MY TRAINING SITE PTY LTD TERMS AND CONDITIONS OF USE

INTRODUCTION

We require that you read the following information, complete your details and tick the “I agree" box prior to viewing and accessing material owned by My Training Site Pty Ltd. Your primary obligations under the following agreement are:

1. You must not use material owned by My Training Site Pty Ltd for purposes other than your training, assessment and access to support services.

2. You must not incorporate material owned by My Training Site Pty Ltd into your own materials.

3. You must not use material owned by My Training Site Pty Ltd in your own materials.

4. You must not modify material owned by My Training Site Pty Ltd for use in your own materials.

5. You must not reproduce material owned by My Training Site Pty Ltd.

6. Only persons authorised to view and access material owned by My Training Site Pty Ltd can so view and access that material.

7. You must not share your system account across multiple users.

The agreement set out below is legally binding and governs your use of material owned by My Training Site Pty Ltd. To agree to these terms, click “I Agree". If you do not agree to these terms, do not click “agree", and do not use the materials.

TERMS AND CONDITIONS BETWEEN:

1. MY TRAINING SITE PTY LTD (ACN: 602 975 940) (“My Training Site"), a company limited by guarantee, with its registered office at c/- Accrue Chartered Accountants, Level 1, 8 Phipps Close, Deakin, in the Australian Capital Territory. All references to “We", “Us" and “Our" throughout this agreement are taken to refer to My Training Site; AND

2. YOU.

AGREEMENT

NOTE the meanings of defined terms are in the Dictionary at the end of this agreement.

1. Licence

1.1 Subject to the terms and conditions contained in this Agreement, You are granted a nonexclusive licence for the duration of the Term to:

(a) Use My Training Site Materials for any Authorised Use, including Your training, assessment and access to support services.

1.2 It is a term of the Licence that You will not use My Training Site Material for any Adverse Use or Commercial Use.

1.3 We retain ownership of all Intellectual Property contained in My Training Site Material and the grant of the Licence does not constitute a grant, waiver or other limitation of any right that We have as the owner of the Intellectual Property in My Training Site Material. Our Intellectual Property includes:

(a) All copyrights subsisting in and to My Training Site Material (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software; and

(b) All trademarks (whether registered or not), including Our trademark.

2. Terms of Usage

2.1 You must use My Training Site Material in compliance with the applicable usage rules established by Us, which are set out in clause 2.4 (“the Terms of Usage"). Any other use of My Training Site Material will constitute an infringement of the Licence and Our Intellectual Property.

2.2 We reserve the right to modify the Terms of Usage at any time by written notice to You, which modification will take effect upon Your deemed acceptance of the same pursuant to clause 6.3.

2.3 You agree that We may suffer irreparable harm if the Terms of Usage are breached for which damages will not be an adequate remedy and that We may enforce the Terms of Usage without notice to You, including by seeking urgent injunctive relief, without needing to prove actual damage.

2.4 As at the Commencement Date the Terms of Usage are as follows:

(a) You must not use My Training Site Material for a Commercial Use;

(b) You must not use My Training Site Material in any manner that amounts to Adverse Use;

(c) You must not incorporate My Training Site Material into Your own material;

(d) You must not modify My Training Site Material for use in Your own material;

(e) You must not reproduce My Training Site Material;

(f) You must not share Your system account for access to My Training Site Material across multiple users; and

(g) You must not infringe, in any way, upon any Moral Rights subsisting in My Training Site Material.

3. Indemnity

3.1 By using My Training Site Material, You agree, to the extent permitted by law, to indemnify and hold Us and Our directors, officers, employees, affiliates, agents, contractors, and licensees (other than You) harmless with respect to any Loss or Claims arising out of:

(a) Your breach of this Agreement;

(b) Your use of any My Training Site Material;

(c) Any action taken by Us as part of Our investigation of a suspected breach of this Agreement, or as a result of Our finding or decision that a breach of this Agreement occurred; or,

(d) Any information supplied by You to Us.

3.2 You acknowledge that, if You breach the terms of the Licence and derive any profit or benefit as a result (including by using My Training Site Material for a Commercial Use), We may, at Our election;

(a) Claim compensation in respect of any Loss We suffer; or

(b) Seek an account of profits from You.

4. Electronic Submissions

4.1 You acknowledge that Your electronic submissions constitute Your agreement and intent to be legally bound by this Agreement.

4.2 Your selection of “I Agree" at the conclusion of this Agreement is deemed a signature within the meaning of s10 of the Electronic Transaction Act 1999 (Cth).

5. Termination

5.1 If You fail to comply with any of the provisions of this Agreement, We may by written notice to You, in Our discretion:

(a) Terminate this Agreement; and/or

(b) Terminate Your Licence; and/or

(c) Preclude access to My Training Site Material (or any part thereof).

5.2 If this Agreement or Your Licence is terminated:

(a) You must return all My Training Site Material to Us as directed in Our notice; and

(b) You must indemnify Us, and keep Us indemnified, for all Loss suffered or Claims made against Us arising out of the circumstances of the termination.

5.3 Nothing in this clause 5 limits or otherwise affects any other rights that We have or may have against You at common law, in equity or under statute if You breach this Agreement.

6. Modification and Changes

6.1 You acknowledge that, if We change any part of or discontinue My Training Site Material, which We may do in Our discretion, You may not be able to use My Training Site Material to the same extent as prior to such change or discontinuation, and that We shall have no Loss to You in such case.

6.2 We reserve the right to modify, suspend or discontinue My Training Site Material, or any part or content thereof, at any time with or without notice to You, and We will not be liable to You or to any third party should We exercise such rights.

