EpiSAP Platform — Terms of Use
Version 3.4

How to read this document

Two parts:

1. Body (clauses 1–25) — global provisions for every user.
2. Schedules A–E — region-specific provisions that modify the Body.

• Australia → Body + Schedule A
• India → Body + Schedule B
• United States → Body + Schedule C
• European Economic Area → Body + Schedule E
• Anywhere else → Body + Schedule D

BODY — Global Provisions

1. Definitions

"Acceptance" — your acceptance of these Terms via the agreement gate.

"Australian Consumer Law" — Schedule 2 to the Competition and Consumer Act 2010 (Cth).

"Beta Tester" — any user accepting these Terms while the Platform is designated by us as in beta.

"CollabHub" — the Episapient research-collaboration sub-service.

"Episapient", "we", "us", "our" — EPISAPIENT PTY LTD (ACN 664 593 542) and our successors and assigns.

"Feedback" — has the meaning given in clause 7.1.

"Material breach" — a breach that (a) is substantial in nature; (b) goes to the root of these Terms; or (c) is incapable of being remedied within a reasonable period. Examples (non-exhaustive) are at clause 17.2.

"Non-Derogable Right" — any right, guarantee, or remedy that you have under a law applicable to you and that cannot be lawfully limited, excluded, modified, or waived by agreement (whether described as a "non-waivable", "inalienable", "mandatory", "public-policy", or "consumer-guarantee" right under the relevant law). Where these Terms refer to "Non-Derogable Right", "law that cannot be lawfully limited or excluded", "non-waivable statutory right", or any equivalent phrasing, that phrasing has the meaning given in this definition.

"Platform" — the EpiSAP Platform (including the EpiSAP Quantum Vault, CollabHub, and any other services or features under the EpiSAP brand), as updated from time to time.

"Platform IP" — has the meaning given in clause 7.1.

"Schedule" — a region-specific schedule to these Terms (A, B, C, D, or E).

"Terms" — these Terms of Use, comprising the Body and any Schedule applicable to you.

"User Content" or "Vault Content" — any data, document, file, image, model, code, or other material you upload or otherwise submit to the Platform other than Feedback.

"you", "your" — the natural person or, where the context permits, the entity entering into these Terms by accepting them.

2. Acceptance, Eligibility, and Capacity

2.1 By accepting these Terms, you represent and warrant that: (a) you are at least 18 years old or, if entering on behalf of an entity, you are authorised to bind that entity (and Schedule C contains specific provisions for US-based users in respect of additional state-law age-gating); (b) you have the legal capacity to enter into a binding contract under the law of the place where you are resident; (c) you are not a person to whom the supply of the Platform is prohibited by sanctions, export-control, or anti-money-laundering law applicable to either party; and (d) the information you have provided to us at registration is accurate and current.

2.2 Acceptance constitutes your binding electronic signature under the Electronic Transactions Act 1999 (Cth) and equivalent laws in any jurisdiction in which the Platform is accessible.

2.3 We will present these Terms to you for Acceptance via the agreement gate, which:

1. presents these Terms, the Privacy Policy, and any non-disclosure or beta-tester agreement as separate items, each requiring its own affirmative acceptance via separate tick-box (no bundled single-tick acceptance);
2. requires you to scroll through these Terms before the Accept button is enabled;
3. presents an "Accept" option and a "Decline" option of equal visual prominence, with neither pre-selected;
4. records, at the time of Acceptance, the time of Acceptance, the time spent on the Terms page before Acceptance, your IP address, your user-agent string, and the cryptographic hash of the rendered Terms shown to you, and retains these records as evidence of your Acceptance;
5. where, due to technical error or otherwise, the records described in paragraph (d) are incomplete, your Acceptance is nevertheless binding if you affirmatively clicked "Accept", but we will not rely on your Acceptance against you in any matter where the absence of those records materially prejudices your ability to dispute Acceptance; and
6. the Repeat Infringer Policy referenced at Schedule C.14 is a published policy notice rather than a separate contractual agreement requiring affirmative acceptance at the agreement gate. The version in force at the time of any DMCA notice or counter-notice is the version published at our website at that time. We will retain a hash of each version of the Repeat Infringer Policy in the same hash registry described in Annex 3; access to a previously-published version's hash is available on reasonable request.

2.4 Anti-circumvention. Where you access or use any non-public feature of the Platform (including any feature that exposes Platform IP, User Content of others, or any other non-public Platform asset) by any means — whether via the agreement gate, an authenticated API, an authorised integration, or any other channel — your access is conditional on, and constitutes acceptance of, these Terms. Nothing in this clause is intended to (a) restrict authorised security research conducted within the scope of any vulnerability-disclosure programme we publish, (b) bind any person to clause 7 (assignment of Feedback) where they have not provided Feedback, or (c) bind any person to non-Negotiable provisions where the access is solely to public marketing material.

3. The Service

The Platform is, at the date of these Terms, in beta. Beta features may be incomplete, may change without notice, and may be withdrawn. We will give you reasonable notice of any material change to the Platform that materially reduces your rights or the functionality available to you.

4. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You must notify us promptly of any unauthorised access to or use of your account. We are not liable for loss arising from any unauthorised use of your account that occurs until a reasonable time after you have notified us, except to the extent such loss is caused by our negligence, breach, or wilful misconduct.

5. User Content (Vault Content) — Your Licence to Us

5.1 As between you and us, you retain all right, title, and interest in and to your User Content. Nothing in these Terms transfers ownership of your User Content to us.

5.2 You grant us a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers) licence to host, store, reproduce, transmit, display, modify (only to the extent necessary to provide the Platform), and otherwise process your User Content solely to (a) provide, maintain, secure, and improve the Platform for you, and (b) comply with our legal obligations.

