(a) The Nuts and Bolts of EARL (“Program”) and associated services provided through the Program or the XVenture website (together “Services”) are provided by Australian Institute of Leadership Pty Ltd trading as XVenture ABN 90 149 349 217(“we” or “us”).
(b) This User Agreement and any additional terms and conditions on the XVenture website in relation to the Program and the Services (together the “Agreement”) apply in relation to your use of the Program and the Services.
(d) By accepting this Agreement and/or utilising the Program or the Services, you agree that:
(i) this Agreement forms a binding agreement between you and us;
(iii) if you are an individual that is acting on behalf of a company or other entity, that you have the authority to enter into this binding agreement on behalf of that company or other entity.
2. Nature of the Program and Services
(a) The Program and Services allow you to use a personal training and development program for students in your school, or children in your home (“Purpose”) on a non-commercial basis.
(b) Except as expressly permitted by the Program, you must not alter in any way the materials accessible through the Program.
(c) Without using any other provision of this User Agreement, you must not:
(i) disclose any of the materials or information through the Program other than for the Purpose; or
(ii) use the Program and the Services for any purpose other the Purpose.
3. Membership and Access to the Services
(a) You may use the Program and Services by subscribing and paying the annual subscription fee.
(b) You must provide and are responsible for all costs of all equipment, software and mobile or internet connectivity required to access the Program and Services.
(c) You must not:
(i) use any false information, including, a false identity when registering;
(ii) register if we have previously cancelled your registration or banned you from the Program or Services;
(iii) change or attempt to change any other person’s registration information; and/or
(iv) do anything that could jeopardise the security, confidentiality or the intellectual property of the Program or Services.
(d) You must:
(i) provide accurate and complete information when registering;
(ii) update all of your details regularly;
(iii) keep your login and password details confidential; and
(iv) immediately notify us if you become aware of any unauthorised access to or use of the Program or Services in breach of this Agreement.
(e) You acknowledge that:
(i) you are responsible for all use of your log-in and password details whether authorised or not: and
(ii) we may at any time cancel a username, login details or password with respect to your use of the Program or Services at any time if we consider that such username, login details or password are offensive or infringe on any third party’s rights.
4. Intellectual Property and Licence
(a) All Intellectual Property created in and to the Program and arising from or in relation to the Services vests in us or our licensees. Except as set out in this Agreement, you have no rights in or such Intellectual Property. For the purposes of this Agreement, “Intellectual Property” means any and all present and future intellectual and industrial property rights and includes, without limitation, all registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and Confidential Information), any application or right to apply for registration of any of these rights, any rights protected or recognised under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
(b) We grant you the non-exclusive right during the Program for the Purpose during the term of your subscription. Upon the termination or expiry of your subscription, you must immediately cease to use all materials and information that you have accessed through the Program and the Services.
(c) You must not use the Program for any purpose other than the Purpose and in accordance with our instructions.
(d) You must not engage in any activity using the Program:
(e) Subject to paragraph (g) below, you acknowledge that you have no right title or interest in or to any aspect of the Program or the Services.
(f) Unless the Program or the Services specifically permit it, you must not download, reproduce or communicate to any third party any content or materials included in the Program or the Services.
(g) If applicable, you represent and warrant to us that you own all intellectual property rights in and to any communications, images, sounds or other material and data uploaded by you through the Program or the Services (together “Your Content”).
(h) You hereby grant us a non-exclusive, irrevocable, perpetual, royalty and fee free, unlimited licence (including the right to sub-license) to adapt, modify, communicate, exploit (in any manner) and use Your Content in connection with the development, marketing, promotion and provision of the Program and the Services or any of our other business activities.
(i) To the maximum extent permitted by applicable law, you hereby waive your moral rights (if any) in and to Your Content. To the extent that applicable law does not permit the waiver of moral rights, you hereby consent to us and our licensees and contractors undertaking all necessary alterations to Your Content and/or failing to attribute Your Content to you as is necessary for the operation of the Services.
(j) You warrant and represent that:
(i) you have the right to use Your Content in connection with the Program and the Services;
(ii) to the extent that it is relevant, you have obtained appropriate consents and releases from the creator of Your Content (including, if the creator is a child, obtaining consents and releases from the parent or guardian of the child);
(iii) your use and/or our use of Your Content in as contemplated by this Agreement will not:
- breach any applicable laws or regulations;
- infringe any third party’s Intellectual Property or other rights;
(iv) Your Content is accurate and not misleading or deceptive;
(v) Your Content is free from viruses or any form of harmful or malicious code;
(k) You acknowledge that:
(i) you are solely response for Your Content you upload via the Program and the Services;
(ii) we have no obligation to monitor any content posted or distributed by users of the Program or the Services;
(iii) if we do monitor user content uploaded via the Program or the Services or your communications using the Program or the Services:
(iv) you hereby irrevocably consent to such monitoring; and
(iiv) we reserve the right in its sole discretion to delete, edit or refuse to distribute any content for any or no reason; and
(iiiv) to the extent permitted by applicable law, we have no liability whatsoever with respect to any content uploaded via the Services.
