Version 2.0. Replaces the version dated 20 August 2026. These Terms are in force from 4 September 2026. If you had an account before that date, any clause in this version that leaves you worse off than the 20 August 2026 version applies to you from 4 October 2026 instead, so that you get the 30 days' notice clause 27 promises. Nothing that improves your position waits.

The short version. This box is a plain summary. It is not the contract. If the summary and the numbered clauses below disagree, the numbered clauses win.

1. Your notes are yours. You own everything you write in Derive. We do not claim ownership. We do take a licence to run the service, and a separate licence to use your work to train and improve Derive's own handwriting and maths recognition models. We do not sell your personal information, and we do not sell your notes.
2. AI reads your handwriting, and it gets things wrong. Handwriting recognition and answering questions about your page are part of how Derive works. Your handwriting and page text are sent to AI providers outside Australia to do that. AI output can be confidently wrong. Check it before you rely on it, and never hand in AI output as your own work if your school or university says you cannot.
3. Derive Pro renews automatically until you cancel. The standard free trial is 7 days. After that you are charged the price shown to you at checkout, on the interval shown, until you cancel. Cancelling on the web takes effect at the end of the period you have already paid for. If you bought inside the iPhone or iPad app, Apple is the seller, Apple bills you, and you cancel and get refunds through Apple.
4. If your subscription ends, you keep your notebooks. You can still open them, read them, search them and export them. We do not delete your work because you stopped paying.
5. You have consumer rights we cannot take away. In Australia the Australian Consumer Law applies and nothing here limits it. In the EU and UK you have a 14 day right to change your mind after buying on the web, plus digital content rights, and you can sue us in your own country's courts. Those rights come first, everywhere in this document.

Who we are, and who can use Derive

1. Who you are contracting with

1.1 These Terms of Service ("Terms") are a legal agreement between you and Derive Notes Pty Ltd (ACN 696 859 597), a company incorporated in Queensland, Australia ("Derive", "we", "us", "our").

1.2 Our postal address is 2/290 Boundary Street, Spring Hill QLD 4000, Australia. Our contact address for everything in these Terms is matt@derivenotes.com.

1.3 "You" means the person using Derive. "Derive" or the "Service" means the Derive application on every platform we publish it for, the website derivenotes.com, and any related service that links to these Terms.

1.4 These Terms also serve as the End User Licence Agreement for the Derive app. Clause 30 sets out the additional terms Apple requires for apps distributed through the App Store.

2. What these Terms cover, and what comes first

2.1 Accepting. By creating an account, downloading Derive, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

2.2 Documents that form part of this agreement. These Terms incorporate by reference:

• the Privacy Policy, which explains what we collect and why;
• the Refund Policy;
• the Cookies notice;
• the Subprocessors list;
• the Children and students page, which explains how clauses 3 and 7.6 work in practice.

2.3 Order of precedence. If those documents conflict, the order is: (a) any mandatory law that applies to you, which always wins; (b) clause 22 (Australian Consumer Law) and clause 23 (EU and UK consumers); (c) these Terms; (d) the Refund Policy; (e) the Privacy Policy for privacy matters and these Terms for everything else; (f) the terms of a specific offer you accepted, which govern that offer only.

2.4 Language. These Terms are written in English and English is the governing language. We have not published translations. If we ever do, a translation is provided for your convenience and your local law decides which version prevails.

2.5 Organisations. Derive is licensed for individual personal study. See clause 7.6 before anyone tries to use it on behalf of a school, university, employer or other organisation.

3. Eligibility, age, and parents

3.1 Minimum age. You must be at least 13 years old to have a Derive account. If the law that applies to you sets a higher minimum age for using a service like Derive, that higher age applies to you and you must meet it. In many EU countries that age is 16.

3.2 Telling us your age. We may ask for your date of birth during setup. Where we ask, we keep only the age band your answer falls into, not the date, and if the answer shows you are under 13 we stop setup there. We do not otherwise verify age, and we rely on what you tell us. Giving a false age is a breach of these Terms.

3.3 Under 18. If you are under 18, you may use Derive only with the permission of a parent or legal guardian, and that parent or guardian must agree to these Terms on your behalf. By using Derive you confirm that this permission has been given. We do not have a way to collect a parent's agreement directly; your confirmation is what we rely on.

3.4 Countries where you must be 18 or over, and one where Derive is not offered. In some countries the law requires verified parental consent, or restricts the processing of a minor's data, in a way Derive cannot satisfy today. So:

• You must be 18 or over to use Derive from India, South Africa, Japan or the Republic of Korea.
• Derive must not be used from mainland China.

We may refuse or close an account that we learn breaches this clause. For accounts in those countries that already existed on 4 September 2026, this clause takes effect on 4 October 2026, so that affected users have 30 days to export their work first.