5.3 You represent and warrant that you have all rights necessary to grant the licence in clause 5.2 and that your User Content does not infringe, misappropriate, or otherwise violate any third-party right.

5.4 We do not claim ownership of inventions, designs, copyright works, or other intellectual property captured in your User Content.

5.5 AI training carve-out. We will not use your User Content to train any artificial-intelligence model that is publicly distributed or made available to other users, except:

1. on your specific, informed, unambiguous, and revocable consent given separately to these Terms in respect of an identified training purpose. You may withdraw such consent at any time; withdrawal does not affect the lawfulness of processing prior to withdrawal but will end further use of your User Content for training. Before any training campaign relying on this paragraph (a), we will publish a Data Protection Impact Assessment ("DPIA") summary in our Privacy Policy.
2. where the User Content has been irreversibly anonymised within the meaning of Article 4(1) and Recital 26 of the GDPR (and not merely pseudonymised or aggregated) such that you cannot reasonably be re-identified by any means likely to be used by us or by any other person; or
3. where required by law or for security, abuse-prevention, or compliance purposes; provided that, where we rely on this paragraph (c) for any automated processing of User Content beyond direct provision of the Platform to you, we will (i) document the legal compliance / security purpose; (ii) limit such use to the minimum necessary; and (iii) honour any "Do Not Sell or Share My Personal Information" or "Limit Use of Sensitive Personal Information" request you have lodged with us in accordance with applicable US-state privacy law, except to the extent the law requires us to override such a request for the same compliance purpose.

This clause does not restrict our use of internal operational metrics about the Platform itself.

6. Episapient's Platform IP — Our Ownership, Your Licence

6.1 The Platform IP (as defined in clause 7.1) is, and at all times will remain, our sole and exclusive property.

6.2 Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the term of these Terms, solely to use the Platform's features in accordance with these Terms. No other right or licence (express, implied, by estoppel, exhaustion, or otherwise) is granted to you in respect of any Platform IP.

7. Feedback, Contributions, and Platform IP

7.1 Definitions

"Platform IP" means all intellectual property of any kind — whether existing now or arising at any time during or after your use of the Platform — that is owned, developed, conceived, reduced to practice, commissioned, or acquired by Episapient, including without limitation: source code, object code, algorithms, models, weights, prompts, system architecture, cryptographic schemes, post-quantum mechanisms (as further described in our published security documentation; see also clause 14.4), blockchain anchoring methods, watermarking techniques, security designs, infrastructure configurations, user interfaces, designs, look and feel, brand elements, trade marks, trade dress, domain names, documentation, data structures, schemas, databases, methodologies, processes, workflows, business methods, know-how, trade secrets, inventions (whether or not patentable), discoveries, improvements, enhancements, modifications, derivative works, and all rights anywhere in the world arising from any of the foregoing — including patents, patent applications, copyrights, design rights, registered designs, trade marks, trade-secret rights, database rights, sui generis rights, and moral rights. For the avoidance of doubt, Platform IP does not include intellectual property licensed to Episapient by a third party (which remains the property of that third party), except to the extent that the relevant licence permits Episapient to claim ownership of derivatives or improvements developed by Episapient.

"Feedback" means any suggestion, recommendation, comment, opinion, advice, idea, request, criticism, complaint, bug report, error report, defect report, observation, workflow proposal, feature request, design idea, security suggestion, performance note, improvement, enhancement, modification, mock-up, sketch, diagram, code snippet, dataset, prompt, or other input — whether oral, written, electronic, recorded, or in any other form — that you provide to us or any of our personnel, agents, contractors, or representatives, through any channel (including the Platform, email, support tickets, surveys, interviews, recorded calls, beta forums, in-product chat, social media, public posts referring to the Platform, or any other communication), in each case arising from, relating to, or inspired by the Platform, its services, products, features, design, security, performance, user experience, technical architecture, business model, roadmap, or any related subject matter. For the avoidance of doubt, Feedback that is purely descriptive of an error condition or a routine support enquiry, without inventive or creative content of an intellectual-property nature, carries no intellectual-property right capable of being assigned under clause 7.3 (because there is no such right to assign), but remains subject to the no-confidentiality obligation in clause 7.8 and to clauses 7.5(b) and 7.5(c).

7.2 No Ownership of Platform IP

All Platform IP is, and at all times will remain, our sole and exclusive property. Your use of the Platform does not, and will not, transfer to you any right, title, or interest in or to any Platform IP, except for the limited licence in clause 6.2. No other licence or right (express, implied, by estoppel, exhaustion, or otherwise) is granted to you in respect of any Platform IP. Without limiting the generality of the foregoing, you have no co-ownership, joint-ownership, beneficial-ownership, lien, security interest (including any security interest within the meaning of the Personal Property Securities Act 2009 (Cth)), or other proprietary or equitable interest in any Platform IP.

7.3 Present Assignment of Feedback

You hereby irrevocably assign, transfer, and convey to us, free of charge and without any reservation, on a present-assignment basis effective immediately upon you providing such Feedback, all worldwide right, title, and interest (including all intellectual property rights, copyright, patent rights, design rights, trade-mark rights, trade-secret rights, database rights, sui generis rights, and moral rights to the maximum extent assignable) in and to all Feedback. This assignment includes the unrestricted right for us (and our successors, assigns, and licensees) to file, prosecute, maintain, abandon, license, sub-license, enforce, and assign patents, designs, copyrights, and other registrations in any jurisdiction, in our sole name and at our sole discretion, claiming any Feedback (alone or in combination with any other matter), without further consent from you and without any payment, royalty, attribution, or other consideration.

