Terms of Use

Terms of Use (“TOU”)

The Conflict Smart courses and course materials and tools (“Course”) and the site at https://conflictsmart.thinkific.com/ and related domains (“Site”) are provided by Ithaca Impact Holdings Pty Ltd ABN 12 658 275 971 trading as Conflict Smart. Your access to and use of the Site is subject to the terms of this TOU. By using the Site or Course, You have accepted and agreed to this TOU. If you do not agree to this TOU, do not use this Site.

We may amend this TOU at any time at Our discretion. Please review the TOU periodically as Your continued use of the Course or Site indicates Your agreement to any changes made. Any amended terms of the TOU shall automatically be effective from the time and date of publication (unless otherwise stated). If You do not agree with such amendments, You must cease to use the Course.

1. DEFINITIONS & INTERPRETATION

1.1 Definitions

In this TOU unless inconsistent with the context or subject matter:

(a) “Content” includes any material, text, information, graphs, pictures, tools, downloads, sound, graphics, video and other data forming part of or contained in the Site and Course from time to time whether in written form or otherwise and includes the course prospectus;

(b) “Course” means any one or more (as the case may be) of the courses offered by Us through the Site which provide training, tools, templates, materials, information, quizzes, tests, questions, articles, news and other information in relation to conflict, dealing with conflict and human rights due diligence and includes the Content;

(c) "Fee" means the fee payable to access the Course as set out on the Site from time to time which may be paid by You or on Your behalf;

(d) “Intellectual Property” means all intellectual and industrial property rights, including without limitation inventions, patents, copyright, rights in circuit layouts, designs, trade marks, brand names, product names, domains, know-how, source code, processes, concepts in the Course including the Content, the names “Conflict Smart”, “Conflict Smart Tools”, “Conflict Smart Proponent”, “Conflict Smart Practitioner” and “Conflict Smart Peacebuilder” and includes all associated business names and trade marks and other proprietary rights and any right to have information kept confidential and any application or right to apply for registration of any of the these rights throughout the world whether registered or unregistered and whether developed before or after the date of this TOU but excludes any User Information;

(e) “Loss” means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production, loss of life and any other special, incidental, exemplary, compensatory or consequential damages, losses, expenses, or lost or stolen Courses or other data production stoppage, or consequential or indirect loss or damage howsoever arising or caused, including, without limitation, negligence, tort, contract or statute;

(f) “Participant” means a person who properly subscribes and pays for access to a Course;

(g) “Related Entity” has the meaning given to it in section 9 of the Corporations Act 2001 (Cth);

(h) “Site” means the website at at https://conflictsmart.thinkific.com/ and all Content at any domain owned by Us;

(i) "Term" means the period of your enrolment in a Course commencing on the date you become a Participant unless terminated earlier in accordance with this TOU and includes any renewed term;

(j) “User Information” means any information (including Your name, address, company or business name, telephone number, email address, postal address and applicable billing information) or documents supplied to Us or uploaded to the Site or Course by You;

(k) “You” and “Your” means any person who uses the Site or Course or any part of it, for any purpose whatsoever.

1.2 Interpretation

In this TOU, unless inconsistent with the context or subject matter:

(a) a reference to a person includes any other legal entity;

(b) a reference to a legal entity includes a person;

(d) words importing the plural number include the singular number;

(e) the masculine gender must be read as also importing the feminine or neuter gender;

(f) a reference to a party includes the party's heirs, executors, successors and permitted assigns;

(g) headings are for reference purposes only and must not be used in interpretation, with the exception of where a subheading of User is used, in which case clauses under that subheading relate to the party referred to in the subheading;

(h) where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;

(i) a reference to a statute includes all regulations and subordinate legislation and amendments;

(j) references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail;

(k) a reference to a monetary amount is a reference to a US dollar amount (unless otherwise specified);

(l) an obligation of two or more parties binds them jointly and each of them severally;

(m) an obligation incurred in favour of two or more parties is enforceable by them severally;

(n) references to time are to local time in Queensland;

(o) where time is to be reckoned from a day or event, the day or the day of the event must be excluded;

(p) a reference to a business day means any day on which trading banks are open for business in Queensland;

(q) if any time period specified in this agreement expires on a day which is not a business day, the period shall expire at the end of the next business day;

(r) a reference to a month means a calendar month; and

(s) a reference to data includes metadata.