3.5 If an account belongs to someone under 13. Where an answer during setup shows the user is under 13, we stop setup and lock the account. We close an under-13 account on request, or when we otherwise become aware of it. A parent or guardian who believes a child under 13 has an account can email matt@derivenotes.com and we will remove it.

3.6 Guest accounts. Tapping "Get started" creates a real account before you have given us an email address. That account holds your notes. If you never add an email address, we have no way to identify you as its owner, so we cannot recover it for you if you lose the device or clear the app's storage. Add an email address if the work matters.

4. Your account and keeping it secure

4.1 You are responsible for the accuracy of the information you give us, for keeping your sign-in credentials secure, and for what happens under your account.

4.2 Tell us promptly at matt@derivenotes.com if you think someone else has access to your account.

4.3 One account is for one person. Do not share credentials, and do not let someone else use your subscription as though it were theirs.

4.4 You are responsible for the devices, operating systems and internet connections you use. Derive stores a working copy of your notebooks on the device so it works offline. Signing out clears that local copy.

Your content, and how Derive works

5. The licence we give you

5.1 For as long as you comply with these Terms, we give you a personal, limited, non-exclusive, non-transferable, revocable licence to install and use Derive on devices you own or control, for your own study or work.

5.2 You may not: copy, modify, translate or create derivative works of the app; distribute, sell, rent, lease, sublicense or lend it; remove or obscure any notice in it; or reverse engineer, decompile or disassemble it, except to the extent that restriction is prohibited by the law that applies to you, and then only to that extent.

5.3 You may not access the Service by any automated means we have not published, scrape it, resell access to it, or use it to build or train a competing product or a competing machine learning model.

5.4 Fair use of AI features. AI features cost us money per request. We apply per-user rate limits and daily usage limits, and we may adjust them, including by plan, where usage is materially inconsistent with one person studying. We will not use this clause as a way to cut short a subscription you have paid for; if we ever have to restrict your AI usage we will tell you why and, if you ask, refund the unused part of your period.

6. Your content

6.1 You own it. You keep ownership of everything you create in Derive: your handwriting, drawings, typed text, equations, graphs, diagrams, uploaded images and files, code you write, and questions you ask the tutor. We call all of that "Your Content". We claim no ownership in it.

6.2 The licence you give us to run the Service. You give us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, adapt, format, render, index and display Your Content, and to send it to the third parties listed on our Subprocessors page, strictly so we can operate, maintain, secure and support the Service for you. This licence exists so we can sync your notes, render them, back them up, run recognition on them and answer your questions about them. It ends when the content is deleted from our systems, except for copies in routine backups until those backups cycle out.

6.3 The licence you give us to improve Derive's own models. You also give us a worldwide, non-exclusive, royalty-free licence to use Your Content to develop, train, fine-tune, test and evaluate Derive's own handwriting recognition, stroke grouping and mathematics models, and to measure how well those models work. This is a real and current activity, not a future possibility: models trained on real student handwriting ship inside the Derive app today, and the recognition you get is better because of it.

6.4 What we do with that licence, stated plainly.

• We keep records of recognised work, corrections you make, and where our model got something wrong, and we use them to make recognition better.
• A person on our team may look at pages of handwriting, including yours, when labelling training data or investigating a recognition failure.
• We do not sell Your Content.
• We do not sell datasets derived from student work, and we do not licence your notes to anyone to train their models.
• We do not use Your Content to target advertising at you. Derive shows no advertising.
• Third party AI providers process Your Content to give you an answer. We do not send them Your Content so that they can train their own models on it.

6.5 Turning training off. You can object to your work being used under clause 6.3 at any time. There is no switch for this in the app today; email is the route. Email matt@derivenotes.com and we will stop using your work for that purpose from the next training set we build after receiving your request.

6.6 What deleting a page does, and does not do. Deleting a page removes it from your notebook and, after our scheduled purge, from our database. Training records we captured from that page before you deleted it are not all removed by deleting the page, and any model or dataset we have already produced is not affected. If you want those training records removed as well, ask us under clause 6.5 or delete your account under clause 18.

6.7 Your responsibility for what you put in. You must have the right to put Your Content into Derive. Do not upload material you do not have the right to copy, and do not put information into Derive that you would not want processed the way the Privacy Policy describes. We cannot detect sensitive information written into a note and we do not treat it differently.

6.8 Feedback. If you send us a suggestion, bug report or idea, you give us a perpetual, irrevocable, royalty-free licence to use it without obligation to you. We will not identify you as the source without your permission.

6.9 Sharing. Derive has no sharing or collaboration feature today. Your notebooks are private to your account and there is no public feed. If we ever add a way to make a notebook visible to someone else, we will explain it in the app before you use it, and it will always be something you switch on.