7.4 Waiver of and Consent in Respect of Moral Rights

To the maximum extent permitted by law (including the Copyright Act 1968 (Cth) Part IX and equivalent laws in any jurisdiction), you irrevocably and unconditionally consent to all acts and omissions by us, our successors, assigns, licensees, sub-licensees, and contractors that would otherwise infringe your moral rights (including rights of attribution, anonymity, integrity, and against false attribution) in any Feedback or any work or subject matter incorporating any Feedback. This consent is given for the benefit of, and may be relied upon and enforced by, us and each of our successors, assigns, licensees, sub-licensees, and contractors. Where the law of any jurisdiction permits the waiver, but not the assignment, of moral rights, you waive such moral rights to the maximum extent permitted. Nothing in this clause derogates from any Non-Derogable Right under the law of any jurisdiction; the regional Schedules contain further specific provisions (in particular, Schedule B.5 in respect of India).

7.5 No Inventor, Author, Designer, or Contributor Status

You acknowledge, agree, represent, warrant, and covenant that:

1. Episapient (and not you) is the sole owner, sole originator, sole inventor, sole author, sole designer, and sole proprietor of all Platform IP and of all intellectual property arising in, from, or in connection with any Feedback.
2. You are not, and will not be deemed to be, an inventor, joint inventor, co-inventor, contributing inventor, author, joint author, co-author, contributing author, designer, joint designer, co-designer, contributing designer, partner, joint venturer, employer, employee, contractor, agent, fiduciary, founder, co-founder, contributor, collaborator, originator, or developer of any Platform IP, regardless of the nature, extent, originality, or inventiveness of any Feedback you provide and regardless of whether the Feedback (alone or in combination with other matter) is incorporated into any Episapient invention, product, service, design, work, patent application, registered design, trade mark, copyright work, or other registration.
3. You will not assert, file, support, fund, finance, encourage, join, instruct, or cooperate (other than as required by clause 7.10 or by law) with any third party in any claim, allegation, opposition, revocation proceeding, re-examination, inter-partes review, post-grant review, entitlement dispute, ownership dispute, inventorship dispute, authorship dispute, designership dispute, royalty claim, account-of-profits claim, unjust-enrichment claim, constructive-trust claim, or other action or proceeding that contests, challenges, derogates from, or seeks compensation, attribution, recognition, or relief in respect of:
   1. our sole ownership of any Platform IP;
   2. our sole inventorship, authorship, or designership of any Platform IP;
   3. the validity or enforceability of any of our patents, applications, or registrations to the extent such challenge is grounded on your contribution; or
   4. the assignment effected by, or any other provision of, this clause 7. For the avoidance of doubt, this covenant does not restrict you from (A) developing, owning, or filing intellectual property in any subject matter that is not derived from or substantially based on your specific Feedback; or (B) contesting any patent, application, or other registration of ours that is not based on your specific Feedback. The covenant in this clause 7.5(c) is limited to claims that depend on your specific contribution via Feedback to specific Platform IP.
4. The covenants in this clause enure to the benefit of, and may be enforced by, us and each of our successors, assigns, licensees, and sub-licensees, including (where applicable) under section 55 of the Property Law Act 1974 (Qld). They bind you and your heirs, executors, administrators, successors, and assigns.
5. The parties acknowledge that damages alone may be an inadequate remedy for breach of this clause. Any breach of this clause is a material breach of these Terms entitling us (in addition to all other remedies, and subject to giving the usual undertaking as to damages where required by the court) to immediate suspension and termination of your access to the Platform, and to seek interlocutory and permanent injunctive relief.
6. Back-stop assignment. If, despite paragraphs (b) and (c) above, any patent office, court, tribunal, or other authority of competent jurisdiction determines that you are an inventor, joint inventor, or co-inventor of any subject matter of any of our patent applications or granted patents, or an author or co-author of any of our copyright works, or a designer or co-designer of any of our designs, you irrevocably assign, free of charge and as a present assignment effective from the date the relevant Feedback was provided, all your right, title, and interest as such inventor, author, or designer in and to the relevant invention, work, or design (including, in the case of inventions, the right to apply for, prosecute, maintain, and enforce patents anywhere in the world; the right to claim priority; the right to enforce against infringers; and the right to receive damages and royalties) to us, and you agree to execute any further document reasonably necessary to perfect that assignment.
7. California Savings Clause (Bus. & Prof. Code §§ 16600 / 16600.5). Notwithstanding any other provision of these Terms, nothing in clause 7.5, 7.6, 7.10, 7.11, 7.13, 18, or any Schedule restrains, restricts, or penalises any User domiciled in California — or any User who performed the relevant work while domiciled in California — from engaging in any lawful profession, trade, or business of their choice, including (without limitation) employment by, consulting for, founding, funding, advising, or owning equity in any competing enterprise. The covenants in clause 7.5(c) are limited to (i) the present assignment of intellectual-property rights in specific Feedback the User actually provided and (ii) a covenant not to assert ownership / inventorship / authorship in respect of the specific Platform IP into which that Feedback was incorporated. Nothing in clause 7.5(c) prohibits any User from working in the same field, soliciting customers or employees, developing competing products, or contesting Episapient patents on grounds independent of the User's own specific Feedback. To the extent any provision of these Terms would otherwise be void under California Business and Professions Code §§ 16600 or 16600.5, that provision is reformed to the minimum extent necessary, or severed, in respect of California Users only.

7.6 No Relationship of Inventorship, Employment, or Partnership

Nothing in these Terms or in your use of the Platform creates, and the parties expressly disclaim, any relationship of employment, agency, partnership, joint venture, fiduciary duty, or contributorship between you and us. You are not authorised to make any representation, contract, or commitment on our behalf. The provision of Feedback will not, of itself or in combination with any other act, be construed as conferring on you any status as a contributor, collaborator, or developer of any Platform IP for any purpose, including for the purposes of patent, copyright, design, trade-mark, or trade-secret law in any jurisdiction.