2. GENERAL ACCESS

2.1 We grant to You a non-exclusive, non-assignable licence to use the Site in accordance with its normal and intended functionality and for personal use only and strictly in accordance with this TOU.

2.2 You acknowledge and agree with Us that You will not, as a result of being granted a non- exclusive licence, acquire any rights (including without limitation intellectual property or other intangible rights) in the Site, Content or any part of it, other than the non-exclusive rights granted in accordance with this TOU.

2.3 The non-exclusive licence does not include the right to use any data mining robots or other extraction tools and does not permit You to metatag or mirror the Site without our prior written permission.

2.4 Any use of the Site or Course not specifically permitted, designed or intended is strictly prohibited.

2.5 In order to use the Site, You require the equipment and connections necessary to access the World Wide Web. You are responsible for:

(a) the provision of any such connection or access to the World Wide Web;

(b) the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and

(c) the provision of all equipment necessary for You to make any such connection to the World Wide Web, including a computer and a modem.

2.6 If You access or use the Site or the Course on behalf of a company or other entity, You represent that You have authority to bind such entity to this TOU and that it is fully binding on it. In such case, the term “You” will refer to You personally and such entity jointly and severally. If You do not have authority, You may not access or use the Site or the Course.

3. SUBSCRIPTION AND DOWNLOAD LIMITATIONS

3.1 To become a Participant, you must, at any time:

(a) apply in accordance with the instructions on the Site;

(b) otherwise subscribe in accordance with Our directions

and pay the Fee.

3.2 Accessing or using the Course as a Participant is personal and is limited to the individual Participant. Disclosure of Participant password or the Course or any Content to any third party is prohibited.

3.3 If You provide any User Information that is untrue, inaccurate, or incomplete, or We have reasonable grounds to suspect that such is the case, We reserve the right to suspend or terminate Your subscription and refuse any and all current or future use and/or access by You of any of the Course.

3.4 Upon completion of the Course for which a Participant has subscribed, the Participant may be offered an opportunity to pay the then current Fee to renew and extend access to and use of the Course in accordance with the then current TOU.

3.5 Each Participant is permitted to view and download and print one copy of the Content for the Course for which a Participant has subscribed. Without limiting the terms of this TOU, the Participant must not:

(a) make modifications to the Content;

(b) remove any copyright and other proprietary notices from the Content;

(d) sell, auction, loan, rent, give away, describe, summarize, adapt, or otherwise reveal the Content to any other person or entity.

4. FEES

4.1 You acknowledge that access to the Course is subject to payment of the required Fee as notified by Us from time to time.

4.2 The Fee is payable at the time of becoming a Participant of a Course. Payment of all amounts must be made in the time and manner directed by Us from time to time. All amounts are quoted in US dollars and are inclusive of GST and other applicable taxes, except where otherwise stated.

4.3 If You subscribe for access to and use of the Course, You agree as follows:

(a) You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the Fee and all applicable amounts as set out in these terms and on the Site;

(b) In the event a Fee payment is not made we may, but are not obliged to, notify You through Your email or phone contact details. We reserve the right to discontinue or terminate Your use of or access to the Course in the event of non-payment;

(c) You allow us to share Your User Information with third parties for the purpose of verifying the information You provide and billing Your credit card or otherwise charging You;

(d) You are responsible for any fees or charges incurred as a result of You making a payment in a currency other than US dollars or making a payment from a bank, financial institution or other business or digital platform which uses a currency other than US dollars;

(e) Except for any statutory rights which are unaffected, You agree that all Fee payments are non-refundable.

5. USER INFORMATION

5.1 You must be over the age of 18 at the time of requesting an annual subscription. In order to subscribe you will be prompted to provide your User Information including Your legal name, address, email address and applicable billing information (e.g., credit card number and expiration date). The Site will also collect Your IP address.

5.2 You warrant that all User Information You provide;

(a) Is up to date, accurate and complete; and

(b) Is not false or misleading.

