BroadLEARN™ IELTS - Terms and Conditions of Use -
Student
1.
Definitions.
In this
agreement, the following definitions apply unless the context requires
otherwise:
Activation
Key means the programming key provided to You to activate
the program.
Licence
Fee means the fee
You pay to Us for Your use of the Program as specified on the online Order Form.
Order Form means the online form that is
completed by You as part of the transaction process to purchase the Program
Program
means the
BroadLEARN™ IELTS program specified on the Order Form provided by Us to You
under this agreement.
Software means the software We use to allow
the Program to be made available for access by You.
We, Us, Our or similar
words mean Mediasphere Holdings Pty Ltd, ABN 93 120 008 924, trading as
Mediasphere.
You means the person named in the Order
Form.
End User means the person named in the Order
Form.
2.
Term.
This
agreement commences on the later of:
(a)
You
paying the Licence Fee in the method advised by Us; and
(b)
Your
first use of the Activation Key provided to You pursuant to clause 4,
and continues
as a license for the Term (the Term),
identified on the Order Form, on your computer, unless terminated earlier by
either party in accordance with the terms of this agreement.
In consideration of payment by You to
Us of the Licence Fee, We agree to provide You with controlled access to the
Program, in accordance with the terms of this agreement.
We reserve the right to make changes
to information in, and obtained through the use of, the Program, at any time
and without notice.
We may monitor Your use of the Program
to ensure You are using the Program in accordance with this agreement.
Mediasphere retains the copyright, title
and ownership of the Program and Software. You may not reverse engineer,
decompile or disassemble the Software nor take any steps to defeat any software
protection, except to the extent expressly permitted by the relevant law.
You will receive one Activation Key to
activate the Program. After activating the Program, You will receive a unique
password to use to access the program via the Program website.
You must keep the Activation Key confidential
and must not provide or allow this Key to be used or shared by another user.
Please refer to Clause 10 regarding termination of accounts if a Program
Activation Key, or Your unique username and password is shared.
You must not rent, lease or lend any
copy of the Software.
You must not modify or create derivative works based on the Software.
During the Term We will make
reasonable efforts to make the Program available to You 24 hours per day 7
days per week, but you should note the provisions of clause 10.
Use of the
Program is limited to Your use only for only Your educational purposes (Users). Your account details, activation key,
username and password must be kept confidential and cannot be shared. Please
refer to Clause 10 regarding termination of accounts if a Program Activation
Key, or Your unique username and password is shared.
5.
Payment.
You will not
have access to the Program until the Licence Fee has been paid. The Licence Fee is non-refundable for any
reason, including if either of us terminate this agreement. Subject to this agreement, we reserve the right, in our sole discretion, to modify these Terms and the
Licence fees, at any time.
If You
experience difficulties accessing or using the Program Our email Our helpdesk support@mediasphere.com.au We will use reasonable efforts to assist you
within a reasonable time, but You should note the provisions of clause 9.
7.
Intellectual Property Rights.
(a)
We
(and our content partner - University of
(b)
You
may not distribute the information (in any form) obtained from the Program or
Your use of the Program to third parties, "mirror" or include the
information on Your own server, or modify or re-use the information without Our
prior written permission.
(c)
We
grant You a non-exclusive, non-transferable licence for the Term to use the
intellectual property rights subsisting in the Program from time to time for
the purposes of Your use of the Program as permitted by this agreement.
(d)
You
must not print or download copies of information contained in or obtained from
the Program, and must not store files on Your own computers.
(e)
We
reserve all rights to the Software, the Program, the data contained in the
Program, the documentation referred to in clause 8 and all rights subsisting in them.
(a)
You
agree to keep all information contained or embodied in the Program, or the
Software, and any documents or other information provided to You by or on
behalf of Us (the Confidential Information) strictly
confidential, and not disclose that information to any person without Our prior
written consent, and not use that information for purposes other than Your
educational purposes. This restriction
will not apply to disclosure required by law, or any disclosure of information
which is in the public domain otherwise than as a result of a breach of this
agreement or a breach of any other obligation of confidence owed to the owner
of the Confidential Information.