7.7 Background IP Carve-out

The assignment in clause 7.3 does not assign any intellectual property you owned, validly licensed in, or otherwise lawfully held immediately before providing the relevant Feedback that exists independently of, and was not first reduced to a tangible or perceivable form within, the Feedback itself ("Background IP"). However, if and to the extent any Feedback incorporates, references, depends upon, or is enabled by your Background IP, you grant us a worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers), assignable, non-exclusive licence, for the term of the underlying Background IP right, to use, reproduce, modify, adapt, translate, prepare derivative works of, distribute, publicly display, publicly perform, transmit, host, store, and otherwise exploit such Background IP, solely as embodied in or reasonably necessary to use, exploit, develop, or commercialise the Feedback or any of our products, services, or inventions deriving from the Feedback. You represent and warrant that all Feedback you provide is yours to give and is original to you or properly licensed for the purpose, that the provision and exploitation of the Feedback does not infringe, misappropriate, or otherwise violate the rights of any third party, and that you have not granted any third party any right that would conflict with the rights granted to us under this clause.

7.8 Feedback Is Not Confidential to Us

Notwithstanding any non-disclosure agreement, beta-tester agreement, or other confidentiality obligation between you and us, Feedback is not your confidential information for intellectual-property-confidentiality purposes and we are under no IP-confidentiality obligation with respect to any Feedback. We may use, copy, disclose, publish, exploit, and combine the Feedback freely and without restriction, attribution, or accounting. Any "confidential", "proprietary", "all-rights-reserved", "©", or similar notice, marking, legend, or assertion you apply to Feedback is of no legal effect against us. However, where Feedback contains personal data, we apply security measures consistent with our obligations under applicable data-protection law (including GDPR Article 32 where applicable, and equivalent obligations under DPDPA, Privacy Act 1988 (Cth), and the US state privacy laws referenced in Schedule C) and as further described in our Privacy Policy. The non-confidentiality framing in this clause 7.8 relates to intellectual-property confidentiality only and does not derogate from any data-protection security obligation.

7.9 No Compensation; No Obligation to Use

All Feedback is provided on a fully voluntary, gratuitous basis. No consideration, payment, royalty, fee, equity, option, profit-share, attribution, recognition, or other reward is or will be due to you in respect of the Feedback, the assignment of the Feedback, the exercise by us of any right under this clause, or our use, exploitation, or commercialisation of any Platform IP that incorporates or derives from any Feedback. We may decide not to act on, retain, or attribute any Feedback. We do not maintain a public register of Feedback dispositions.

7.10 Cooperation

You will execute, at our request and at our reasonable expense, any further documents and take any further actions reasonably necessary or desirable to perfect, record, evidence, or enforce our rights under this clause, including assignment confirmations, declarations of non-inventorship, declarations of non-authorship, IP assignment recordals, and inventor declarations under any applicable patent law (including 35 U.S.C. § 115 and 35 U.S.C. § 117, sections 8 and 28 of the Patents Act 1970 (India), and equivalents). Your obligation under this clause 7.10 expires 5 years after termination of these Terms, except in respect of any patent application, design application, copyright registration, or trade-mark application that was filed during, or that claims priority from, the period of your use of the Platform, in which case the obligation continues until that application is finally granted, abandoned, or otherwise disposed of.

7.11 Survival of clause 7

This clause 7 survives any termination, expiry, revocation, suspension, or rescission of these Terms and of any non-disclosure or beta-tester agreement between you and us, and continues in full force and effect indefinitely (subject to the time limit in clause 7.10).

7.12 Governing Law of the Assignment

The interpretation, validity, and effect of the assignment in clause 7.3, and of clauses 7.5 (including the back-stop assignment in 7.5(f)), 7.6, and 7.7, are governed by the laws of Queensland, Australia and the federal laws of the Commonwealth of Australia applicable in Queensland, irrespective of any other choice-of-law provision in these Terms or any Schedule. The reason is that Platform IP is owned by an Australian-incorporated entity and consistent treatment of the IP assignment under a single law of assignment is necessary to protect the integrity of Platform IP. Nothing in this clause limits any Non-Derogable Right you have under the law of your residence in respect of the assignment of intellectual property, including any statutory right to recall, terminate, or revisit an assignment under that law.

7.13 Episapient's Feedback Commitments

We commit to:

1. using Feedback in good faith to improve the Platform;
2. not selling, licensing, or otherwise commercially exploiting Feedback as a stand-alone product, dataset, or service whose principal value derives from the Feedback rather than from Platform IP;
3. treating Feedback in accordance with our Privacy Policy where it contains personal data; and
4. using reasonable security measures to protect Feedback from unauthorised disclosure during the period before any disclosure connected with a Platform feature, product, or other use, consistent with our obligations under applicable data-protection law; and
5. where any use of Feedback for AI-model-training purposes involves personal data (whether of yours or of others), conducting a Data Protection Impact Assessment before commencing the use, publishing the DPIA summary in our Privacy Policy in accordance with clause 5.5(a) (which applies mutatis mutandis to Feedback containing personal data), and respecting your applicable data-subject rights as described in the Privacy Policy.

8. NDA and Other Agreements

If you have entered into a non-disclosure agreement, beta-tester agreement, or other ancillary agreement with us, those agreements continue in force alongside these Terms. In the event of conflict, the order of precedence in clause 23 applies. For the avoidance of doubt, "Confidential Information" of yours under any non-disclosure agreement does not include Feedback as defined in clause 7.1, and Feedback is governed by clause 7.

9. Privacy and Data Protection

9.1 Your personal data is processed in accordance with the Episapient Privacy Policy at [Privacy Policy URL]. The Privacy Policy is incorporated into these Terms by reference. If the Privacy Policy and these Terms conflict in respect of personal-data processing, the Privacy Policy prevails.

