.2.

7. Enterprise Administration and Account Management

7.1 Enterprise Contact

You must name an Enterprise Contact in the Order Form and keep their details current. The Enterprise Contact is our point of contact for nominations, invoices, notices and renewals, and must be authorised to act for you. You are responsible for keeping Order Form Data and any invitation details in your possession secure.

7.2 How administration works today

There is no administration console. All administration is done by email between the Enterprise Contact and contact@linkedwithin.com with "Enterprise Support" in the subject line. The only information we give you about individuals is, for each person you nominated, whether the invitation has been accepted and the sponsored Plan applied, so that Fees and replacements can be managed. On request we will also confirm the total number of sponsored Accounts currently active under your Order Form. We do not tell you whether or how an Authorised User uses their Account, when they sign in, what Plan allowances they have used, whether they have deleted their Account, or anything about their User Content.

7.3 Optional features, if and when made available

Single sign-on, directory integration, an administration console, API access, organisation-level settings and data residency options are not available. If we make any such feature available in future, it will be offered only under written terms attached to an Order Form, and it will be designed so that the commitments in Section 8 continue to hold: no feature will give you access to User Content, AI Within conversations or an individual's usage. Nothing in this Policy obliges us to develop or offer any feature, and no statement on our website or by our staff about future features forms part of the Enterprise Agreement.

8. Employee Privacy and No Monitoring

8.1 Why this Section exists

The Platform holds each Authorised User's most personal information: health, family, finances, beliefs, goals, private files and conversations with AI Within. It is private by design. This Section protects that privacy when an organisation pays. It applies whether the Authorised User is your employee, contractor, member or learner, and it survives the end of the Enterprise Agreement.

8.2 What LinkedWithin will never disclose to you

We will not disclose to you, and you will not receive: User Content; AI Within conversations, memories or outputs; Within Drive files; Family Profiles; whether or when an Authorised User signs in or how they use the Platform; Plan allowances used; support requests, complaints, reports or enforcement action concerning an individual; or the fact that an individual has deleted their Account. The only exceptions are: (a) the invitation information in Section 7.2; (b) where an Authorised User, of their own free choice, shares something with you themselves; and (c) where we are compelled by law or a court order, in which case we will tell the Authorised User unless the law prohibits it.

8.3 What you must not do

You must not, directly or indirectly:

• ask, require or pressure an Authorised User to disclose User Content, AI Within conversations, or how they use their Account;
• make creating, keeping or using an Account a condition of employment, engagement, enrolment, promotion, pay, benefits, leave or performance assessment, or treat anyone less favourably for declining or stopping;
• attempt to access an Account, including through shared credentials, device management, keystroke logging, screen capture, network interception or observation;
• use the Platform, or the sponsorship program, to monitor, surveil, assess or profile any person;
• require or direct Authorised Users to record particular information in the Platform, to use it in a particular way, or to share a card from it (a shared card is public and is the Authorised User's choice alone);
• ask us for information about an individual beyond Section 7.2; or
• tell Authorised Users or anyone else that you can see their data, or otherwise misdescribe the arrangement.

8.4 Devices you own

If an Authorised User chooses to use a work-issued device, your device policies may apply to that device, but you must not use device management, monitoring or backup tools to capture Platform content, and you must not require use on a work device. We recommend that you tell Authorised Users they may use a personal device.

8.5 The law behind this Section

Many laws protect the people this Section protects: Australian workplace surveillance laws, the Privacy Act 1988 (Cth) and the statutory tort for serious invasions of privacy; the GDPR and UK GDPR, under which consent given by an employee to an employer is rarely freely given; and United States state laws that prohibit employers from demanding access to personal online accounts. Nothing in this Policy is a substitute for your own compliance with those laws.

8.6 Participation Notice

Before you nominate anyone, you must give them a written notice that says at least the following (you may use this wording):

"[Organisation] is offering to pay for a LinkedWithin subscription for you. LinkedWithin is a private, personal life-organisation platform. Taking part is entirely voluntary and will not affect your employment, engagement or benefits. [Organisation] cannot see anything you put in LinkedWithin: not your entries, your files, or your conversations with AI Within. LinkedWithin will not share your information with [Organisation]; the only thing it confirms is whether you accepted the invitation. Your account belongs to you, is governed by LinkedWithin's Terms and Conditions and Privacy Policy, and stays with you if you leave. If the sponsorship ends, your account moves to the Free plan and you can keep using it, subscribe yourself, or delete it."