5.3 You grant to Us an irrevocable, worldwide, royalty-free licence and right to store, use, reproduce, modify, adapt, publish, translate and create derivative works of and from any User Information or parts of it for purposes consistent with Our business including for providing the Course, Our services, identifying trends and insights, industry research or commercialisation.

5.4 If applicable, so that we can provide the Course on an ongoing basis You are responsible for ensuring that we hold your current, accurate and complete contact and billing details at all times. Any changes to You contact or billing details must be notified to us as soon as possible.

6. YOUR OBLIGATIONS

6.1 You must comply with all clauses of this TOU and all other terms and policies incorporated by reference. You must also comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding Your use of the Course.

6.2 Your access to and use of the Site, the Course, and any User Information, must not:

(a) be false, inaccurate or misleading;

(b) be fraudulent or deceptive;

(d) infringe any third party’s copyright, patent, trade mark, design, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy;

(e) violate any applicable law, statute, ordinance or regulation (including those governing consumer protection, unfair competition, criminal law, antidiscrimination or trade practices law such as the Competition and Consumer Act 2010 (Cth));

(f) be defamatory, trade libellous, unlawfully discriminatory, threatening or harassing;

(g) be obscene, pornographic or indecent or contain adult material or vulgar, profane, discriminatory, offensive or racist language;

(h) contain comments of a religious, political or social nature;

(i) contain any viruses, trojan horses, worms, time bombs, trap doors, back doors, spiders, robots, screen scrapers, data aggregation tools or other computer programming routines that may or are intended to damage, modify, delete, interfere with, surreptitious intercept, access without authority or expropriate any system, data or personal information or otherwise affect the integrity, operation or security of the Site;

(j) interfere with or disrupt the Course or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;

(k) create liability for Us or cause Us to lose (in whole or in part) the Course of Our internet service provider, other Users or other suppliers;

(l) damage the credibility or integrity of the Course or Us;

(m) breach or violate any policy or law;

(n) link directly or indirectly to or include anything that:

(i) You do not have a right to link to or include;

(ii) could cause Us to violate any applicable law, statute, ordinance or regulation.

6.3 You acknowledge and agree that You must not:

(a) commit or permit any act which may interfere with the access to or use of the Site or the Course by any other user;

(b) use the Site to send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 or any similar legislation to any person or company;

(c) attempt to gain unauthorised access to the Course or computer systems or networks connected to the Site or any Course through any means;

(d) tamper with, hinder the operation of or make unauthorised modifications to the Site, the Course or any part thereof;

(e) damage or modify the Course or any part thereof;

(f) reverse engineer, decompile or disassemble the Site, the Course or any part thereof;

(g) copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Site, the Course or any part thereof; or

(h) modify, alter, adapt, disassemble, reverse engineer, decompile or amend any Content or any part thereof in any way.

7. PRIVACY

7.1 All personal information that We process on the Site or through the Course or through email or any other means will be managed and used in accordance with reasonable business practice.

7.2 You acknowledge that;

(a) You authorise Us to use, store or otherwise process any User Information to the extent reasonably necessary for the provision of any Course to You;

(b) You and other Participants may form a cohort for the purposes of completing a Course and that Your basic personal details, such as name and contact details, will be shared with Participants in Your cohort for purposes incidential to cohort participation;

(c) By accepting this TOU, You agree to the processing and disclosure of Your Information for the purpose of Us providing the Course.

7.3 We also receive data from or about the computer, mobile phone, or other device You use to access the Site and the Course. This may include network and communication information, such as Your IP address or mobile phone number, and other information about things like Your internet service, operating system, location, the type (including identifiers) of the device or browser You use, or the pages You visit.

8. COOKIES

8.1 "Cookies" (small text files placed on your computer when you first visit our website) may be used on some parts of our Site and Course. Most browsers now recognise when a cookie is offered and permit you to refuse or accept it. If you are not sure whether your browser has this capability, you should check with the Course manufacturer, your company's technology help desk or your internet service provider.