(b)
Without
limitation, You must not copy or reproduce by any means (including
electronically) any Confidential Information.
9.
Exclusion of Warranties and liability.
To the maximum extent permitted by law:
(a)
The
information in, and obtained from, the Program may include errors and We make
no warranty that the information in or obtained through use of the Program is
error free. We disclaim all liability
(including for negligence) for Your acting or relying on any inaccurate
information supplied by Us in connection with Our provision of the Program to
You.
(b)
You
acknowledge that the Program is provided "as is", and that We have
not made, and that no person acting on Our behalf has made, any representation
as to the suitability of the Program or any information provided or obtained by
access to the Program for any particular purpose.
(c)
You
acknowledge that We give no warranty in connection with the availability or
reliability of the Program or your access to the Program. You agree to satisfy Yourself about such
things at all times.
(d)
You
acknowledge that We give no warranty in connection with the availability or
response times, of the email Helpdesk referred to in clause 6.
(e)
We
disclaim all warranties as to the freedom of the Software, the Program or the
data in the Program from any "back door", "time
bomb", "Trojan Horse", "worm", "drop dead
device", "virus" or other similar computer software routine or
malicious code.
(i)
for
services, the supplying of the services again, or the payment of the cost of
having the services supplied again; or
(ii)
for
goods, the replacement or supply of equivalent goods, the repair of such goods,
the payment of the cost of replacing the goods or acquiring equivalent goods,
or the payment of the cost of having the goods repaired.
(g)
We
disclaim all liability (including for negligence), howsoever arising, in
connection with this agreement or the provision of access to the Program
(including the Software) by Us. You
agree to release and discharge Us and each of Our employees, officers,
contractors agents and content partner from all actions, claims, charges,
costs, expenses, losses, damages and other liabilities arising (including
consequential loss, loss of profit and other economic loss) out of or otherwise
in connection with this agreement.
(h)
You
acknowledge that We have not made, and that no person acting on Our behalf has
made, any representation that use of the Program (or the Software) will not
infringe any third party's intellectual property rights.
10.
Termination.
(a)
Without
limiting any other right of termination under this agreement, either party may
terminate this agreement at any time.
(b)
Without
limiting any other right of termination under this agreement, We may terminate
this agreement immediately on notice to You if:
(i)
You
fail to pay the Licence Fee;
(ii)
You
are in breach of this agreement;
(iii)
The
End User allows their personal activation key, user names and passwords to be
shared or used by another user.
(iv)
You
stop or suspend or threaten to stop or suspend payment of all or a class of
Your debts;
or
(v)
You
are insolvent, have an administrator appointed, are wound up or an application
is made to wind You up.
(c)
Upon
termination Your access to the Program ceases immediately and You must return
or destroy all documentation provided to You by Us.
11.
Amendment.
We reserve
the right to amend the terms and conditions of this agreement upon the
provision of 1 month notice to You.
Your continued use of the Program signifies Your acceptance of the new
terms and conditions.
12.
General.
(a)
This agreement contains the entire
agreement between You and Us with respect to its subject matter and supersedes
all prior agreements and understandings between the parties in connection with
it.
(b)
Your
use of the Program signifies Your acceptance of these terms and conditions.
(c)
You may not assign or transfer any of
Your rights or obligations under this agreement without Our prior written
consent which may be given or withheld in our absolute discretion.
(d)
Any provision of this agreement that
is prohibited or unenforceable in any jurisdiction is ineffective as to that
jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining
provisions of this agreement nor affect the validity or enforceability of that
provision in any other jurisdiction.
(e)
This
agreement is governed by the laws of
(f)
If
any Goods and Services Tax (GST) is payable by a party on a
taxable supply made under or in relation to this agreement, the party paying
the consideration for the supply must also pay any GST.