1. About the Website

Welcome to SuperPath (the “Website”). The Website allows you to access and use SuperPath (the “Services”).

The Website is operated by 8am Holdings Pty Ltd, (ABN 96 653 396 055). Access to and use of the Website, or any of its associated products or services, is provided by 8am Holdings Pty Ltd. Please read these terms and conditions (the “Terms”) carefully. By using, browsing, and/or reading the Website, you signify that you have read, understood, and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website or any of the Services immediately.

8am Holdings Pty Ltd (t/a SuperPath) reserves the right to review and change any of the Terms by updating this page at its sole discretion. When 8am Holdings Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates. Any changes to the Terms take effect 30 days after the date of their publication. During this period, customers will be notified and given the opportunity to review the changes before they become binding. We recommend you keep a copy of the Terms for your records.

2. Acceptance of the Terms

You accept these Terms when you create an account with SuperPath. By registering for an account, accessing or using any part of the Services, or by clicking to accept or agree to the Terms when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not create an account or use the Services.

In these Terms, “you” and the “Customer” each mean the person or entity that creates an account with, or otherwise accesses or uses, the Services, and on whose behalf these Terms are accepted.

3. About the Service

SuperPath is an online learning management platform.

Trial, and paid accounts are currently offered. You acknowledge and agree that the accounts and features may change from time to time and may be governed by separate terms. Where account-specific terms apply, you will be informed and must accept those terms before you are granted access. These Terms apply unless otherwise amended by such terms.

Some accounts may be governed by a separate Software Licensing Agreement with 8am Holdings Pty Ltd, which may amend the terms of use.

4. Acceptable Use of the Service

SuperPath and related services must only be used lawfully. 8am Holdings Pty Ltd reserves the right to suspend, cancel, or deny access to users who:

• Engage in any activity that disrupts, compromises, or interferes with the operation or security of SuperPath, including but not limited to: reverse-engineering, hacking, introducing viruses or malware, or overloading systems.
• Use the services for any illegal purpose or in violation of any applicable laws, regulations, or third-party rights. This includes, but is not limited to, copyright infringement, defamation, or unauthorized access to data.
• Harass, threaten, intimidate, or discriminate against any other user or 8am Holdings Pty Ltd staff.
• Misrepresent their identity or affiliation, engage in fraudulent activities, or provide false or misleading information.
• Violate SuperPath's content standards by uploading, posting, transmitting, or otherwise making available through the Services any content that is unlawful, harmful, or objectionable. This includes, but is not limited to, content that: is defamatory, obscene, pornographic, or sexually explicit; depicts, promotes, or facilitates the sexual exploitation or abuse of minors; is hateful, harassing, or discriminatory, or that incites violence against any individual or group; promotes or instructs in illegal activity, self-harm, or the creation of weapons; infringes the intellectual property, privacy, or other rights of any third party; contains personal or sensitive information shared without authorisation; constitutes spam, advertising, or unsolicited promotional material unrelated to the permitted use of the Services; or contains viruses, malware, or other code designed to disrupt or damage any system or data.
• Attempt to circumvent any access controls or security measures on the Website.
• Use any automated system, including robots, spiders, or scrapers, to access the Website without express permission.

8am Holdings Pty Ltd may, at its discretion, remove or disable access to any content that it reasonably believes breaches these Terms, and may suspend or terminate access in accordance with the Termination provisions below.

5. AI Features and AI-Generated Content

The Services include artificial intelligence features, including the AI Course Builder, that generate, suggest, or assist in creating content (“AI Output”). Your use of these features is subject to the following:

• AI Output is generated automatically and may be inaccurate, incomplete, out of date, or unsuitable for your particular purpose. AI Output is provided on an “as is” basis.
• You are responsible for reviewing, verifying, and editing all AI Output before relying on it or making it available to your users. This is particularly important where the Services are used for compliance, regulatory, health, safety, or other high-stakes training. SuperPath is not responsible for decisions made, or actions taken, in reliance on AI Output.
• You are responsible for ensuring that the AI Output you use complies with all applicable laws and with the Acceptable Use provisions of these Terms.
• To the maximum extent permitted by law, SuperPath makes no warranty or representation regarding the accuracy, reliability, completeness, or fitness for purpose of any AI Output.
• SuperPath does not warrant that AI Output will be original, unique, non-infringing, capable of protection under intellectual property laws, or suitable for any particular use case. You are responsible for conducting any review, validation, or legal assessment required before using AI Output.
• As between you and SuperPath, and subject to the rights of any third party, AI Output generated for you forms part of your Customer-uploaded content and remains your intellectual property. SuperPath does not claim ownership of the course content you generate. You grant SuperPath a licence to process your inputs and AI Output to provide, maintain, and improve the Services, in accordance with our Privacy Policy and Data Processing Addendum.