8.7 Breach of this Section

A breach of this Section is a material breach that cannot be remedied. We may terminate the Enterprise Agreement immediately (Section 16.2), may inform affected Authorised Users, and may report the matter to a regulator where the law requires or permits. We hold the benefit of this Section for Authorised Users as well as for ourselves.

9. Data, Privacy and Security

9.1 Roles: LinkedWithin is the controller of Authorised Users' data

We collect each Authorised User's personal information directly from them, under our Privacy Policy, for our own purposes as the operator of the Platform. LinkedWithin is the APP entity (Privacy Act 1988 (Cth)), the controller (GDPR and UK GDPR) and the business (CCPA/CPRA) for that information, and an independent controller under GCC and other laws. You are not a controller of, and we are not your processor or service provider for, any Authorised User's personal information. We do not process that information on your instructions and we will not accept instructions about it from you.

9.2 Order Form Data (controller to controller)

You are the controller of Order Form Data while you hold it. When you give it to us we become an independent controller of it and use it only to administer the Enterprise Agreement (invitations, invoices, notices and records). We keep Order Form Data and billing records for 7 years after the Term ends, as Australian tax and corporate law require, and then delete or de-identify them. You warrant that you may lawfully give us Order Form Data, that any work email address you provide may be used to invite that person, and that you have given each nominated person the Participation Notice.

9.3 Data protection agreement where required

Where the law applicable to you requires a written data protection agreement for Order Form Data (for example a controller-to-controller data-sharing agreement, or the EU standard contractual clauses or the UK International Data Transfer Addendum for a transfer of Order Form Data to Australia or the United States), we will enter into our template agreement on request. Because Authorised Users' own data is collected by us as controller, that agreement covers Order Form Data only. A processor-style data processing agreement is not appropriate for this arrangement and will not be offered.

9.4 Data location and sub-processors

All Platform data, including Authorised Users' personal information, the database, application servers, Within Drive object storage, the AI service and the AI models behind AI Within (run through Amazon Bedrock inside our own account, with no copy kept by the model service), is hosted in Amazon Web Services region us-east-1 (Northern Virginia, United States). Data is also processed by the sub-processors listed in the annex to our Privacy Policy (speech recognition, payments and email), under the transfer mechanisms described there. No in-region hosting or data residency option is available for any country, and we cannot agree to one in an Order Form. You acknowledge this, and you are responsible for deciding whether it is appropriate to offer the Platform to persons in a particular country.

9.5 Security

We implement and maintain reasonable technical and organisational security measures, as described in our Privacy Policy. We are an early-stage company operating a single production region without guaranteed redundancy (Section 10.4). You are responsible for the security of your own systems and of any Order Form Data or invitation details in your possession.

9.6 Data breaches

If a data breach affects Authorised Users, we notify affected individuals and regulators as the Notifiable Data Breaches scheme in the Privacy Act 1988 (Cth), the GDPR and UK GDPR, and other applicable laws require. We will also tell the Enterprise Contact, without undue delay, that an incident affecting the sponsored program has occurred and its general nature, without identifying which Authorised Users were affected or what information was involved. If a breach affects Order Form Data or your Confidential Information, we will notify you without undue delay with the detail you reasonably need to meet your own obligations.

9.7 Portability and deletion

There is no organisation-level export. Each Authorised User controls their own Account: they may use any export tools available to users under our Terms and Conditions, and they may delete their Account themselves. We do not export, transfer or delete User Content on your request. Deletion of Order Form Data follows Section 9.2.

10. Support, Maintenance and Service Levels

10.1 Updates and changes to the Platform

Updates to the Platform are included in the Fees. We may change, add or retire features. We give the Enterprise Contact reasonable notice of material changes, except where security or the law requires immediate action. If a change materially reduces what a Plan provides during the Term, Section 18.5 applies as if the change were an amendment to this Policy.