5. Community Guidelines
(a) The Program may include functionality that permits you to comment on other users of the Program’s content.
In relation to the posting of any content by you through the Program (including, without limitation, comments posted in relation to the blog or through the forum):
(i) we intend that the posting should allow all users of the Program to interact in a positive supportive manner. Without limiting sub-paragraph (vii) below, we may remove any content that we consider does not comply with this intention;
(ii) all comments must be respectful;
(iii) you must not post:
- repetitive or “spamming” comments;
- any content that promotes, advertises or specifically endorses yourself, any third party or any goods or services;
(iv) you must not post content which attacks or abuses any person (including, without limitation, any content that could be considered to be “trolling”);
(vi) the content must not include any content that infringes any third party’s rights (including, without limitation, intellectual property rights), is defamatory, obscene, offensive, discriminatory, incites hatred, depicts illegal activity such as underage tobacco or alcohol consumption or consumption of illegal drugs, violence, sexual content of any nature, makes therapeutic claims or which we in our absolute discretion consider to be inappropriate or content that contains links to any of the material referred to in this subparagraph; and
(vii) we may remove any content in our absolute discretion without liability to you.
6. Fees and Payment
(a) If applicable, you must pay the published subscription fees for the Program the Services via the Program portal (“Portal”) through which the Program is available in accordance with the terms and conditions of the Portal.
(b) Your access to the Program will be terminated if you do not make payment as set out in paragraph (a) above.
7. Termination and Suspension
(a) We may with immediate effect terminate, suspend, limit, delete or modify your access to the Program and the Services if we in our sole discretion consider that:
(i) you have or may have breached or are likely to breach this Agreement;
(ii) you have or may have engaged or are likely to engage in any activity that is likely to have an adverse impact on any person (including without limitation, any user of the Program or the Services), us or our related companies or the Program or the Services;
(iii) you have or may have infringed or are likely to infringe any third party’s Intellectual Property or other rights; and/or
(iv) you have or may have engaged in or are likely to engage in activities which could give rise to our liability or which we consider to be inconsistent with our philosophy in relation to the Program or the Services.
(b) You may terminate your access to the Program and the Services at any time in accordance with the terms and conditions of the Portal.
8. Confidentiality and Disclosures
(a)You acknowledge that:
(i) elements of the Program or the Services may permit you to share information and ideas with other users of the Program or the Services;
(ii) we have no obligation to keep such information and ideas confidential or keep, respond, use or compensate you for them; and
(iii) we and/or other users of the Program and the Services may use and exploit the information and ideas you share.
9. Limitation of liability and idemnity
(i) we make no representations or warranties whatsoever to you;
(ii) we hereby exclude all representations, warranties, terms and conditions whether express or implied (and including without limitation, those implied by statute, custom, law or otherwise);
(iv) we will not be liable to you in respect of any claim for any loss of profit, data, goodwill or business, for interruption to business, for any failure to realise anticipated savings or for any consequential, indirect, special punitive or incidental damages.
(i) in relation to services:
(a) the supply of the services again;
(b) the payment of the cost of having the services supplied again; and
(ii) in relation to goods:
(a) the replacement of the goods or the supply or equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or acquiring equivalent goods; or
(d) the payment of having the goods repaired.
(c) you indemnify and must keep indemnified, us, our related companies, their directors, officers and employees (together “those indemnified”) against any claims, losses, liability, costs (including legal fees and expenses) incurred by those indemnified arising out of or related to any breach by you of any provision of this agreement or the rules or any improper use by you of the program or the services.
(d) to the maximum extent permitted by law, neither party will be liable for any default, failure of delay resulting from a force majeure event. For the purposes of this agreement, “force majeure event” means an event, occurrence or cause beyond the control of a party and which occurs without the negligence of that party. Such events, occurrences or causes will include, without limitation, acts of god, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.
(d) A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
(g) you irrevocably waive your right to seek injunctive or other equitable relief to restrain the operation of any element of the services and you agree to limit your claims against us to claims for monetary damages.