7. Acceptable use, and academic integrity

7.1 What you must not do. You must not use Derive to:

• (a) create, store or distribute content that is unlawful where you are or where we are;
• (b) infringe someone else's intellectual property, privacy or other rights;
• (c) harass, threaten, defame or abuse anyone;
• (d) create, store or distribute child sexual abuse material, or any sexual content involving a minor. There is no tolerance for this and no warning;
• (e) depict or promote violence, self-harm or terrorism;
• (f) transmit malware, attempt to gain unauthorised access to our systems or anyone else's, probe or load-test our systems without permission, or interfere with the Service;
• (g) impersonate another person or misrepresent your affiliation with anyone;
• (h) circumvent any limit, gate, rate limit or paywall in the Service, or share a subscription with people it was not sold to.

7.2 Reporting. If you believe content in Derive breaches clause 7.1, email matt@derivenotes.com with enough detail to find it. We will acknowledge your report, review it, and act where the report is well founded. We aim to act on credible reports of the most serious categories, including clause 7.1(d), within 24 hours.

7.3 If we act on your content. If we remove content of yours, or restrict or suspend your account, we will tell you what we removed or restricted, why, whether the decision was made by a person or by automated means, and how to challenge it. You can challenge it by replying to matt@derivenotes.com within 30 days, and we will give you a reasoned decision within 14 days of your challenge.

7.4 Copyright complaints. If you believe material in Derive infringes your copyright, email matt@derivenotes.com with: the work you say is infringed, where the material is, your contact details, a statement that you believe in good faith the use is not authorised, and a statement that the information is accurate and you are authorised to act. We will remove or disable access to material that is the subject of a valid notice, tell the user, and give them a chance to respond. We terminate the accounts of repeat infringers.

7.5 Academic integrity is your responsibility. Derive is a study tool. Many schools, universities and exam boards have rules about using AI assistance in assessed work, and those rules differ and change. You are responsible for knowing and following the rules that apply to you. Do not submit AI output as your own work where your institution prohibits it. We are not responsible for the consequences if you do, and we cannot advise you on your institution's rules.

7.6 Not for classroom adoption. Derive is licensed to you for your own personal study. It may not be adopted, required, directed or administered by a school, district, university, teacher or employer for use by students or staff, and we do not accept student records from an institution. Derive is not a "school official" under the US Family Educational Rights and Privacy Act, and we do not offer a student data privacy agreement. Nothing in the Service gives a teacher or an institution any visibility of, or control over, a student's account or notes. See Children and students.

8. AI features, and what AI output is worth

8.1 AI is part of how Derive works. Reading your handwriting and answering questions about your page are core functions of Derive. They cannot be switched off, because without them Derive is a blank canvas. To do them, a rendered image of the part of your page you are working on, and the recognised text of the surrounding lines, are sent to AI providers outside Australia. The current providers are named on our Subprocessors page and in the app.

8.2 Some AI features are optional. Summaries, page titles, practice questions, diagram generation, search indexing and text or code extraction from images can be switched off in Settings. Switching them off does not stop handwriting recognition, because that is clause 8.1.

8.3 AI output can be wrong. Handwriting recognition can misread what you wrote. The tutor can mark correct work as wrong, mark wrong work as correct, give a flawed explanation, invent a step, or produce a confident answer that is simply false. Generated practice questions, summaries, titles and diagrams have the same problem. This is a property of the technology and not a defect we can promise to remove.

8.4 Do not rely on AI output without checking it. AI output in Derive is study assistance. It is not professional, academic, legal, financial, medical, engineering or safety advice, and it is not a substitute for your own working or your lecturer. Check it before you rely on it, and check it especially before you rely on it in anything that is assessed, submitted, published or built.

8.5 We make no warranty of accuracy. To the extent the law allows, we give no warranty that AI output is accurate, complete, current or fit for any purpose. Clause 22 and clause 23 set out the rights you have that we cannot exclude, and this clause does not touch them.

8.6 Content generated by AI. Where Derive produces text, questions, summaries or images for you, they are generated by an AI system. As between you and us, you may use that output on your pages as your own. We make no representation that AI output is protected by copyright anywhere, and identical or similar output may be produced for other users. You must not use AI output from Derive to develop or train a machine learning model, which is also a restriction our own AI providers place on us.

Paying for Derive Pro

9. Derive Pro: subscriptions, trials and renewal

9.1 What is sold. Derive Pro is a subscription. It is sold on two rails: through Stripe for the web, Mac and Windows (clause 10), and through Apple in-app purchase for iPhone and iPad (clause 11). Which rail applies is decided by where you buy, not by which device you use afterwards. A subscription bought on either rail unlocks Derive Pro on every platform, on the same account.

9.2 Plans and prices. There are two plans, monthly and annual. Prices vary by country and are charged in your local currency where we support it. The current price, the billing period and the currency are shown to you at checkout before you pay, and again in the receipt sent by our payment provider, and that is the price that applies to you. Prices can change for future billing periods under clause 9.8 and clause 27, never for a period you have already paid for.