6. Security and Data Privacy

8am Holdings Pty Ltd takes privacy seriously. Information provided through your use of the Services is subject to our Privacy Policy, available on the Website. Where 8am Holdings Pty Ltd processes personal data on your behalf, that processing is also governed by our Data Processing Addendum (see the Data Protection and Processing section below).

7. Data Use

We collect, store, and process your data to provide the Services, facilitate operations, and improve our offerings. This includes data related to your account, usage of the platform, and communications. For detailed information on our data practices, including the types of data we collect, how we use it, and your rights, please refer to our Privacy Policy, available on the Website.

8. Data Protection and Processing

Where SuperPath processes personal data on your behalf in the course of providing the Services, you are the data controller (or, where you act for a third party, a data processor) and SuperPath acts as your data processor. This processing is governed by our Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference and forms part of the agreement between you and 8am Holdings Pty Ltd.

The DPA applies to the extent the processing is subject to the EU GDPR, the UK GDPR, the Swiss FADP, the California Privacy Statutes (CCPA/CPRA), or other applicable data protection laws, and sets out our obligations regarding the roles of the parties, the scope and purpose of processing, sub-processors, security measures, security incident notification, international data transfers (including by means of the Standard Contractual Clauses), and the return or deletion of personal data on termination.

8am Holdings Pty Ltd maintains a Data Processing Addendum. The current version of the DPA, including our list of authorised sub-processors, is available on request. By accepting these Terms, you agree to the DPA. Where you require a copy, a signed version, or an amended addendum, please contact us.

SuperPath will notify you of a confirmed security incident affecting your personal data without undue delay, and in any event where feasible no later than 72 hours after confirming the incident, in accordance with the DPA.

9. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. It includes the terms of any order form or pricing, the Services and underlying technology, and Customer-uploaded content.

The Receiving Party will: (a) use the Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable standard of care; and (c) not disclose it to any third party except to its personnel, advisers, and contractors who need to know it and who are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was lawfully known to it without restriction before disclosure, is independently developed without use of the Confidential Information, or is rightfully obtained from a third party. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives reasonable prior notice where lawful and permitted.

10. Subscription to Use the Service

To access the Services, you must purchase a subscription (“Subscription”) and pay the applicable fee (“Subscription Fee”). Customers may pay monthly via credit card or annually via invoice. Payment by invoice must be agreed upon during the sales process. Annual invoices must be paid within 14 days unless otherwise agreed in writing.

For customers on annual agreements, at the end of each quarter we will review your actual user numbers for the quarter. Where your usage has exceeded the committed user quantity set out in your Order Form or applicable account-specific terms, we will issue a true-up invoice itemising the additional users for each affected month, charged at the per-user rate specified in your Order Form and payable in accordance with your usual payment terms. A true-up invoice reflects usage above your committed quantity at your existing per-user rate and is not a change to the Subscription Fee. Where your usage is consistently over your annual agreed users, the committed quantity and the corresponding annual fee will be reset accordingly at your next renewal.

Subscription term and renewal. Unless your Order Form states otherwise, monthly Subscriptions continue on a rolling monthly basis and annual Subscriptions run for a 12-month term. At the end of each term, your Subscription will automatically renew for a further term of the same length at the then-current Subscription Fee, unless either party gives notice of non-renewal in accordance with the Cancellation and Termination provisions below.

You may be required to provide personal details (e.g. name, email, credit card). You warrant the information provided is accurate and up to date.

You may not use the Services or accept the Terms if:

• You are not of legal age to form a binding contract; or
• You are barred from receiving Services under the laws of your jurisdiction.

11. Changes to the Service

We reserve the right to make changes to any part of the Services at any time. We strive to implement updates that are backward-compatible and non-breaking in nature. However, in the event that a change is likely to cause a breaking impact to functionality or usage, customers will be provided with 14 days' advance notice via email or platform notification. SuperPath will make reasonable efforts to assist customers with remediation and transition support, where feasible.

Except as set out in Section 20 (Suspension of Services), we shall not be liable to you or any third party for any modification or discontinuation of the Services.

12. Payments

Subscription Fees are payable using credit card or invoice. Payment by invoice requires prior agreement during the sales process. Subscription Fees are subject to change. 8am Holdings Pty Ltd will provide you with at least 30 days' advance notice of any changes to the Subscription Fees, which will take effect at the end of your current Subscription period.