10.2 Maintenance

We may take the Platform offline for scheduled maintenance. We try to schedule maintenance outside Australian business hours and to give advance notice where practicable. Emergency maintenance may be performed without notice.

10.3 Enterprise Support

Enterprise Support is by email to contact@linkedwithin.com with "Enterprise Support" in the subject line. We aim to acknowledge every request within 2 Business Days and to keep you informed until it is resolved. Enterprise Support is for the Enterprise Contact and covers commercial and program matters. Authorised Users receive support through the standard channels described in our Terms and Conditions, and we will not discuss an individual's Account with the Enterprise Contact (Section 8).

10.4 Service levels: our honest position

We target 99.5% monthly availability of the Platform, excluding scheduled maintenance and force majeure. Unless the Order Form expressly states otherwise, that target is an operational objective, not a contractual commitment; no service credits apply; and we do not guarantee any level of availability. LinkedWithin is an early-stage company. The Platform runs in a single production region (AWS us-east-1) without guaranteed redundancy, and a regional outage would interrupt the Platform until service is restored. For significant unplanned downtime we will use reasonable endeavours to restore service quickly and to keep the Enterprise Contact informed. Nothing in this Section limits the consumer guarantees where they apply (Section 13.4).

11. Fees, Billing and Renewal

11.1 Fees

Fees are set out in the Order Form as a price per Account per month or per year, by Plan (Grow or Thrive). Enterprise per-Account prices are agreed in the Order Form and need not match the individual prices published at linkedwithin.com/plans. Plan inclusions (the AI Within message allowance, voice minutes where included, and Within Drive storage) are those published on the Plans page (linkedwithin.com/plans) on the Order Form Date and are recorded in the Order Form; a later change to the published inclusions does not reduce what an Order Form provides during its Term. Where the Order Form selects the Reimbursed method, no Fees are payable to us under the Order Form; Authorised Users pay us directly at the published prices under our Terms and Conditions, and you reimburse them under your own arrangements.

11.2 Currency and tax

Fees are in Australian dollars (AUD) unless the Order Form states United States dollars (USD). Fees are exclusive of GST and other taxes. Where a supply is a taxable supply, GST of 10% is added and shown on a tax invoice; a supply to a non-resident outside Australia is GST-free where the GST law so provides. You are responsible for any other taxes, duties or withholdings that apply in your country and must pay the Fees without deduction, grossing up where a withholding is compulsory, other than taxes on our income.

11.3 Invoices and payment

Unless the Order Form says otherwise: we invoice annually in advance for annual Plans and monthly in advance for monthly Plans; payment is due 30 days from the invoice date; and payment is by bank transfer to the account shown on the invoice, or by card through a secure payment link where we offer one. If you dispute an invoice in good faith, tell us in writing within 14 days of the invoice date with your reasons, pay the undisputed part, and we will work with you to resolve the dispute under Section 17.

11.4 Late payment

If an amount is not paid by the due date, we may charge simple interest at 8% per annum from the due date until the date of payment. If an amount remains unpaid 14 days after we give you written notice that it is overdue, we may suspend the sponsored Plans until payment is received, in which case the affected Accounts revert to the Free plan, and we may recover our reasonable costs of recovery. We never delete an Account, or lock an Authorised User out of their own Account, because you have not paid.

11.5 Renewal

The Enterprise Agreement does not renew automatically unless the Order Form expressly says so. Where it does not, we will remind you at least 30 days before the Term ends, and a new Order Form is needed to continue. Where the Order Form provides for automatic renewal, the Enterprise Agreement renews for the period stated unless either party gives written notice of non-renewal at least 30 days before the end of the current Term; we will send a reminder at least 60 days before the end of the current Term so that you have time to decide.

11.6 Price changes

Prices are fixed for the Term. We may change prices only from a renewal, with at least 60 days' written notice before the renewal date. If you do not accept a change you may let the Term expire or give notice of non-renewal.