9.3 Tax-exclusive currencies. For purchases priced in US dollars and Canadian dollars, the price shown is exclusive of sales tax. Sales tax is calculated and added at checkout, so the amount charged is higher than the price displayed. For all other currencies the price shown includes any applicable tax and is the amount charged. See also clause 12.

9.4 Free trials. The standard free trial is 7 days. If you accepted a friend's referral, the trial is 30 days. We sometimes offer a longer trial through a specific offer, and where we do, the offer's stated length applies.

9.5 One trial, once. A free trial is available once per account. If your account has ever held a paid subscription, you will not be offered another trial.

9.6 A trial becomes a paid subscription automatically. Unless you cancel before the trial ends, your trial converts to a paid, automatically renewing subscription at the price and interval shown to you when you started it, and you are charged then.

9.7 Automatic renewal. Your subscription renews automatically at the end of each period, at the then-current price for your plan, until you cancel. Monthly plans renew monthly. Annual plans renew annually.

9.8 Price changes. We may change our prices. A price change applies only from your next renewal, never retroactively and never mid-period. We will tell you at least 30 days before a price change takes effect, by email to the address on your account, and you may cancel before it takes effect. If a price was locked as part of a specific offer, we will not raise it (clause 13.5).

9.9 Reminders. For annual plans we send a reminder before renewal.

10. Buying on the web, Mac or Windows (the Stripe rail)

10.1 Stripe is the seller. Purchases made on the web, in the Mac app or in the Windows app are processed through Stripe under Stripe's managed payments, which makes Stripe the merchant of record for that sale. Stripe takes the payment, calculates and charges any applicable tax, and issues the receipt. Derive supplies the Service to you and remains responsible to you for the Service under these Terms.

10.2 Payment details. Derive never receives your full card number. We store only the card brand, the last four digits and the expiry month, copied from Stripe so we can show you which card is on file, plus the Stripe customer and subscription identifiers.

10.3 Cancelling. You can cancel at any time in Settings, Account, with no retention questions and no reason required. Cancellation on this rail always takes effect at the end of the period you have already paid for. You keep Derive Pro until then, and you are not charged again.

10.4 Cancelling without signing in. You can also cancel without logging in, at derivenotes.com/cancel. Enter the email address on the account and follow the link we send you. This route exists so that losing access to your account never means losing the ability to stop being billed. If you are exercising an EU or UK right of withdrawal, see clause 14.4 for how to tell us, so that we also refund you.

10.5 Managing billing. Invoices, receipts and payment methods are held by Stripe and reached through Stripe's customer portal, which you open from Settings.

11. Buying inside the iPhone or iPad app (the Apple rail)

11.1 Apple is the seller. If you subscribe inside the Derive app on iPhone or iPad, the purchase is an Apple in-app purchase. Apple is the seller and Apple bills you. Apple sets the price in your storefront, runs the introductory free trial, and handles renewals, cancellations and refunds. We receive confirmation of your subscription status from Apple through RevenueCat, and we unlock Derive Pro on your account.

11.2 Apple's renewal terms. For in-app purchases:

• Payment is charged to your Apple Account at confirmation of purchase.
• Your subscription renews automatically unless you turn off auto-renew at least 24 hours before the end of the current period.
• Your Apple Account is charged for the renewal within 24 hours before the end of the current period.
• You manage your subscription and turn off auto-renew in your Apple Account settings, not in Derive.
• Where an offer includes a free trial, any unused part of the trial is forfeited when you buy the subscription.

11.3 We cannot cancel an Apple subscription for you. Derive has no ability to cancel, change or refund a subscription billed by Apple. This includes when you delete your Derive account: deleting your Derive account does not cancel an Apple subscription, and Apple will keep charging you until you cancel it in your Apple Account settings. If you are billed by Apple and you want the billing to stop, cancel with Apple first.

11.4 Refunds on the Apple rail. Refunds for App Store purchases are requested from Apple at reportaproblem.apple.com. We generally cannot grant them. Your consumer rights under clause 22 and clause 23 still apply to us as the supplier of the Service.

11.5 Changing plans. If Apple bills you, plan changes happen in the App Store subscription settings on your iPhone or iPad. We deliberately do not offer a plan change on any other surface for Apple-billed subscribers, because doing so would risk buying you a second, parallel subscription while the first keeps billing.

12. Taxes

12.1 On the Stripe rail, Stripe is the merchant of record and calculates, collects and remits applicable consumption taxes such as GST, VAT and US and Canadian sales tax. On the Apple rail, Apple does the same.

12.2 For prices in US dollars and Canadian dollars, sales tax is added on top of the displayed price at checkout. For every other currency the displayed price includes tax.

12.3 You are responsible for any tax that applies to you personally as a result of your purchase and that is not collected at checkout.