Payments may be processed by third-party providers, and while we exercise care in selecting these providers, 8am Holdings Pty Ltd is not responsible for any errors or issues arising from their processing. You are responsible for ensuring timely payment and agree to pay any charges or costs incurred by 8am Holdings Pty Ltd resulting from failed payment attempts.

Taxes (GST). Unless stated otherwise, all Subscription Fees are exclusive of goods and services tax (GST) and any other applicable taxes, duties, or levies. Where GST or any such tax applies to a supply made under these Terms, you must pay that amount in addition to the Subscription Fee, on receipt of a valid tax invoice. You are responsible for any withholding taxes and must pay all amounts due without deduction or set-off.

13. Refund Policy

Refunds may be provided, at the discretion of 8am Holdings Pty Ltd, under the following circumstances:

• If 8am Holdings Pty Ltd is unable to continue providing the Services.
• If you cancel your Subscription within 30 days of the initial purchase date, provided you have not significantly utilized the Services.
• If there has been a material failure of the Services that 8am Holdings Pty Ltd is unable to rectify within a reasonable time.

Refunds, when applicable, will be proportional to the unused portion of the Subscription. Except as set out in this Refund Policy (or as required by the Australian Consumer Law), no refunds are provided on cancellation. 8am Holdings Pty Ltd reserves the right to deny a refund request if it determines, in its reasonable discretion, that the request does not fall within these circumstances.

14. Copyright, Intellectual Property and Customer Content

The Website, Services, and related products are protected by copyright under Australian and international laws. Unless otherwise stated, all rights are owned or licensed by 8am Holdings Pty Ltd.

You are granted a limited, non-exclusive, revocable licence to:

• Use the Website in accordance with the Terms;
• Copy and store content for personal use;
• Print content for personal, non-commercial use.

SuperPath includes paid content owned or licensed by 8am Holdings Pty Ltd or its third-party licensors. Customers are granted a limited licence to use such content within the platform. All rights in such content remain with 8am Holdings Pty Ltd or its licensors.

Customer-uploaded content remains the customer's intellectual property. Customers grant 8am Holdings Pty Ltd a licence to host and display such content for the purpose of providing the Services.

You may not reproduce or redistribute any part of the Services or Website without prior written permission, except for content in the public domain or otherwise made available for reuse.

14.1 Reporting infringing or prohibited content

If you believe content on the Services infringes your intellectual property rights or otherwise breaches these Terms, please notify us with: (a) your name and contact details; (b) a description of the content and its location on the Services; (c) a description of the right infringed or the breach alleged; and (d) a statement that the complaint is made in good faith. On receipt of a valid notice, 8am Holdings Pty Ltd may remove or disable access to the content, notify the user who posted it, and take any further action it considers appropriate. We may suspend or terminate the accounts of users who repeatedly infringe the rights of others.

14.2 Feedback

If you provide suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services (“Feedback”), you grant 8am Holdings Pty Ltd a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, and otherwise exploit that Feedback without restriction and without any obligation to compensate you.

15. Third-Party Services and Integrations

The Services may interoperate with, link to, or rely on third-party products, services, and integrations (for example, payment processors, hosting and infrastructure providers, search, email delivery, analytics, and customer-support tools). Your use of any third-party service is governed by that third party's own terms and privacy practices, and not by these Terms.

8am Holdings Pty Ltd does not control and is not responsible for third-party services, and makes no warranty regarding their availability, performance, security, or accuracy. We are not liable for any loss arising from your use of, or reliance on, any third-party service, or from a third party changing, suspending, or discontinuing its service or any integration with the Services.

16. Disclaimer of Warranties

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement.

Subject to the above and to the extent permitted by law:

• The Services are provided on an “as is” and “as available” basis without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement (except, in the case of non-infringement, as expressly set out in Section 18.2).
• 8am Holdings Pty Ltd does not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
• You acknowledge that use of the Services is at your own risk and that 8am Holdings Pty Ltd makes no guarantees regarding the reliability, accuracy, or completeness of the Services or any content available through the Website.

17. Limitation of Liability

To the maximum extent permitted by law, 8am Holdings Pty Ltd’s total cumulative liability for all claims arising out of or relating to these Terms or the Services will not exceed the total amount paid by you for the Services during the twelve (12) months preceding the event giving rise to the claim.