8.2 Cookies are primarily used to enhance your online experience and are not used to track the navigational habits of identified visitors, unless we obtain your permission to do so. If you visit our Site or Course to read or download content, much of the information we do collect via cookies is statistical only (for example the domain from which you access the internet, the date and time you access our site, and the internet address of the website from which you linked directly to our site) and is not personally identifiable. We use this information about the number of visitors and their use of the sites in aggregate form to make our site more useful and attractive to users.

9. NATURE OF PLATFORM AND PLATFORM

9.1 We strive to ensure that our Content and Course are described as accurately as possible, however We do not warrant that the description is accurate. Where We become aware of any misdescription, error or omission, We reserve the right to correct it. Images have been provided for illustrative purposes only.

9.2 We are not responsible under any circumstances for any errors or omissions, or for the results obtained from the use of the Course. In no event will We or any Related Entity, officers, directors, agents, employees, consultants or contractors be liable to You or any third party for any decision made or action taken or omission in reliance on the Course provided or for any Loss, even if advised of the possibility of such damages.

9.3 We have exercised Our best efforts and judgement in developing the Course and compiling the information on the Site and in the Course to ensure the information is correct, current and complete, however You acknowledge that:

(a) Your accesses the Site and Course at its own risk;

(b) the Site and Course are provided for information and general guidance purposes only and do not constitute professional, legal, financial or psychological advice; and

(c) the Site and Course may provide suggestions, schedules or other information which is not guaranteed to meet or satisfy Your specific or third party requirements.

9.4 WITHOUT LIMITING ANY OTHER CLAUSE, TO THE EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE USE OF IT, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INTELLECTUAL PROPERTY

10.1 The Course and all parts thereof, including the Content, are protected by copyright and other proprietary rights and remain the property of Us and our respective licensors including Ithaca Impact Holdings Pty Ltd ACN 12 658 275 971 (“IIH”).

10.2 You acknowledge and agree that We and IIH own or licence the Intellectual Property and that no right, title or interest in any of the Intellectual Property is transferred or granted to You other than the limited licence rights granted expressly by this TOU.

10.3 You must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent any or all such Intellectual Property as Your own.

10.4 You undertake not to take or permit or omit any action which would or might:

(a) invalidate or put in dispute IIH’s or Our title in the Intellectual Property or any part of it;

(b) oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;

(d) assist any other person directly or indirectly in any of the above.

10.5 The parties agree that any intellectual or industrial rights in any additional or further or new works, material or information created, formulated or discovered during or after Your use of or access to the Course, excluding Your User Information, will be the sole and exclusive property of IIH and You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further intellectual property rights to IIH.

10.6 Without limitation, Our logo and name are owned by IIH and licensed to Us, and may not be used as part of Your business or in connection with any goods or services without Our prior written consent which shall be given, given with conditions or withheld at Our absolute discretion.

10.7 You acknowledge and agree that You will not copy, reproduce, alter, modify, create derivative works, share or publicly display the Course, Site, or any part of it unless with the prior written permission from Us or the appropriate third party authorised to grant such permission and when doing so You must acknowledge Us and, for electronic uses, include a link to Our Site.

10.8 If You breach this clause or clause, You will be liable to pay us liquidated damages in the amount of two times the Fee already paid. Such damages are payable within 14 days of demand by Us and may be recovered as a liquidated debt.

10.9 We may at Our sole and absolute discretion refuse or remove any Content or User Information from the Site.

11. LINKS AND ADVERTISING

11.1 The Site may contain links to third party websites. Those websites are not under Our control and We are not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites. Neither Us nor any Related Entity or Our officers, directors, employees or agents recommend or endorse the content of any third party websites which may be linked to or from the Site, or goods or Course of any third party organisations mentioned or described on this Site or linked to or from the Site. You acknowledge that You enter any third party websites at Your own risk.

11.2 The Site may contain advertisements for third parties' goods and/or Course. The third party advertisers are responsible for the accuracy of all representations made in those advertisements. Neither Us nor any Related Entity or Our officers, directors, employees or agents recommend or endorse the goods or Course that may be advertised on the Site, nor do they offer the goods or Course for sale or make any other representation whatsoever about them. If You choose to order a good or service advertised by a third party on the Site, You do so at Your own risk.