13. Offers, referrals, codes and legacy plans

13.1 Referrals. If you invite friends with your referral link: your friend gets a 30 day free trial instead of 7 days, and you earn free months of Derive Pro when invited friends subscribe and stay past a holding period (14 days for monthly, 30 days for annual). Free months are earned on a milestone ladder as friends clear that holding period, and the programme repeats in cycles with limits on how much can be earned in a rolling 12 months. Rewards are credited to your account, not paid in cash, and cannot be transferred or exchanged for money. Delivery of a reward on the Apple rail is limited by what Apple's offer system can express, so the same reward may be delivered slightly differently on each rail.

13.2 Promotion codes. We sometimes issue promotion codes, for example a code giving 20% off for as long as the subscription lasts. Codes are redeemed on Stripe's own checkout page, are usually single use, are personal to the recipient, and cannot be transferred or exchanged for cash. Codes are not available inside the iPhone or iPad app.

13.3 Win-back and extended trial offers. We sometimes offer a discount to someone whose trial or subscription has ended, or an extended trial. Where we do, the terms shown with the offer govern that offer, including its length, its size and how long it stays open.

13.4 Complimentary accounts. We sometimes grant Derive Pro at no charge, for example to testers or contributors. A complimentary grant is a gift, not a purchase. It confers no consumer guarantee arising from payment, we may end it on reasonable notice, and it cannot be exchanged for money.

13.5 Founding Members. If you bought a Founding Member place, the terms presented at the time govern, including the locked rate. We will not increase a price that was locked under that offer. Founding billing restarts as described in that offer. Where the offer terms and these Terms conflict, the offer terms win for that plan. The Refund Policy covers the founding payment itself.

13.6 One offer at a time. Where more than one offer could apply, you get the best one you qualify for, and offers do not stack unless we say they do.

13.7 Abuse. We may withdraw an offer, reverse a reward or close an account where a programme is being gamed, for example by creating accounts to farm referrals or trials.

14. Cancelling, refunds and changing your mind

14.1 Cancelling. See clause 10.3 and 10.4 for the Stripe rail, and clause 11.2 for the Apple rail. Cancelling stops future billing. It does not, by itself, refund the period you are in.

14.2 The Refund Policy. Our Refund Policy forms part of these Terms and explains how to ask for a refund, how long we take, and what we can and cannot do on each rail. Where the two differ, this clause 14 governs.

14.3 Discretionary refunds. Outside the rights described below, refunds are at our discretion. Email matt@derivenotes.com and tell us what happened. We aim to respond within 5 business days.

14.4 EU, EEA and UK: your 14 day right to change your mind. If you are a consumer in the EU, EEA or UK and you bought on the web, Mac or Windows, you have 14 days from the day the contract is concluded to withdraw, for any reason or no reason. You do not need our agreement.

• The refund is in full. We do not ask you to waive this right at checkout and we do not collect the express request and acknowledgment that would let a trader deduct for the time already supplied. So no proportionate deduction is made.
• How to withdraw. Any clear statement is enough. Email matt@derivenotes.com, or use the model withdrawal form in our Refund Policy. It counts if you send it before the deadline, even if it arrives after. If you cancelled at derivenotes.com/cancel within the 14 days, email us as well, so that we know to treat the cancellation as a withdrawal and refund you.
• When you get the money. Within 14 days of telling us, to the same payment method, with no fee.
• If you withdraw during a free trial, the subscription ends and there is nothing to refund because nothing has been charged.
• This right is separate from, and additional to, your rights in clause 22 and clause 23.

14.5 Apple purchases. If Apple billed you, Apple issues the refund. See clause 11.4.

14.6 Deleting your account while subscribed. Deleting your account cancels a Stripe subscription immediately, not at the end of the period, and the unused part of the period is not refunded automatically. If you want to use the time you have paid for, cancel first under clause 10.3, let the period run out, and then delete. If you have already deleted and there was unused time left, you can ask us under clause 14.3, and your rights under clauses 22 and 23 are unaffected. Deleting your account does not cancel an Apple subscription (clause 11.3).

15. What happens when your subscription ends

15.1 You keep your work. If your trial or subscription ends, we do not delete your notebooks. You can still sign in, open every notebook, read it, search it, move things to trash, restore from trash, delete things, and export.

15.2 What we may limit. Derive Pro features are included only while a subscription, trial or grant is active. Once it ends, we may limit your account to reading, searching, managing and exporting what you already have, so that new edits, new notebooks, sections and pages, imports and AI features need a subscription again. If we start applying that limit to an account that has already lapsed, we will tell that user by email first.

15.3 If you have never subscribed. If you have never had Derive Pro, you get full editing and full AI on one page in one notebook, so you can see whether Derive works for you before paying.

15.4 Getting back in. Subscribing again restores full access to everything you already had. Nothing is lost in the meantime.