Enhanced cap for confidentiality and data protection. Notwithstanding the preceding paragraph, but subject to the matters listed below that are not subject to any cap, each party’s aggregate liability for all claims arising out of or relating to (a) a breach of the Confidentiality section, or (b) a breach of its data protection or data security obligations under these Terms or the Data Processing Addendum, including any Security Incident (as defined in the DPA), will not exceed an amount equal to two (2) times the total amount paid by you for the Services during the twelve (12) months preceding the event giving rise to the claim (the “Enhanced Cap”).

Data protection liability. For clarity, 8am Holdings Pty Ltd’s liability arising out of or relating to its processing of personal data is governed by this section, read together with the Data Processing Addendum, and is subject to the Enhanced Cap, except to the extent a higher or unlimited liability is required under applicable Data Protection Laws.

The limitations in this section (including the Enhanced Cap) do not apply to:

• fraud or fraudulent misrepresentation;
• wilful misconduct;
• either party’s infringement or misappropriation of the other party’s intellectual property rights; or
• any liability that cannot be limited or excluded under applicable law.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits, revenue, goodwill, business opportunities, anticipated savings, or data, whether arising in contract, tort (including negligence), statute or otherwise, even if advised of the possibility of such damages.

18. Indemnity

18.1 Indemnity by the Customer

You agree to indemnify, defend, and hold harmless 8am Holdings Pty Ltd, its officers, directors, employees, agents, contractors, affiliates, licensors, and suppliers (the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, expenses, and costs (including reasonable legal fees) arising out of or relating to:

• • Your content or data that you upload, post, transmit, or otherwise make available through the Services;
  • Your use of the Website or the Services;
  • Your breach of these Terms or any violation of applicable law or regulation;
  • Your infringement or misappropriation of any intellectual property rights or other rights of any third party; or
  • Your negligent, unlawful, or intentional misconduct.

Your obligations under this indemnity clause will survive the termination or expiration of these Terms and your use of the Services.

18.2 Intellectual Property Infringement Indemnity

Subject to the limitations in these Terms, 8am Holdings Pty Ltd will defend, indemnify and hold harmless the Customer from and against any third-party claim alleging that the Services, as provided by SuperPath and used in accordance with these Terms, infringe that third party’s Australian intellectual property rights.

This indemnity does not apply to any claim arising from: (a) Customer-uploaded content; (b) modifications to the Services not made by SuperPath; (c) use of the Services in combination with products, services, software, or data not supplied by SuperPath where the infringement would not have occurred but for that combination; or (d) use of the Services in breach of these Terms.

The Customer must promptly notify SuperPath of any claim, provide reasonable cooperation, and allow SuperPath sole control of the defence of the claim. SuperPath will not, without the Customer’s prior written consent (not to be unreasonably withheld or delayed), agree to any settlement that requires the Customer to admit liability, pay any amount, or undertake any obligation. A failure to notify SuperPath promptly will not relieve SuperPath of its obligations under this section except to the extent SuperPath is materially prejudiced by the delay.

If the Services become, or in SuperPath’s reasonable opinion are likely to become, the subject of an infringement claim, SuperPath may, at its option and expense: (i) procure the right for the Customer to continue using the Services; (ii) modify or replace the affected Services so they become non-infringing; or (iii) terminate the affected Services and provide a pro-rata refund of any prepaid fees relating to the unused portion of the affected subscription period.

This section states SuperPath’s entire liability, and the Customer’s sole and exclusive remedy, for any claim that the Services infringe the intellectual property rights of any third party.

19. Cancellation Policy

You may cancel your Subscription by providing 30 days' written notice to 8am Holdings Pty Ltd. For monthly Subscriptions, cancellation takes effect at the end of the notice period. For annual Subscriptions, cancellation prevents the next automatic renewal and takes effect at the end of your current paid term; your committed annual fee remains payable for the balance of the then-current term. No refunds will be provided for any unused portion of the Subscription unless otherwise specified in the Refund Policy.

20. Suspension of Services

8am Holdings Pty Ltd may suspend access to all or part of the Services where reasonably necessary to:

• protect the security, integrity, or availability of the Services;
• investigate or prevent suspected unlawful activity, fraud, or security incidents;
• prevent harm to other customers, users, or third parties;
• comply with applicable law, regulation, or a lawful direction from a government authority;
• address a material breach of these Terms; or
• address fees that remain overdue after written notice, where the amount is not the subject of a good-faith dispute.

Any suspension will be limited in scope and duration to what is reasonably necessary, and will be applied to part of the Services only where a partial suspension is sufficient to address the relevant circumstances.