9.2 The Privacy Policy describes, at a minimum: the personal data we process; the purposes and lawful bases of processing (in EU/UK terms, the GDPR or UK GDPR Article 6 lawful bases); the recipients of the data; the international transfer mechanisms applicable; the retention periods; and your rights as a data subject (including, where applicable, access, rectification, erasure, restriction, portability, objection, and withdrawal of consent). Information about the geographic location of our data-processing operations and the cross-border transfer mechanisms we use is set out in the Privacy Policy.

9.3 Privacy Policy change notice. Where any update to the Privacy Policy materially affects your rights as a data subject (including the categories of data processed, the purposes of processing, the recipients of the data, the international transfer mechanisms, the retention periods, or your rights), we will give notice in accordance with clause 18 (as if it were an amendment to these Terms), including the affirmative re-acceptance requirement under clause 18 last sentence for users in jurisdictions where that applies.

9.4 IP-assignment / data-protection-consent severance. Where Feedback you provide contains personal data (whether of yourself or of others), the processing of that personal data by us under these Terms is governed by the Privacy Policy and your applicable rights as a data subject under GDPR / UK GDPR / DPDPA / state-comprehensive-privacy-law / Privacy Act 1988 (Cth), as the case may be. The IP assignment in clause 7.3 does not, of itself, constitute consent to the processing of personal data; any such processing requires its own lawful basis under applicable data-protection law, which we identify in the Privacy Policy.

10. Security Incident Notification

If we become aware of an actual or reasonably-suspected unauthorised access to or disclosure of your User Content or personal data, we will notify you within 72 hours of becoming aware, except where a shorter or longer notification period is required by law in your jurisdiction (in which case the regulatory period applies). Specific regional shorter periods (for example, under the CERT-In Directions, 2022 in India — see Schedule B.11) are set out in the applicable Schedule.

11. Blockchain Anchoring and Continuity

11.1 The Platform anchors evidence of your User Content to one or more public or permissioned blockchains as described in our published documentation. Anchoring records, once written to a blockchain, may persist on the relevant chain for the chain's lifetime and outside our control.

11.2 If we cease to operate the Platform, we will use reasonable endeavours to provide at least 90 days' written notice and to make your User Content available for export. We will, subject to our continued operations and the continued availability of the underlying chain technology, retain the Platform's blockchain anchoring records (or, where we transition to a successor or trustee, procure that the successor or trustee retain them) for as long as reasonably possible, and we aim for a minimum of 10 years from the date of anchoring.

12. Acceptable Use

12.1 You must not: (a) use the Platform for any unlawful purpose; (b) infringe any third-party intellectual property, privacy, or other right; (c) upload malware or attempt to compromise the Platform; (d) circumvent any access control, rate limit, or security measure; (e) use the Platform to evidence or create child sexual abuse material, terrorist content, or other content prohibited by applicable law; (f) reverse engineer, decompile, or attempt to derive source code from the Platform except to the extent permitted by mandatory law; (g) misrepresent your identity, residency, or capacity; (h) use the Platform to compete with us by reverse-engineering or replicating Platform IP; or (i) use the Platform in any manner that would cause us to breach any law applicable to us.

12.2 Export controls and sanctions. You represent and warrant that you are not (and you will not become during your use of the Platform) (a) ordinarily resident in, organised under the laws of, or accessing the Platform from a country, region, or territory subject to comprehensive sanctions administered by the United Nations Security Council, the Australian Department of Foreign Affairs and Trade (DFAT), the United States Office of Foreign Assets Control (OFAC), the United Kingdom Office of Financial Sanctions Implementation (OFSI), or the European Union; or (b) listed on, or majority-owned or controlled by a person listed on, any restricted-party list maintained by any of those authorities. You will not use the Platform to develop, design, manufacture, or produce nuclear, chemical, or biological weapons, missile or delivery technology, or any other items prohibited under the Wassenaar Arrangement, the Australia Group, the Missile Technology Control Regime, the Australian Defence Trade Controls Act 2012, the United States Export Administration Regulations (15 C.F.R. § 730 et seq.), the EU Dual-Use Regulation (Regulation (EU) 2021/821), or any other applicable export-control regime. Cryptographic functionality made available through the Platform is provided in compliance with the foregoing; where the law of any jurisdiction restricts the import, possession, use, or re-export of cryptographic technology, you are responsible for compliance in your jurisdiction.

12.3 Anti-bribery and anti-corruption. Each party warrants that, in connection with these Terms and the Platform, it has not and will not, directly or indirectly, offer, promise, give, request, or accept any financial or other advantage in violation of (a) Division 70 of the Australian Criminal Code Act 1995 (Cth); (b) the United Kingdom Bribery Act 2010; (c) the United States Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.); (d) the Indian Prevention of Corruption Act 1988; or (e) any other applicable anti-bribery or anti-corruption law.

12.4 Acceptable Use Policy by reference. Your use of the Platform is also subject to the Acceptable Use Policy published at https://vault.episapvault.com/legal/aup, which is incorporated into these Terms by reference. We may update the Acceptable Use Policy from time to time; we will give you reasonable notice (and at least 30 days' notice for materially adverse changes) consistent with clause 18.

12A. Mutual Confidentiality

12A.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with these Terms or the Platform that is identified at the time of disclosure as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes public through no breach of these Terms; (b) the Recipient lawfully knew before disclosure; (c) the Recipient independently developed without use of the Discloser's Confidential Information; or (d) the Recipient lawfully receives from a third party without restriction.

12A.2 Obligations. The Recipient will (a) protect the Discloser's Confidential Information using at least the degree of care it uses to protect its own confidential information of like kind, and in any event no less than a reasonable degree of care; (b) use the Confidential Information only as necessary to perform under, or exercise rights under, these Terms; and (c) not disclose the Confidential Information to any third party except to its directors, officers, employees, contractors, advisors, and sub-processors who need to know and are bound by confidentiality obligations no less protective than those in this clause.