The Service, ending, and your data

16. Availability, changes, and where Derive is sold

16.1 No uptime promise. We do not promise the Service will be uninterrupted, always available, or error free. It depends on third parties including hosting, payment, email and AI providers, and on your own device and connection.

16.2 Maintenance and outages. We may take the Service down for maintenance. Where an outage is planned and material, we will try to tell you in advance.

16.3 Changes to the Service. We may add, change or remove features. Where a change materially and more than trivially reduces your access to or use of Derive Pro, and it goes beyond what is needed to keep the Service working as described, we will give you reasonable advance notice and you may cancel free of charge within 30 days and receive a pro rata refund of any prepaid period, unless we offer you the option to keep Derive as it was at no extra cost.

16.4 Discontinuing Derive. If we ever decide to discontinue the Service, we will give you at least 90 days notice by email, keep the export function working throughout that period, and refund the unused part of any prepaid subscription.

16.5 Where Derive is available. Derive is not offered in every country. Derive Pro can be bought only in the countries where our payment providers and the App Store make it available to us, and we may add or remove a country, including where a law makes it impractical for us to operate there. Clause 3.4 lists the countries with an age floor and the one where Derive must not be used. You must not use Derive if doing so would breach a sanction, embargo or export control that applies to you.

17. Suspension and termination

17.1 You can leave at any time. Delete your account in Settings, Account. See clause 18 for what happens next.

17.2 When we can suspend or terminate. We may suspend or terminate your access if:

• (a) you seriously or repeatedly breach these Terms, in particular clause 7;
• (b) we are required to by law, a court, or a platform we distribute through;
• (c) it is necessary to protect the Service, other users, or someone's safety; or
• (d) your payment fails and remains unpaid after we have told you and given you a reasonable chance to fix it.

17.3 Notice, reasons and challenge. Except where clause 17.4 applies, we will give you at least 14 days written notice before suspending or terminating, tell you the reason, and give you a chance to put it right or to respond. You can challenge a decision by emailing matt@derivenotes.com and we will give you a reasoned answer within 14 days.

17.4 Immediate action. We may act immediately, without prior notice, where there is a serious and imminent risk: child sexual abuse material, a credible threat to someone's safety, an active attack on our systems, or a legal order requiring it. We will still tell you what we did and why, as soon as we reasonably can, and you can still challenge it.

17.5 Refund on termination. If we terminate or suspend your access for a reason that is not your material breach, we will refund the unused part of any prepaid period pro rata.

17.6 What survives. Clauses 6.2 and 6.3 for content already processed, 6.6, 6.8, 8.5, 20, 21, 22, 23, 24, 25, 26 and 29 survive the end of this agreement.

18. Your data after you leave, and export

18.1 Deleting your account. When you ask us to delete your account, we hold the request for a 7 day grace period so you can change your mind, then permanently delete the account and the notebooks synced to it. We aim to complete a deletion within 30 days of the request. The Privacy Policy describes what is deleted, what is kept, and how long each step takes.

18.2 What is not deleted, and why.

• Billing records. We keep the money ledger and the raw payment records, including after your account is gone, because Australian tax and accounting law requires it. The Privacy Policy states the period.
• Models and datasets. Models we have already trained, and aggregate statistics, are not unwound by your deletion (clause 6.6).
• The copy on your device. Deleting your account does not by itself erase the local copy on your device. Sign out, clear the app's storage, or remove the app.
• Apple subscriptions. See clause 11.3. Deleting your account does not stop Apple billing you.

18.3 Export. You can export a copy of your notebooks from Settings, Account, at any time, including after your subscription ends. Export runs against the copy of your notebooks held locally by the app on your device, so export before you delete your account, sign out, or remove the app. If you have lost access and need your work, email matt@derivenotes.com and we will help.

18.4 Inactive accounts. We do not currently delete accounts for inactivity. If we ever introduce an inactivity policy, we will give you at least 60 days notice by email and a chance to export first.

19. Third party services

19.1 Derive relies on third parties to work: hosting, payments, email, error monitoring, analytics and AI providers. They are listed on our Subprocessors page and described in the Privacy Policy.

19.2 We choose them carefully and put contracts in place, but we do not control their systems and cannot guarantee their conduct or their uptime. Where a third party causes a failure, our responsibility to you is set by clauses 21 to 24 and by the consumer rights in clauses 22 and 23.

19.3 Where you connect Derive to a third party service yourself, for example by authorising an external AI assistant to read your notes through our connector, you are choosing to send your notes to that service, and that service's own terms and privacy policy govern what it does with them.

19.4 Links in Derive to other websites are for convenience. We are not responsible for their content.

20. Our intellectual property

20.1 Derive, including the app, the software, the models we train, the design, the branding, the name and the logo, belongs to us or our licensors. Nothing in these Terms transfers any of it to you beyond the licence in clause 5.

