BACKGROUND

A. Academy Ink Pty Ltd (Academy Ink) is the owner and creator of proprietary non-accredited training content relating to artificial intelligence security, governance, compliance, privacy, and responsible AI usage.

B. LaunchPad is authorised to license, distribute and administer access to the Academy Ink Content and associated digital credentials.

C. Training modules are delivered via Thinkific, and digital credentials are issued via Learning Vault, each being third-party platforms not owned or controlled by LaunchPad or Academy Ink.

D. The Client wishes to subscribe to access the training content and digital credentials strictly on a training-only basis, and acknowledges that responsibility for compliance, security, governance, privacy, and AI use remains entirely with the Client.



AGREEMENT STRUCTURE AND PRIORITY

This Agreement comprises:

  1. These General Terms

  2. Schedule 1 – Fee Schedule (Subscription)

  3. Schedule 2 – Inclusions Matrix

If there is any inconsistency, the documents apply in the above order.


GENERAL TERMS

1. TERM AND RENEWAL

1.1 This Agreement commences on the Commencing Date specified in Schedule 2 and continues for the Term.

1.2 Unless the Client provides written notice of non-renewal at least three (3) months prior to expiry, this Agreement automatically renews for a further twelve (12) month term.

1.3 Fees for any renewed term become immediately payable in accordance with Schedule 2.


2. NATURE OF SERVICES – TRAINING ONLY

2.1 LaunchPad provides non-accredited educational training content only.

2.2 The Client acknowledges and agrees that:


3. PLATFORMS – THINKIFIC & LEARNING VAULT

3.1 Training is delivered via Thinkific and credentials issued via Learning Vault.

3.2 The Client acknowledges that:


4. CONTENT OWNERSHIP AND LICENCE

4.1 All Academy Ink Content remains the sole intellectual property of Academy Ink. "Other than as provided in this clause, the Client must ensure that the Client and the Client’s Associates do not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products, services or content obtained or derived from the Academy Ink Content.

Academy Ink reserves the right to alter, modify, enhance or upgrade the Academy Ink Content and any portions or configurations thereof from time to time. Such alterations and or modifications may include additional or withdrawal of features and or data or documentation. Academy Ink may in its sole discretion, make available enhancements, upgrades and other improvements (collectively called “Enhancements”) to the Academy Ink Content for additional fees, or restrict access to the Enhancements to specific Subscription Tiers. The Client may choose to receive the Enhancements upon payment of the applicable fees and such Enhancements shall be deemed to be licensed to the Client under the terms of this Agreement.


4.2 The Client is granted a non-exclusive, non-transferable, revocable licence to access and use the content for internal training purposes only during the Term.

4.3 No ownership or proprietary rights are transferred.


5. CLIENT MODIFICATIONS AND RESPONSIBILITY

5.1 The Client may modify content only where expressly permitted under the relevant Subscription Tier.

5.2 All modifications are made entirely at the Client’s risk.

5.3 LaunchPad and Academy Ink accept no responsibility for:


6. REPRESENTATIONS, CLAIMS & MISUSE

6.1 The Client is solely responsible for all representations, statements, marketing claims or assurances made using or referencing the Credentials, including any claim of:

6.2 The Client must not represent that the Credentials constitute:


7. PROHIBITED USE

The Client must not, and must ensure its personnel do not:

a. reverse engineer, scrape, or use the Content to train AI models;
b. create competing products or services;
c. misuse credentials in a misleading, deceptive or unlawful manner;
d. distribute credentials to unauthorised persons;
e. use the Content in a manner that brings LaunchPad or Academy Ink into disrepute.


8. SUSPENSION RIGHTS

8.1 Without limiting any other rights, LaunchPad may suspend access to:

where LaunchPad reasonably believes there is misuse, breach, regulatory risk, or reputational risk.

8.2 Suspension may occur without termination and without refund.

8.3 If suspension leads to termination, the term of the agreement will be paid out by the client. 


9. CLIENT WARRANTIES

The Client warrants that it:

a. has authority to enter this Agreement;
b. will use the Credentials lawfully and responsibly;
c. is responsible for all users and AI prompts;
d. maintains internal AI usage policies and controls;
e. will notify LaunchPad of any AI-related investigation, breach, or regulatory inquiry;
f. will not make misleading or false claims using the Credentials.


10. DATA, PRIVACY & ROLE CLARIFICATION

10.1 Each party must comply with the Privacy Act 1988 (Cth).

10.2 The Client acknowledges that:

10.3 The Client must notify LaunchPad within two (2) Business Days of any:


11. INDEMNITIES

11.1 General Indemnity

The Client fully indemnifies and holds harmless LaunchPad, Academy Ink and their Associates against all claims, losses, damages, penalties, fines, costs and expenses arising from:

a. use or reliance on the Credentials;
b. non-compliance with any law or standard;
c. any privacy or data breach;
d. misuse of AI tools by the Client’s personnel;
e. representations or claims made by the Client;
f. Client modifications to content.


12. LIMITATION OF LIABILITY

12.1 To the maximum extent permitted by law, LaunchPad and Academy Ink are not liable for:

12.2 Any liability (if not excluded) is capped at fees paid in the 12 months preceding the claim.

12.3 The Client at all times agrees to hold harmless, release and indemnify LaunchPad/Academy Ink against any liability or loss sustained by the Client arising from:

the use of the Academy Ink Content; and

any changes made by the Client or the Client’s Associates to the Academy Ink Content.

The parties agree that in no event shall Academy Ink be liable for:

any indirect, incidental, special, exemplary, consequential, punitive, or other indirect damages of any nature, for any reason, including, without limitation, the breach of this Agreement or any expiration or termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise;

lost profits or lost business opportunities arising out of the termination of this Agreement; or

damages or alleged damages hereunder, whether in contract, tort or any other legal action, that exceed the amounts required to be paid by the Client to Academy Ink under this Agreement.

12.4 Each party agrees to obtain and maintain current and appropriate public liability insurance at $10,000,000.00, professional indemnity insurance, worker’s compensation insurance and any other compulsory insurance required by law at their own cost during the Term.


Each party agrees to provide the other party upon written request a copy of the relevant certificates of currency showing the currency of the insurances maintained during the Term.

13. FORCE MAJEURE

Neither LaunchPad nor Academy Ink is liable for failure or delay caused by events beyond reasonable control, including:


14. TERMINATION

14.1 LaunchPad may terminate immediately for material breach not remedied within 14 days.

14.2 On termination:


15. NOVATION

The Client irrevocably consents to LaunchPad novating this Agreement to:

upon written notice, without further consent.


16. CONFIDENTIALITY

16.1 Copyright & Intellectual Property

The Client acknowledges and agrees that LaunchPad and Academy Ink owns and retains the LaunchPad and Academy Ink IP which includes the LaunchPad and Academy Ink Copyright, Academy Ink trademarks, Academy Ink research data, Academy Ink improvements to processes/procedures, training materials or any other services provided by Academy Ink, before, on or after the date of this Agreement.

Academy Ink acknowledges and agrees that the Client owns and retains the Client IP.

Academy Ink acknowledges and agrees that if Academy Ink uses Client IP to build any custom content for the Client pursuant to this Agreement, Academy Ink cannot re-use this custom content for any other client of Academy Ink without the prior written consent of the Client.


17. GENERAL


SCHEDULE 1 – FEE SCHEDULE (SUBSCRIPTION)

Pricing included in Platform