12A.3 Permitted disclosures. The Recipient may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority of competent jurisdiction, provided that (where lawful and reasonably practicable) the Recipient gives the Discloser prompt notice and an opportunity to seek protective measures.

12A.4 Duration. The obligations in this clause 12A apply during the term of these Terms and for five (5) years after termination, except that obligations in respect of information that constitutes a trade secret continue for so long as the information remains a trade secret under applicable law.

12A.5 Relationship to Feedback and to NDA. Feedback (clause 7) is not Confidential Information of the User for IP-confidentiality purposes; clause 7 governs. Where any non-disclosure agreement between you and us deals with confidentiality of specific information, that NDA prevails to the extent of any inconsistency in respect of that specific information (clause 23.2(c)).

13. Fees

The Platform is, at the date of these Terms, made available without charge during the beta period. Use of the Platform during the beta period is at no charge to you and we will not seek to charge retroactively for use during that period. We may introduce fees in future, in which case we will give you notice in accordance with clause 18 and will not charge you for any continuing use unless you affirmatively accept the new fee structure.

14. Disclaimers

14.1 Subject to your Non-Derogable Rights, the Platform is provided "as is" and "as available". We will provide the Platform with reasonable care and skill in accordance with applicable consumer-protection law. We do not warrant that the Platform will be uninterrupted, error-free, or free of vulnerabilities, nor that the Platform will produce results that satisfy any particular legal, regulatory, or evidentiary standard in any jurisdiction.

14.2 You acknowledge that the Platform is in beta. Beta software may contain defects. While we apply reasonable care and skill to the storage and integrity of your User Content, we encourage you (as a matter of prudent practice rather than as a disclaimer of our obligations) to retain independent copies of materially important records during the beta period until you are satisfied with the Platform's operation.

14.3 The disclaimers in this clause are subject to your Non-Derogable Rights. Where a Non-Derogable Right applies, our liability is limited as set out in clause 15 and as further modified by the applicable Schedule.

14.4 Cryptographic-property substantiation. References in our marketing or in the Platform's name to "quantum", "post-quantum", "quantum-resistant", or similar terms describe design objectives and selected cryptographic primitives. The cryptographic primitives in use at any time are described in our published security documentation. These references are not warranties of any particular cryptographic property except as expressly stated in that documentation.

15. Limitation of Liability

15.1 Subject to clause 15.3 and your Non-Derogable Rights, our aggregate liability to you under or in connection with these Terms is limited to the greater of (a) AUD $100, or (b) the fees you have actually paid to us in the 12 months preceding the event giving rise to the claim.

15.2 Subject to clause 15.3 and your Non-Derogable Rights, neither party is liable for any indirect, special, incidental, consequential, or punitive damages, or any loss of profits, revenue, goodwill, or data, whether in contract, tort, or otherwise, even if advised of the possibility.

15.3 Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other Non-Derogable Right.

15.4 If you are a consumer under any applicable law (including an Australian User who is a consumer within the meaning of the Australian Consumer Law), your Non-Derogable Rights are not affected by this clause. The applicable Schedule contains further specific provisions for your jurisdiction; in particular, Schedule A.3 sets out the consumer-guarantee remedy structure for Australian Users.

16. Indemnity

16.1 You will indemnify us, our personnel, and our successors and assigns against any third-party claim, demand, action, loss, or liability (including reasonable legal costs) arising from or in connection with: (a) your breach of these Terms; (b) any User Content you upload that infringes a third-party right; or (c) your use of the Platform contrary to law. This indemnity is subject to your Non-Derogable Rights under the applicable Schedule.

16.2 Reciprocal indemnity from us. We will indemnify you against any third-party claim that your authorised use of the Platform (within the scope of these Terms) infringes that third party's intellectual property rights, except to the extent the claim arises from (a) User Content you uploaded that infringes a third-party right; (b) your use of the Platform contrary to these Terms or applicable law; (c) your modification of any Platform output in a manner that itself causes the infringement; or (d) your combination of Platform output with anything not provided by us where the alleged infringement would not have occurred but for that combination. Our liability under this clause 16.2 is subject to clause 15 (Limitation of Liability) and is conditional on you giving us prompt notice of the claim, granting us sole control of the defence and settlement, and providing reasonable cooperation at our expense.

17. Term, Suspension, and Termination

17.1 These Terms apply from your Acceptance until terminated.

17.2 Either party may terminate these Terms for convenience at any time on reasonable notice. We may, acting reasonably, suspend or terminate your access immediately if we reasonably believe you are in material breach of these Terms or that your continued access poses a risk to the Platform, to other users, or to us. Examples of conduct that may amount to material breach (non-exhaustive) include violation of clause 12 (Acceptable Use), repeated violations of any clause despite warning, fraudulent or sanctions-violating use, and conduct breaching clause 7.5. Where the breach is capable of being remedied and the circumstances do not require immediate action, we will give you written notice of the breach and a reasonable opportunity (not less than 7 days) to remedy it before suspending or terminating your access.

17.3 On termination, your right to access and use the Platform ceases. Clauses that by their nature should survive termination (including clauses 5.1, 6.1, 7, 14–16, 17.4, 17.5, 18, and 22–25) survive.

17.4 Data export window. On termination by us for convenience, or by you for any reason, you have 30 days from the date of termination to retrieve your User Content using the Platform's export tools. We will not delete your User Content during this 30-day window. This 30-day window does not apply where we have terminated your access for material breach of clause 12 (Acceptable Use) and continued retention of your User Content would itself be unlawful or harmful, in which case we will give you the longest export window reasonably consistent with our legal obligations.