20.2 Content we provide inside Derive, such as templates or sample material, remains ours and is licensed to you for your own study use only.

20.3 You must not use our name, logo or branding without our written permission, except to refer to Derive accurately.

Liability, consumer rights and disputes

21. Disclaimers

21.1 Subject to clauses 22 and 23, and to any other right you have that cannot be excluded, Derive is provided "as is" and "as available", and we exclude all warranties, conditions and representations not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

21.2 Subject to those same clauses, we do not warrant that the Service will be uninterrupted, timely, secure or error free, that defects will be corrected, that handwriting recognition will be accurate, or that AI output will be correct.

21.3 Nothing in clause 21 limits the specific promises we do make elsewhere in these Terms, including the notice periods and refunds in clauses 9.8, 16.3, 16.4 and 17.5.

22. Australian Consumer Law

22.1 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

22.2 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded.

22.3 Where the Australian Consumer Law allows us to limit our liability for breach of a guarantee, and the goods or services are not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to resupplying the service or paying the cost of resupply. We do not apply this limitation to a consumer acquiring Derive for personal study.

23. EU and UK consumers

This clause applies if you are a consumer in the EU, EEA or the UK. It prevails over anything else in these Terms that conflicts with it.

23.1 Conformity. Derive must be what we said it is: fit for the purposes digital content of this kind is normally used for, matching the description, features and support we told you about, and of the quality and performance normal for comparable software.

23.2 Updates. We will supply updates, including security updates, for as long as your subscription lasts, and we will tell you about them. We are not responsible for a problem that arises only because you chose not to install an update we told you about and made available.

23.3 If Derive is not as described. You are entitled to have it brought into conformity free of charge within a reasonable time and without significant inconvenience. If we do not, or cannot, you are entitled to a proportionate reduction of the price, or to end the contract and get a refund for the affected period. For a serious failure you may end the contract immediately.

23.4 Burden of proof. We carry the burden of proving that the Service was in conformity during your subscription period.

23.5 Changes. See clause 16.3. Where we change Derive beyond what is needed to keep it in conformity, and the change negatively and more than trivially affects your access or use, you get reasonable advance notice and a free right to end the contract within 30 days, unless we let you keep Derive unchanged at no cost.

23.6 Withdrawal. See clause 14.4 for the 14 day right of withdrawal.

23.7 These rights are cumulative. Your rights under Directive (EU) 2019/770 and its UK equivalents, your 14 day withdrawal right, and the no-login cancellation route at derivenotes.com/cancel are separate and additional. Using one does not give up another.

23.8 App Store purchases. For purchases made through the App Store, Apple is the seller and Apple handles refunds. Your digital content rights against us as the supplier of the Service still apply.

23.9 Online dispute resolution. If you are an EU consumer, you may raise a complaint through your national consumer authority or an approved alternative dispute resolution body. We are not currently signed up to any particular ADR scheme, and we will engage in good faith with an approved body if you go to one.

24. Limitation of liability

24.1 What we never limit. Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; gross negligence or wilful misconduct; anything under clause 22; anything under clause 23; or anything else that cannot be limited under the law that applies to you.

24.2 What we exclude. Subject to clause 24.1, we are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill or business opportunity.

24.3 Data loss. Subject to clause 24.1, we are not liable for loss or corruption of your data beyond the cap in clause 24.4. Derive syncs and stores your notes and we take that responsibility seriously, but you should keep your own copies of work that matters. The export function in clause 18.3 exists for exactly this.

24.4 Cap. Subject to clause 24.1, our total aggregate liability arising out of or in connection with these Terms and the Service is limited to the greater of: (a) the total amount you paid us in the 12 months before the event giving rise to the liability; and (b) A$100. For a consumer, this cap never operates to reduce a remedy below the amount you paid for the period affected.

24.5 Allocation of risk. These limits reflect the price of the Service and are a reasonable allocation of risk between us. They apply regardless of the form of action.

25. Indemnity

25.1 If you are not a consumer, you agree to indemnify us against reasonable losses, liabilities and costs arising from Your Content, your breach of these Terms, or your misuse of the Service.

25.2 This does not apply to the extent the loss was caused by our own negligence, breach or fault, and it does not apply to any liability that cannot be transferred to you under the law that applies to you.

25.3 If you are a consumer, clause 25.1 does not apply to you. Your responsibility is limited to what the general law imposes.

26. Complaints, disputes, governing law and where you can sue

26.1 Talk to us first. If something has gone wrong, email matt@derivenotes.com and give us 30 days to sort it out. Most things are fixable this way and it is faster than anything else in this clause. You do not have to do this before exercising a consumer right, and this clause does not stop you going to a regulator or to court.

26.2 Governing law. These Terms are governed by the laws of Queensland, Australia, and the laws of the Commonwealth of Australia that apply there, without regard to conflict of laws rules.