6.3 We reserve the right to modify this Agreement and to impose new or additional terms or conditions on Your use of My Training Site Material by giving You written notice of the same. Such modifications and additional terms and conditions will be effective immediately upon receipt of said notice and incorporated into this Agreement. Your continued use of any My Training Site Material after receiving such notice will constitute acceptance thereof.

7. General

7.1 Notices

(a) A notice required or permitted to be given by one party to another under this Agreement must be in writing sent to the party at the address as set out below:

(i) My Training Site: support@mytrainingsite.com.au.

(ii) You: the Service Address.

(b) Notices may be given by email, and notice sent by email is deemed to be given at the time of sending unless the recipient notified the sender that the email was not received or was received in an incomplete or wholly or partially indecipherable form within 12 hours of sending.

7.2 Privacy

Information provided to Us by You will be dealt with in accordance with the Privacy Act 1988 (Cth), as outlined in Our Privacy Policy and Collection Notice which can be found at www.mytrainingsite.com.au.

7.3 Governing law and jurisdiction

(a) This Agreement is governed by the laws in force in the Australian Capital Territory.

(b) The parties agree to submit to the non-exclusive jurisdiction of the Courts of the Australian Capital Territory and any courts which hear appeals from those courts in respect of any proceedings in connection with this Agreement.

7.4 Severability

Any provision in this Agreement which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision, provided that the Agreement as read down or severed still operates to give effect to the intentions of the parties.

7.5 Entire Agreement

This Agreement is the entire agreement of the parties in relation to the grant of Licence of My Training Site Material by Us. All representations, communications and prior agreements in relation to that subject matter are merged in and superseded by this Agreement. For the avoidance of doubt, in the event that any My Training Site Material provided to You contains terms and conditions which relate to the subject matter of this Agreement or which are inconsistent with this Agreement, the terms of this Agreement prevail.

7.6 Survival

The provisions of this Agreement which expressly or by implication are intended to survive the termination of this Agreement will survive any termination of this Agreement, whether that termination occurs pursuant to clause 7 or otherwise. To avoid any doubt and without limiting the generality of the foregoing, the following clauses survive the termination of this Agreement: clauses 2, 3, 4, 5, 7, 8.

7.7 Links to third party websites

You agree that We are not responsible for the content of any third party websites whose external hyperlinks may be included within My Training Site Material. We take no care or responsibility for the consequential actions of a user of My Training Site Material choosing to access any such third party website.

8. Dictionary

8.1 Definitions

In this Agreement, unless the context indicates otherwise:

Adverse Use" means any use of My Training Site Material that would:

(a) Be illegal or unlawful;

(b) Potentially cause damage to Our reputation;

(c) Not be in accordance with the objects and purposes of the My Training Site Material as reasonably determined by Us; or

(d) Constitute use of any trademark (whether registered or unregistered) owned by Us or any sign that is substantially identical with or deceptively similar to the said trademark(s) in order to distinguish, or for the purposes of distinguishing Your goods and/or services from those of other persons.

Agreement" means this Agreement and includes the form below completed by You.

Authorised Person" means any individual who, as a result of an agreement between Us and You, has been authorised to view and access My Training Site Material.

Authorised Use" means any use of My Training Site Material that does not constitute Adverse Use or Commercial Use.

Claims" means any and all claims, suits, demands, actions, debts, liabilities or proceedings however and wherever made or instituted and whether arising under statute, common law (including negligence) or equity, including, where the term is used in a provision conferring an indemnity, the legal costs and disbursements associated with the same assessed on a full indemnity basis.

Commencement Date" means the date You select “I Agree" at the bottom of this Agreement and submit the same to Us.

Commercial Use" means any use of My Training Site Material as a result of which You, or an associated entity (as defined by s51AAA of the Corporations Act 2001 (Cth));

(a) Derive any profit;

(b) Obtain any payment; or

(c) Obtain any income or benefit in kind whatsoever.

Intellectual Property" includes all copyright (including rights in relation to phonograms and broadcasts), all rights in relation to inventions (including patent rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, circuit layouts and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Licence" means the licence granted in clause 1.1 of the Agreement.

  • “Loss" means any and all loss or damage caused by an act, omission or set of circumstances and includes the following:
  • (a) loss of prospective income;
  • (b) consequential loss;
  • (c) damage to goodwill or reputation; and
  • (d) where the term is used in a provision conferring an indemnity, legal costs and disbursements associated with recovery of the Loss assessed on a full indemnity basis.

Moral Rights" means the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment), the right of attribution of authorship of a work, and the right not to have authorship of a work falsely attributed, and any other rights contained from time to time in Part IX of the Copyright Act 1968 (Cth).

My Training Site Material" means all documents, equipment, software (including source code and object code), goods, information and data stored by any means and any and all such material downloaded, copied, printed or otherwise obtained by You in any manner whatsoever in which We own Intellectual Property.

Service Address" means the email address You provide at the time of agreeing to this Agreement.

Term" means the term of this Agreement, which will commence on the Commencement Date and will end on the date on which this Agreement is terminated.

8.2 Interpretive Rules

In this Agreement, unless the context indicates otherwise

(a) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, or any subordinate legislative instrument issued under, that legislation or legislative provision;

(b) the singular includes the plural and vice versa;

(c) a reference to any gender includes all genders;

(d) a reference to recital, clause or schedule is to a recital, clause or schedule of or to this Agreement;

(e) a reference to any agreement, award or document is to that agreement or document (and, where, applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

(f) a reference to any party to this Agreement or any other document or arrangement includes that party's executors, administrator, substitutes, successors and permitted assignees;

(g) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and,

(h) the word “includes" in any form is not to be construed as a word of limitation and an example of a thing can expand but not limit the meaning of that thing.