17.5 Data-deletion timeline. After the 30-day export window in clause 17.4, we will delete your User Content within a further 30 days, except where: (a) we are required by law or regulation to retain it for longer; (b) we have a legitimate continuing legal interest in retention (such as defence of an actual or threatened claim, anti-fraud retention, or anti-abuse retention) limited to the minimum necessary; or (c) the User Content has been irreversibly anonymised within the meaning of clause 5.5(b). The maximum default retention period after termination is 7 years, after which retained data must be deleted or further anonymised. Blockchain anchoring records are retained as set out in clause 11.2.

18. Amendments

We may amend these Terms by giving you not less than 30 days' written notice of the amendment, except where a shorter period is required by law or by the imminent rectification of a security or compliance issue. If you do not accept the amendment, you may terminate your account without penalty before the amendment takes effect, in which case we will refund any unused fees you have paid for the period after termination. Continued use of the Platform after the amendment takes effect constitutes acceptance. For users in the European Economic Area, the United Kingdom, or any other jurisdiction in which a "continued use equals acceptance" mechanism is not permitted for material amendments to consumer contracts, we will, in respect of material amendments, require your affirmative re-acceptance of the amended Terms via the agreement gate before further use of the Platform. "Material amendment" for this purpose means any change to clauses 5, 7, 14, 15, 16, 18, 19, or 20 of the Body, or to any provision of an applicable Schedule that materially reduces your rights, or to the Privacy Policy where so required by clause 9.3.

19. Governing Law (default)

Subject to clause 7.12 and to the applicable Schedule, these Terms are governed by the laws of Queensland, Australia and the federal laws of the Commonwealth of Australia applicable in Queensland. The applicable Schedule may supplement, modify, or replace this default for users in scope of that Schedule.

20. Dispute Resolution (default)

Subject to the applicable Schedule, the parties submit to the non-exclusive jurisdiction of the courts of Queensland and the federal courts of Australia. The applicable Schedule may carve out alternative dispute-resolution mechanisms (including arbitration) for users in scope of that Schedule. Nothing in this clause prevents either party seeking interim or injunctive relief in any court of competent jurisdiction.

21. Notices

21.1 We may give notice to you by posting on the Platform, by email to the address associated with your account, or by any other means reasonably designed to bring the notice to your attention.

21.2 Where a notice from us materially affects your rights (including price changes, suspension, termination, material amendment of these Terms or the Privacy Policy, or a security incident requiring your action), we will use reasonable endeavours to provide notice via at least two channels — email plus in-Platform notification — except where doing so is impractical or where law requires otherwise.

21.3 You may give notice to us by email to legal@episapvault.com (with the subject line beginning "[NOTICE]") or by post to our registered office (with proof of delivery). Notice from us to you is deemed received: by email, at the time of transmission unless we receive a return-error message; by post, three business days after dispatch within the same country, or seven business days after dispatch internationally; by Platform posting, at the time of posting.

22. Severability and Regional Severance

22.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, that provision must be severed in respect of that jurisdiction only, and the remaining provisions of these Terms (and the application of that provision in any other jurisdiction in which it is valid) continue in full force and effect. Where any provision is unenforceable as drafted in any jurisdiction, the court must enforce it to the maximum extent permitted in that jurisdiction.

22.2 The invalidity of a provision in any Schedule does not affect the validity of the Body or any other Schedule. In particular, where a provision of a Schedule is severed in respect of a particular jurisdiction, the corresponding provisions of the Body continue to apply to users in that jurisdiction (subject to any Non-Derogable Right), so that the Body operates as a body-level fallback for any severed Schedule provision.

23. Whole Agreement and Order of Precedence

23.1 These Terms (Body and applicable Schedule), together with the Privacy Policy and any non-disclosure or beta-tester agreement you have entered into with us, form the whole agreement between you and us regarding the Platform.

23.2 In the event of conflict, the order of precedence is: (a) any Non-Derogable Right; (b) the applicable Schedule, on matters within its scope; (c) the Body of these Terms — except that, in respect of the Discloser's Confidential Information as defined in any non-disclosure agreement between you and us, that non-disclosure agreement prevails over the Body on matters of confidentiality of that Confidential Information; (d) the Privacy Policy, on matters within its scope; (e) any non-disclosure or beta-tester agreement, except that clause 7 of the Body prevails over any contrary provision of any such agreement in respect of Feedback. Worked example 1: an Indian User's right under Schedule B.10 (DPDPA 2023) prevails over any contrary provision in the Body, in any other Schedule, or in any non-disclosure agreement. Worked example 2: the Episapient-side confidentiality regime in any NDA prevails over the Body in respect of Confidential Information of the Discloser; the Body's clause 7 prevails over any NDA in respect of Feedback.

24. Force Majeure

Neither party is liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, epidemic, government action, infrastructure failure, denial-of-service attack, or third-party-provider failure. The affected party will use reasonable endeavours to resume performance.

25. General

25.1 You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets. We will not assign these Terms in such a transaction unless the assignee binds itself in writing to terms that, taken as a whole, are not materially less favourable to you than these Terms in respect of your User Content, Feedback, Platform IP, privacy, and dispute-resolution rights. We will give you written notice of the assignment not less than 30 days before it takes effect. If you do not accept the assignment, you may terminate your account during that 30-day period and exercise your data-export right under clause 17.4 and 17.5.

25.2 No waiver of any provision is effective unless in writing and signed by the party giving the waiver. A waiver of any breach is not a waiver of any other or subsequent breach.

25.3 Other than as expressly stated in these Terms or in any Schedule (including Schedule A.5 in respect of Property Law Act 1974 (Qld) s 55 third-party benefit), no third party has any right to enforce these Terms.