26.3 Consumer carve-out. Clause 26.2 does not deprive you of the protection of the mandatory laws of the country where you habitually live. If you are a consumer, you may bring proceedings in the courts of the country where you live, and you keep every right your own law gives you. We will only bring proceedings against a consumer in the courts of the country where that consumer lives.

26.4 Everyone else. If you are not a consumer, you and we submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.

26.5 No class waiver, no arbitration clause. We do not require you to arbitrate, and we do not ask you to give up any right to participate in a class or representative action. If your law gives you one, you keep it.

26.6 Small claims. Nothing in this clause stops either of us bringing a claim in a small claims tribunal or its local equivalent.

Changes, notices and the small print

27. Changes to these Terms

27.1 Notice. We may update these Terms. Where a change is material, we will tell you at least 30 days before it takes effect, by email to the address on your account and by a notice in the app.

27.2 Your options. If you do not accept a material change, you may cancel before it takes effect and we will refund the unused part of any prepaid period pro rata. If you keep using Derive after the change takes effect, the updated Terms apply to you.

27.3 Your current period. A material change does not apply to a period you have already paid for unless it is in your favour or the law requires it.

27.4 Non-material changes. Corrections, clarifications and changes required by law may take effect when posted. We will still update the date at the top.

27.5 Old versions. We keep the superseded versions of these Terms and will send you a copy on request.

28. Notices

28.1 To you. We give notice by email to the address on your account, and where the notice is material, also in the app. It is treated as received the day after we send it. Keep your email address current.

28.2 To us. Email matt@derivenotes.com, or write to Derive Notes Pty Ltd, 2/290 Boundary Street, Spring Hill QLD 4000, Australia.

29. General

29.1 Severability. If a clause is found unenforceable, it is severed or read down to the minimum extent necessary and the rest stays in force.

29.2 Entire agreement. These Terms and the documents in clause 2.2 are the whole agreement between us about the Service. This does not exclude liability for fraudulent misrepresentation, and it does not affect any consumer right.

29.3 No waiver. If we do not enforce a right straight away, we have not given it up.

29.4 Assignment. You may not transfer your rights under these Terms. We may transfer ours to a successor in connection with a merger, acquisition or sale of assets, provided your rights under these Terms are not reduced. We will tell you before that happens.

29.5 Force majeure. Neither of us is liable for a failure caused by something genuinely outside our reasonable control, for as long as it lasts. If it lasts more than 30 days, either of us may end the agreement and we will refund the unused part of any prepaid period.

29.6 Third party rights. Except for Apple under clause 30, nobody who is not a party to these Terms may enforce them.

29.7 Headings. Headings are for navigation and do not affect meaning.

29.8 Beta and preview features. We sometimes label a feature as beta, preview or experimental. Those features are provided for you to try, may change or be withdrawn, and clauses 21 and 24 apply to them with particular force. We will not charge you for a beta feature without telling you first.

30. Apple's required terms

This clause applies to the Derive app obtained from the Apple App Store, and is required by Apple.

30.1 This agreement is with us, not Apple. These Terms are between you and Derive Notes Pty Ltd only. Apple is not a party.

30.2 Scope of licence. The licence in clause 5 is limited to a non-transferable licence to use Derive on any Apple-branded product you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions.

30.3 Maintenance and support. Derive is solely responsible for maintenance and support. Apple has no obligation to provide either.

30.4 Warranty. Derive is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If Derive fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app to you. To the maximum extent permitted by law, Apple has no other warranty obligation at all with respect to Derive.

30.5 Product claims. Derive, not Apple, is responsible for addressing any claim by you or a third party relating to Derive or your possession and use of it, including product liability claims, any claim that Derive fails to conform to a legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation.

30.6 Intellectual property claims. If a third party claims that Derive infringes their intellectual property rights, Derive, not Apple, is solely responsible for the investigation, defence, settlement and discharge of that claim.

30.7 Legal compliance. You represent and warrant that you are not located in a country subject to a US Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any US Government list of prohibited or restricted parties.

30.8 Third party terms. You must comply with any applicable third party terms of agreement when using Derive.

30.9 Third party beneficiary. Apple and Apple's subsidiaries are third party beneficiaries of these Terms, and upon your acceptance Apple has the right, and is deemed to have accepted the right, to enforce these Terms against you as a third party beneficiary.

30.10 Contact. For questions, complaints or claims about Derive, contact matt@derivenotes.com.

31. Other distribution channels

31.1 Derive is distributed as a web app, as a Mac and Windows desktop app, and as an iPhone and iPad app through the Apple App Store. Where we distribute through another store in future, that store's required additional terms will apply to app copies obtained from it, and we will publish them here.

32. Contact

Derive Notes Pty Ltd (ACN 696 859 597), 2/290 Boundary Street, Spring Hill QLD 4000, Australia.

Email: matt@derivenotes.com

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