Where the suspension arises from the Customer’s breach of these Terms or the Customer’s act or omission (including under paragraphs (e) or (f) above), SuperPath may suspend without liability and Subscription Fees continue to accrue during the suspension. Where the suspension arises from any other circumstance, SuperPath will act reasonably and will not charge for the period of suspension, extending the affected subscription period by an equivalent period.

Where reasonably practicable, SuperPath will provide advance notice of any suspension, and will restore access as soon as the circumstances giving rise to the suspension have been resolved. The Customer must cooperate reasonably to resolve those circumstances.

Suspension for non-payment. Without limiting the grounds above, if any undisputed amount remains unpaid for more than fourteen (14) days after SuperPath gives written notice of non-payment, SuperPath may suspend access to the Services until all outstanding amounts are paid in full. Subscription Fees continue to accrue during any such suspension, and suspension is in addition to, and does not limit, SuperPath’s other rights under these Terms (including its termination rights).

A suspension does not, of itself, result in the deletion of Customer data, and the Customer’s rights to export or request a copy of its data continue to apply during a suspension, subject to these Terms.

21. Termination

Termination by You: You may terminate your Subscription by:

• Not renewing your Subscription at the end of its term; or
• Providing 30 days' written notice to 8am Holdings Pty Ltd. Such termination will be effective 30 days from the date of receipt of your written notice, subject to the Cancellation Policy above for annual Subscriptions.

Effects of Your Termination: Upon termination by you, your access to the Services will cease. 8am Holdings Pty Ltd may delete any data or content associated with your account, but will provide you with a thirty (30) day period following termination during which you may request a copy of your uploaded content and data. Following this 30-day period, 8am Holdings Pty Ltd may permanently delete all such data unless legally required to retain it. Deletion of personal data is also addressed in the DPA.

Termination by 8am Holdings Pty Ltd: 8am Holdings Pty Ltd may suspend or terminate your access to the Services and this agreement, with immediate effect, if:

• You materially breach any provision of these Terms;
• You fail to pay any amount when due and the failure continues after reasonable notice;
• We are required to do so to comply with any law, regulation, or court order;
• Continuing to provide the Services becomes commercially unviable, in our reasonable determination; or
• Your conduct is harmful to or could reasonably be expected to harm our business, reputation, other users, or the Services.

Effects of Termination by 8am Holdings Pty Ltd: In the event of termination by 8am Holdings Pty Ltd for your material breach, you will not be entitled to any refund of Subscription Fees.

22. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) to the extent that the delay or failure is caused by an event beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, failure of telecommunications or internet services, power outages, or failure of third-party hosting or infrastructure providers. The affected party will use reasonable efforts to mitigate the effect of the event and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 30 days, either party may terminate the affected Services on written notice.

23. Dispute Resolution

• Negotiation: The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party, outlining the details of the dispute.
• Mediation: If the dispute is not resolved through negotiation within 30 days of the initial notice, the parties shall proceed to mediation in Sydney, Australia. The mediation will be conducted in accordance with the rules of the Australian Disputes Centre (or a similar recognised mediation organisation), unless otherwise agreed. The costs of mediation shall be shared equally between the parties.
• Further Action: If mediation does not resolve the dispute within 60 days of commencement, either party may pursue further legal action through the courts of New South Wales, Australia.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court at any time.

24. Venue and Jurisdiction

The Terms are governed by the laws of New South Wales, Australia. Any disputes must be resolved in the courts of New South Wales.

25. General Provisions

25.1 Entire Agreement

These Terms, together with any Order Form, account-specific terms, the Privacy Policy, and the DPA, constitute the entire agreement between you and 8am Holdings Pty Ltd regarding the Services and supersede all prior agreements and understandings. Where there is a conflict, a signed Order Form or Software Licensing Agreement prevails over these Terms, and the DPA prevails over these Terms in respect of the processing of personal data.

25.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. 8am Holdings Pty Ltd may assign or transfer these Terms, in whole or in part, including to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of assets, on notice to you.

25.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

25.4 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right, and no waiver is effective unless made in writing.

25.5 Notices

Notices to 8am Holdings Pty Ltd must be given in writing to its registered address or to the contact details published on the Website. Notices to you may be given via email to the address associated with your account or by posting on the Website or within the platform.

25.6 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between them.

25.7 Survival

Any provision that by its nature should survive termination will survive, including the provisions on Confidentiality, Copyright and Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnity, Dispute Resolution, Venue and Jurisdiction, and these General Provisions.