25.4 Headings are for convenience only and do not affect interpretation.

25.5 References to a statute include subordinate legislation and any successor legislation. References to a particular provision of a statute include any amendment or re-enactment of that provision.

25.6 Arbitration opt-out for US Users. If you are a US User and you wish to opt out of the binding individual arbitration provision in Schedule C.11, you may do so in writing to legal@episapvault.com within 60 days of your first Acceptance of these Terms. Your opt-out will not affect any other provision of these Terms or your access to the Platform. This clause is for transparency: the operative provision is Schedule C.11.

25.7 Independent contractors; no agency or partnership. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between you and us. Neither party has authority to bind the other.

25.8 Survival. The following clauses survive any expiry or termination of these Terms for so long as is necessary to give them effect: 1 (Definitions), 5 (User Content licence — to the extent of any content not deleted under clause 17.5), 6 (Platform IP), 7 (Feedback / Platform IP) (perpetually), 8 (NDA), 9 (Privacy), 11 (Blockchain anchoring records), 14 (Disclaimers), 15 (Limitation of liability), 16 (Indemnity), 17.4–17.5 (Data export and deletion), 19 (Governing law), 20 (Dispute resolution), 21 (Notices), 22 (Severability), 23 (Whole agreement), 25 (General), and any provision of any Schedule that, by its nature, is intended to survive.

25.9 Electronic form and counterparts. Acceptance via the agreement gate constitutes an electronic record and an electronic signature for the purposes of the Electronic Transactions Act 1999 (Cth) and equivalent laws (including ESIGN, UETA, eIDAS, the Information Technology Act 2000 s 10A, and the Bharatiya Sakshya Adhiniyam 2023 s 65B). These Terms may be executed in counterparts (electronic or otherwise) which together constitute a single instrument.

25.10 Third-party services and integrations. The Platform may provide links to, or interoperate with, third-party services (including, without limitation, blockchain networks for anchoring under clause 11, OAuth identity providers such as ORCID, optional generative-AI providers, and other services listed in our Privacy Policy sub-processor list). Your use of any third-party service is governed by that third party's own terms and privacy policy, and we are not responsible for, and make no representation about, any third-party service or its content. Where you choose to enable a third-party integration, you authorise us to share with that third party only the information reasonably necessary to provide the integration.

25.11 Accessibility. We aim to make the Platform usable by people with disabilities and to substantially conform to Web Content Accessibility Guidelines 2.1 Level AA. Accessibility feedback and accommodation requests may be sent to accessibility@episapvault.com.

25.12 Open-source software. The Platform is built using third-party open-source software components, the licences of which are honoured. A list of the open-source components and their applicable licences is published, on request, at legal@episapvault.com. Nothing in these Terms restricts your rights under any applicable open-source licence in respect of any open-source component you receive.

25.13 Service changes and availability. We may, at any time and without liability to you (subject to clause 17 and any Non-Derogable Right): (a) modify, add to, or remove features of the Platform; (b) impose, change, or remove limits on use; or (c) discontinue the Platform or any feature, in whole or in part. Where a change is materially adverse to you, we will give reasonable advance notice (no less than 30 days where practicable, except for security, fraud, legal-compliance, or service-continuity reasons that require shorter notice), and you may exercise your data-export right under clause 17.4 / 17.5 and terminate your account.

25.14 Equitable relief. The parties acknowledge that breach of clause 5 (User Content), 6 (Platform IP), 7 (Feedback), 8 (NDA), or 12 (Acceptable Use) may cause irreparable harm not adequately compensable in damages, and that, in addition to any other remedy, the non-breaching party is entitled to seek interlocutory and permanent injunctive relief to enforce those clauses, subject to giving the usual undertaking as to damages where required by the court.

25.15 Beta nature of the Platform. You acknowledge that the Platform is currently in beta. Beta features may be incomplete, unstable, withdrawn, or significantly changed without notice. Beta access does not give rise to any expectation of the Platform continuing in its present form. The disclaimers in clause 14 and the limitation of liability in clause 15 apply with particular force to beta features.

25.16 Trademarks. "EpiSAP", "EpiSAP Quantum Vault", "Episapient", "CollabHub", and the EpiSAP logos are trademarks of Episapient. Nothing in these Terms grants you any right, title, or interest in our trademarks. You may refer to the Platform by its name in factual descriptions (for example, "we use EpiSAP Quantum Vault to time-stamp our research") but you must not use our trademarks in any manner that suggests endorsement, sponsorship, or affiliation by us with you, your products, or your services without our prior written consent.

25.17 Suggestions outside the Platform. If you provide us with suggestions, ideas, recommendations, comments, or other feedback outside the Platform (for example, by direct email or social media) about the Platform or any of our services, that suggestion is treated as Feedback under clause 7 and is governed by clause 7 in the same way as Feedback provided through the Platform.

SCHEDULES — Region-Specific Provisions

ANNEXES

Annex 1 — Glossary

• Beta period: The period from your Acceptance until we cease to designate the Platform as "beta".
• Vault: The EpiSAP Quantum Vault feature of the Platform.
• CollabHub: The Episapient research-collaboration sub-service.

Annex 2 — Version History

The current version of these Terms is recorded at the head of this document. Prior versions are retained by Episapient and made available on request. The hash of the version of the Terms accepted by each User is recorded in that User's UserConsent record at the time of Acceptance.

Annex 3 — Hash Registry

Auto-populated by the agreement gate at deployment. The rendered HTML is hashed (SHA-256) and recorded in each UserConsent row at the time of Acceptance, intended to support evidentiary use under section 65B of the Bharatiya Sakshya Adhiniyam 2023, section 10A of the Information Technology Act 2000, the Electronic Transactions Act 1999 (Cth), the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) (US), the Uniform Electronic Transactions Act (US state-by-state), and equivalent electronic-records evidence regimes.

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