11.7 Refunds

Fees are non-refundable except: (a) pro rata for the unexpired Term where we terminate for convenience (Section 16.3) or you terminate for our material breach that we have not remedied (Section 16.2); (b) pro rata where you terminate because you object to a material amendment (Section 18.5); (c) where the Order Form says so; or (d) where the Australian Consumer Law or another law that cannot be excluded requires a refund. We pay refunds within 30 days to the account from which the Fees were paid.

11.8 Australian Consumer Law and small-business terms

Many of our enterprise customers are small businesses. We acknowledge that: (a) where you acquire the Platform for an amount not exceeding the threshold in the Australian Consumer Law (currently A$100,000), you are a "consumer" for the purposes of the consumer guarantees, which apply and cannot be excluded; and (b) if the Enterprise Agreement is a standard form contract with a small business, the unfair contract terms provisions of the Australian Consumer Law apply to it. We have drafted this Policy to be balanced: liability is capped for both parties, we may amend it only on 30 days' notice with a right to exit and a refund, termination rights are mutual, and you may propose changes in the Order Form's Special Terms.

12. Confidentiality

12.1 Obligation

Each party must keep the other party's Confidential Information confidential, use it only for the purposes of the Enterprise Agreement, and not disclose it to anyone except: (a) its employees, contractors and advisers who need to know it and are bound by obligations at least as strict as this Section; or (b) as required by law, regulation or court order, after giving the other party as much notice as is lawful and practicable.

12.2 Exclusions

This Section does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed without reference to the Confidential Information, or is received from a third party without restriction.

12.3 User Content is not covered by this Section

User Content is not Confidential Information of either party under this Section. It belongs to the Authorised User, is governed by our Privacy Policy and Section 8, and is never disclosed to you.

12.4 Publicity

Neither party may name the other as a customer or supplier, or use the other's logo, in public material without written consent.

12.5 Duration

This Section survives for 3 years after the Enterprise Agreement ends, and indefinitely for trade secrets.

13. Warranties and Disclaimers

13.1 Mutual warranties

Each party warrants that it has authority to enter into and perform the Enterprise Agreement, and that doing so does not breach any other agreement or law binding on it.

13.2 Our warranties

We warrant that: (a) we will provide the Platform with reasonable care and skill; (b) we will maintain reasonable security measures as described in our Privacy Policy; (c) we will comply with the privacy and data protection laws that apply to us as operator of the Platform; and (d) to our knowledge on the Order Form Date, the Platform does not infringe the Intellectual Property Rights of any third party.

13.3 Disclaimers

Except as set out in Section 13.2 and to the extent the law allows, the Platform is provided "as is" and "as available", and we give no other warranty, express or implied. In particular we do not warrant that the Platform will be uninterrupted, error-free or secure; that AI Within outputs will be accurate, complete, current or fit for any purpose; or that the Platform will meet your requirements. The Platform is not a medical device, a therapy or counselling service, a financial or legal advisory service, or a business record-keeping system, and must not be relied on as any of these.

13.4 Consumer guarantees

Nothing in the Enterprise Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or another law that cannot be excluded. Where the law permits us to limit our liability for failing to comply with a guarantee relating to services, our liability is limited to supplying the services again or paying the cost of having them supplied again; this limitation applies only to the extent the law permits it.

14. Limitation of Liability

14.1 No indirect loss (both parties)

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

14.2 Cap (both parties)

To the extent the law allows, each party's total liability to the other arising out of or in connection with the Enterprise Agreement, in contract, tort (including negligence), under statute or otherwise, is limited to the greater of: (a) the Fees paid or payable under the Order Form in the 12 months before the event giving rise to the claim; and (b) A$1,000.

14.3 What the exclusion and cap do not apply to

Sections 14.1 and 14.2 do not apply to: (a) death or personal injury caused by a party's negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) breach of Section 12 (Confidentiality); (e) your breach of Section 8 (Employee Privacy and No Monitoring); (f) the indemnities in Section 15; (g) your obligation to pay the Fees; or (h) any liability that cannot be excluded or limited by law.

14.4 Contribution

Each party's liability is reduced to the extent the other party's acts or omissions caused or contributed to the loss, and each party must take reasonable steps to mitigate its loss.