11.3 You must not link the Site from any other website not owned or operated by Us without Our prior written consent.

12. UPGRADES

12.1 Upgrades and updates may be made to the Site or the Course from time to time by Us or our contractors. Such upgrades or updates may occur automatically and remotely with or without prior warning. We will endeavour to provide 24 hours prior warning where possible.

12.2 You acknowledge and agree that this TOU apply to updates, supplements, add on components, or internet-based Course or components of the Site or Course together with any other terms along with the update, supplement, add on component or internet-based Course or components which We provide.

12.3 We reserve the right to discontinue the Course at any time and for any reason.

13. GENERAL MAINTENANCE AND TECHNICAL SUPPORT

13.1 Subscription for the Course includes maintenance and updates to the Course to the extent necessary as a result of fair wear and tear.

13.2 Subscription for the Course includes limited customer support by phone or email. You acknowledge that such support may not be live and is not provided with any minimum response period or service level. No minimum service levels are offered or agreed.

13.3 We will endeavour to carry out any non-urgent support Course, upgrades, updates, supplements, add on components, or other internet-based Course or components outside of usual business hours. We will provide reasonable notification of any anticipated downtime.

14. BREACH AND TERMINATION

14.1 Without limiting other remedies available to Us at law, in equity or under this TOU or otherwise, We may, in Our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your Participant access to the Site or Course or any part of them and/or refuse to provide the Course, or any part of them, to You (including preventing You from accessing the Site) if:

(a) The Fee is not paid as and when required;

(b) You breach this TOU or the terms and policies those documents incorporated by reference, including as to payment, and fail to remedy the breach within 2 business days of Our notice to do so; or

(d) We are unable to verify or authenticate Your User Information; or

(e) We believe that Your actions may cause legal liability for You, other You or Us; or

(f) In Our sole opinion, Your conduct, acts or omissions threaten, interfere or impact upon the integrity or credibility of the Course or any part of them (or the operation thereof) or Us; or

(g) We suspect that You (by conviction, settlement, insurance or escrow investigation, or otherwise in Our sole discretion) have engaged in fraudulent or deceptive activity in connection with Our Site.

14.2 We may immediately terminate Your Participant access to or use of the Course in the event of:

(a) unexpected technical or security issues or problems; and/or

(b) prolonged force majeure.

14.3 In addition to any other rights either party may, by 1 months' written notice to the other, terminate Your Participant access to the Course. Any amounts paid in advance will be refunded at Our discretion.

15. EFFECT OF EXPIRY OR TERMINATION

15.1 On expiry or termination of Your Participant access to the Course:

(a) We will cease to provide access to and use of the Course;

(b) You must destroy all evidence of any usernames, passwords, internet protocol addresses and other like matters;

(c) all payments previously made by, or on behalf of You, remain the property of Us and no party may make any claim in respect of such payments;

(d) Provided the Fee was paid, You may retain one copy of the Content for the Course for which You have subscribed as Participant;

(e) We may, but are not obliged to, delete all User Information which is held in the Site or Course or otherwise in Our records.

15.2 You agree that all terminations for cause shall be made in Our sole discretion and that We shall not be liable to You or any third party for any termination of Your account or access to the Course or loss of User Information.

15.3 Any rights which may have accrued to either party shall be unaffected.

15.4 All rights contained in this TOU which are capable of doing so shall survive the expiration or termination of this TOU.

16. WARRANTIES AND DISCLAIMERS

16.1 We provide the Course, Course, Site and Content on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law.

16.2 To the extent permitted by law:

(a) We specifically disclaim any implied warranties including in relation to title, merchantability, fitness for a particular purpose and non-infringement;

(b) We do not guarantee continuous, uninterrupted or secure access to the Course, Course, Site, Content or User Information, and You acknowledge that operation of the Course may be interfered with by numerous factors outside Our control including without limitation operator error, provision of incorrect User Information, power failures, malicious interference, any downtime or interferences of the network provider or any other third party provider or contractor or other lack of coverage of the network used for the purpose of providing the Course;

(i) the Site or Course will provide any function for which it is not specifically designed;

(ii) the Site or Course will provide any minimum level of performance;

(iii) the Site or Course will meet Your needs or requirements;

(iv) the Site or Course will be virus free or free of performance anomalies or be operational without interruption;

(v) use of the Site or Course will result in any particular outcome or benefit;

(vi) Your access to or use of the Site or Course, (including any related or linked websites), will be uninterrupted, timely, secure or error-free;

(vii) the Site or Course will be free of inaccuracies or typographical errors; or

(viii) any errors will be corrected.

