USER LICENCE AGREEMENT (E-LEARNING)
When purchasing a Walya Productions e-learning course, you agree to the following User Licence Agreement (ULA):
Walya Productions ABN 92 957 664 858 (‘WP’) PROVIDES ACCESS TO THE COURSES CURRENTLY MARKETED AS THE E-LEARNING COURSES TO YOU ON THE TERMS OF THIS USER LICENCE AGREEMENT (THE ‘ULA’).
THIS ULA CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND WP (EACH A “Party” AND TOGETHER THE “Parties”).
BY PURCHASING WALYA PRODUCTIONS E-LEARNING COURSES, YOU AGREE TO THIS ULA.
The following definitions apply to this ULA:
“e-learning courses“: WPs online learning portal (and any updates to it and new versions which are made available by WP from time to time), delivering “e-learning courses”. Users can access the online learning courses and track their progress via a dashboard.
“GDPR”: In this ULA, the terms “controller”, “processor”, “data subject”, “personal data”, “process”, “processing”, “consent” and “special categories of personal data” (previously referred to as “sensitive personal data”) have the meanings ascribed to them in the General Data Protection Regulations.
“Intellectual Property Rights”: all copyright and related rights, patents, rights to inventions, program and service models, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database right, topography rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
“Licence”: the licence granted under clause 3.1.
“Third Party Content”: means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any which is accessed by your use of the e-learning courses.
2. YOUR USE OF THE E-LEARNING COURSES
2.1 Your access to the e-learning courses shall be limited to you.
2.2 You will have 13 months to complete the module from the Purchase Date (“LICENCE Term”).
2.3 You shall keep your password confidential. WP shall not be liable for any losses or damage suffered by you due to the disclosure of any passwords.
2.5 The e-learning courses are provided for general information and training purposes only and you must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained through the e-learning courses.
2.6 You are solely responsible for ensuring that you have sufficient and compatible hardware, software and internet connectivity necessary for use of the e-learning courses.
3. LICENCE OF THE E-LEARNING COURSES
3.1 WP hereby grants you a licence to use the e-learning courses in accordance with the terms of this ULA (the “Licence”).
3.2 The Licence is revocable, non-exclusive, non-transferable and non-sub-licensable.
3.3 The Licence is granted to you only. You shall not share the e-learning courses with any third party.
3.4 You shall not use the e-learning courses to:
a) provide services to third parties; or
b) build a product or service which competes with the e-learning courses.
3.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the e-learning courses and shall notify WP promptly of any such unauthorised access or use.
3.6 WP may modify, suspend or discontinue any part of the e-learning courses or otherwise make any changes it considers desirable to the e-learning courses.
4. PROPRIETARY RIGHTS
4.1 WP own all Intellectual Property Rights in the e-learning courses materials and content. Other than as expressly set out in this ULA, WP does not grant you any Intellectual Property Rights in respect of the e-learning courses or any other materials unless expressly provided in this ULA.
4.2 You may not copy, de-compile, reverse engineer, modify or otherwise deal in any way with the e-learning courses. You may not remove any proprietary notices attached to the e-learning courses.
5. THIRD-PARTY CONTENT
5.1 WP may host Third Party Content which is accessed by your use of the e-learning courses and is in no way involved with the information contained in any Third Party Content. WP does not:
a) initiate the transmission of Third Party Content;
b) select the receiver of any transmitted Third Party Content; or
c) select or modify the information contained in any Third Party Content (other than technical manipulations which take place in the course of the transmission of the Third Party Content and which do not alter the integrity of the information contained in the Third Party Content).
5.2 Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
5.3 You will indemnify, defend and hold harmless WP, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against WP arising out of or related in any way to either Party’s use of Third Party Content in accordance with this ULA.
6.1 In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the e-learning courses and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content created pursuant to clause 5.3). Confidential Information excludes any information which:
a) is or becomes publicly known other than through a breach of this ULA or other obligation of confidentiality;
b) was in the receiving Party’s lawful possession before the disclosure;
c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
d) is independently developed by the receiving Party and that independent development can be shown by written evidence; or
e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of this ULA.
6.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this ULA.
6.4 This clause 6 shall survive termination of this ULA for a period of 5 years.
7. LIMITATION OF LIABILITY
7.1 This clause 7 sets out WP entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
a) arising under or in connection with this ULA;
b) in respect of any use made by you of the e-learning courses;
c) any Third Party Content; and
d) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this ULA.
7.2 Except as expressly and specifically provided in this ULA you assume sole responsibility for your use of the e-learning courses and for the results of, or conclusions drawn from, such use.
7.3 The e-learning courses are provided “as is” to the fullest extent permissible pursuant to applicable law. WP disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the e-learning courses, its use and the results of such use. WP specifically disclaims any warranty:
a) that the e-learning courses and its availability shall be uninterrupted, delayed or error-free
b) for any loss of user information stored on the e-learning course dashboard (including grades, certificates or achievements). As such, we advise that you back up or keep additional copies of this information;
c) that defects shall be corrected;
d) that there are no viruses or other harmful components;
e) that the security methods employed shall be sufficient; or
f) regarding correctness, accuracy, or reliability.
7.4 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this ULA to the fullest extent permitted by law.
7.5 Nothing in this ULA excludes the liability of WP:
any statutory liability not capable of limitation.
7.6 Subject to clause 7.5, Vertigo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this ULA.
7.7 Subject to clause 7.5, WP total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this ULA shall be limited to AUD $10.
8. DATA PROTECTION
8.1 Save for in relation to Clause 5.3 (as applicable), the Parties intend that WP is a processor and only processes personal data on behalf of the controller. If personal data is provided by you to WP. WP shall only process such personal data on documented instructions from the controller.
8.2 WP shall only collect and process personal data in accordance with the legal basis of entering into and performing a contract with you for the purposes of delivering the e-learning courses. For further detail on your rights and how WP processes personal data.
8.3 WP shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by you, or any accidental loss, destruction or damage of such data.
9.1 This ULA will terminate after 13 months.
9.2 WP will continue to hold your data following completion of the respective module for a further year beyond the ULA Term. After this point, the information stored on your e-learning account (including course information, goals and progress) will be permanently deleted.
WP may terminate this ULA at any time (prior to the 13 months) if we reasonably suspect that you have breached any term of this ULA. You may terminate this ULA on reasonable written notice to WP.
10.1 A waiver of any right under this ULA is only effective if it is in writing.
11.1 If any provision (or part of a provision) of this ULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
12. ENTIRE AGREEMENT
12.1 This ULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.
13.1 You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this ULA, without the prior written consent of WP.
14. THIRD PARTY RIGHTS
14.1 This ULA does not confer any rights on any person or party (other than the parties to this ULA.
15. GOVERNING LAW AND JURISDICTION
15.1 This ULA shall be governed by, and construed in accordance with, the laws of Australia and the parties irrevocably submit to the exclusive jurisdiction of Australian Courts.