15. Indemnities

15.1 By you

You indemnify us, our directors, officers and employees against loss, damage, cost and expense (including reasonable legal costs) arising from any third-party claim, regulatory action or complaint to the extent it arises from: (a) your breach of Section 8; (b) Order Form Data you had no right to give us, or a nomination made in breach of Section 4; (c) statements you make to Authorised Users or others that misdescribe the arrangement; or (d) your breach of law. This indemnity does not apply to the extent the loss was caused by our negligence, wilful misconduct or breach, and is reduced proportionately to the extent we contributed to it.

15.2 By us

We indemnify you against loss, damage, cost and expense (including reasonable legal costs) arising from any third-party claim that the Platform, as provided by us and used in accordance with the Enterprise Agreement, infringes that third party's Intellectual Property Rights. This indemnity does not apply to claims arising from: (a) modification of the Platform by anyone other than us; (b) use of the Platform with software or services we did not supply; (c) User Content or Order Form Data; or (d) continued use after we have offered a non-infringing alternative. If a claim is made or is likely, we may at our option procure the right for you to continue, modify the Platform so it is non-infringing, or terminate the Enterprise Agreement and refund Fees pro rata for the unexpired Term.

15.3 Conduct of claims

The indemnified party must notify the other promptly, give the indemnifying party control of the defence and any settlement (which must not admit fault on behalf of the indemnified party without its consent), and give reasonable assistance at the indemnifying party's cost.

16. Term and Termination

16.1 Term

The Enterprise Agreement starts on the Licence Start Date in the Order Form and continues for the Term unless ended earlier under this Section.

16.2 Termination for cause

Either party may terminate the Enterprise Agreement by written notice if the other party: (a) commits a material breach that can be remedied and does not remedy it within 30 days of a written notice describing the breach; (b) commits a material breach that cannot be remedied (a breach of Section 8 by you is always such a breach); or (c) becomes insolvent, enters administration, liquidation or receivership, makes an arrangement with creditors, or suffers an equivalent event in any jurisdiction.

16.3 Termination for convenience

Either party may terminate the Enterprise Agreement for convenience on 60 days' written notice. If we terminate for convenience, we refund Fees pro rata for the period after termination. If you terminate for convenience, no refund is payable, but the sponsored Plans continue until the end of the period for which Fees have already been paid.

16.4 What happens to Accounts

On expiry or termination for any reason:

• sponsorship ends and each sponsored Plan ends on the later of the termination date and the end of the period for which Fees have been paid (unless we have refunded that period);
• each Account then reverts to the Free plan. We do not delete, suspend or lock any Account because the Enterprise Agreement has ended, because the Account and everything in it belong to the Authorised User;
• the Drive Lifeline rules in our Terms and Conditions then apply to each Account individually: a 30-day window with full access to existing files and a one-time free download of everything stored (once in any 12 months), followed, on day 30, by reclaim of storage above the Free quota, with notices to the Account holder at each stage and nothing removed if they subscribe to a plan with enough storage before reclaim;
• each Authorised User may keep using the Free plan, subscribe personally to Grow or Thrive, or delete their Account (Drive Keeper is offered only when an Account holder cancels an active Grow or Thrive plan of their own on our website, so it is not available once a sponsored Plan has ended);
• we notify each affected Authorised User that sponsorship has ended and what their options are, and you must tell them too;
• you must pay all Fees accrued to the date of termination, and each party must return or destroy the other's Confidential Information on request.

16.5 Survival

Sections 6, 8, 9, 12, 13.4, 14, 15, 16.4, 17 and 18, and any other provision that by its nature should survive, survive termination.

17. Governing Law and Dispute Resolution

17.1 Governing law and jurisdiction

The Enterprise Agreement is governed by the laws of the Australian Capital Territory and the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and the courts that hear appeals from them.

17.2 Informal resolution first

Before starting proceedings, a party must give the other written notice of the dispute, and senior representatives of both parties must meet (in person, by telephone or by video) within 14 days of the notice to try to resolve it in good faith.

17.3 Mediation, then courts

If the dispute is not resolved within 30 days of the notice, either party may refer it to mediation through the Australian Disputes Centre or another agreed mediator, with costs shared equally. If the dispute is not resolved within 60 days after mediation starts, either party may bring proceedings in the courts referred to in Section 17.1. Nothing in this Section prevents a party from seeking urgent injunctive or other interim relief at any time.

17.4 Authorised Users

This Section governs disputes between you and LinkedWithin only. An Authorised User's rights and remedies under the Governing Documents and under the law of their place of residence are unaffected.

18. General Provisions

18.1 Entire agreement

The Enterprise Agreement is the entire agreement between the parties about its subject matter and supersedes all earlier discussions, proposals and representations, except that nothing excludes liability for fraudulent misrepresentation.

18.2 Severability

An invalid or unenforceable provision is modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The rest continues in force.

18.3 No waiver

A failure or delay in exercising a right is not a waiver of it.

18.4 Assignment

You may not assign or transfer the Enterprise Agreement without our written consent, which we will not unreasonably withhold. We may assign it to a related body corporate, or to a purchaser of our business or of the Platform, on written notice to you, provided your rights are not materially reduced.

18.5 Amendments to this Policy

We may amend this Policy. We give the Enterprise Contact at least 30 days' written notice of any material amendment, with a summary of what has changed. If you do not accept a material amendment, you may terminate the Enterprise Agreement by written notice given before the amendment takes effect, and we will refund Fees pro rata for the period after termination. An amendment has no retrospective effect. Amendments to the Governing Documents that apply to Authorised Users follow the change process in those documents.

18.6 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, pandemic, war, civil unrest, government action, industrial action, failure of a public network or utility, or an outage of a third-party service on which the Platform depends (including our hosting provider), provided the affected party notifies the other promptly and uses reasonable endeavours to mitigate. Your obligation to pay Fees for services already provided is not excused.

18.7 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment or fiduciary relationship.

18.8 Third parties

Apple Inc. is a third-party beneficiary of the EULA in respect of the iOS app, as the EULA states. Otherwise no person other than the parties has rights under the Enterprise Agreement, except that Section 8 is held for the benefit of Authorised Users as Section 8.7 describes, and nothing in the Enterprise Agreement limits any right an Authorised User has under the Governing Documents or the law.

18.9 Notices

Formal notices must be in writing and sent by email: to LinkedWithin at legal@linkedwithin.com (with a copy to contact@linkedwithin.com for commercial matters), and to you at the Enterprise Contact's email address in the Order Form. A notice is taken to be received on the next Business Day after it is sent, unless the sender receives a delivery failure.

18.10 Electronic signature and counterparts

The Order Form and any amendment may be signed electronically, including through an electronic signature platform, and an electronic signature is as effective as a handwritten one under the Electronic Transactions Act 1999 (Cth), the Electronic Transactions Act 2001 (ACT) and equivalent laws where you are located. Documents may be signed in counterparts, which together form one instrument.

18.11 Language

This Policy is written in English. A translation is for convenience only, and the English version prevails.

18.12 Costs

Each party bears its own costs of negotiating and signing the Order Form.

19. Contact Information

For enterprise licensing, nominations, invoices and program matters, contact us as follows.

Matter	Contact
Enterprise sales and Enterprise Support	contact@linkedwithin.com (put "Enterprise Support" in the subject line)
Legal, privacy and formal notices	legal@linkedwithin.com
Post	Thrive Strong Group Pty Ltd, trading as LinkedWithin 490 Northbourne Ave, Dickson ACT 2602, Australia
Legal entity	Thrive Strong Group Pty Ltd, ABN 41 691 205 366, ACN 691 205 366
Business hours	Monday to Friday, 9:00 am to 5:00 pm, Canberra time (AEST/AEDT), excluding ACT public holidays
Legal hub	linkedwithin.com/legal (Help Centre for Account holders: linkedwithin.com/help)

An Authorised User who needs help with their own Account should use the support channels in our Terms and Conditions or email legal@linkedwithin.com; we will deal with them directly and not through the Enterprise Contact.