16.3 You warrant that You have not relied upon any representations, warranties or conditions offered or made by or on behalf of Us except to the extent expressly set out in this TOU.

16.4 You warrant and acknowledge to Us that as at the date of this TOU and for the duration of this TOU:

(a) You Were not relying on any representation made by Us;

(b) You have the legal right and power to enter into this TOU;

(d) this TOU are valid and binding on You, enforceable in accordance with their terms;

(e) You are not insolvent and no controller has been appointed over any part of Your assets;

(f) You are not bankrupt or in liquidation or administration and no proceedings have been brought or threatened for the purpose of bankrupting or winding You up.

17. LIMITATION OF LIABILITY

17.1 In no event shall We or any Related Entity, officers, directors, employees agents, contractors or suppliers be liable for any Loss arising out of or in connection with:

(a) The Course;

(b) Our Site;

(d) line or system failure or the introduction of a computer virus or other technical sabotage;

even if We are advised of the possibility or likelihood of such Loss.

17.2 WHERE THE LAWS OF ANY COUNTRY OR STATE IN WHICH THIS TOU ARE EFFECTIVE IMPLIES INTO THIS TOU ANY TERM, CONDITION OR WARRANTY, AND THOSE LAWS AVOID OR PROHIBIT PROVISIONS IN A CONTRACT EXCLUDING OR MODIFYING THEM, THEN THE TERM, CONDITION OR WARRANTY SHALL BE DEEMED TO BE INCLUDED IN THIS TOU PROVIDED THAT THE LIABILITY OF US, ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR A BREACH OF ANY SUCH TERM, CONDITION OR WARRANTY, INCLUDING ANY LOSS WHICH YOU MAY SUSTAIN SHALL BE LIMITED, AT OUR OPTION, TO:

(a) IN THE CASE OF OUR COURSE, THE SUPPLY OF THE COURSE AGAIN, OR THE PAYMENT OF HAVING THE COURSE RESUPPLIED;

(b) IN ANY OTHER CASE, THE LESSER OF THE TOTAL FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY AND US$100.00.

17.3 The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise.

18. RELEASE

18.1 YOU RELEASE US AND ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR RELATED BODIES CORPORATE FROM ITS LIABILITY FOR ANY LOSS ARISING OUT OF THE USE OR INABILITY TO USE OR RELIANCE ON THE MATERIAL OR INFORMATION AVAILABLE ON OR ACCESSIBLE THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES AND WHETHER OR NOT CAUSED BY ANY NEGLIGENT ACT OR OMISSION.

18.2 Without limiting this TOU, You release us from any Loss arising from the use of, or reliance on, the Course, whether or not caused by any act or omission including but not limited to:-

(a) Your reliance on the Site or Course;

(b) other users' content, actions or inactions;

(c) loss of use, data or profits on any theory of liability arising out of or in connection with the use of or the inability to use the Site or Course or any part of them;

(d) the statements or actions of any employee or agent of Ours;

(e) information, data or other material provided to You by Us;

(f) any unauthorised access to or alteration of Your transmissions or data including User Information;

(g) any information that is sent or received or not sent or received to or from Us or the servers the Site is hosted on;

(h) any failure to store or loss of data or files or other content;

(i) Your fraudulent, negligent or otherwise unlawful behaviour;

(j) the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind which violates or infringes upon the rights of any other person, including without limitation any transmissions that encourage or represent conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law

19. INDEMNITY

19.1 You agree to indemnify and hold Us and any Related Entity, and Our officers, directors, agents, employees, contractors and suppliers harmless from and against any actions, claims, demands, proceedings, Loss of every kind and nature, known and unknown, including solicitors’ fees and claims made by third parties, due to or arising out of or in connection with:

(a) Your access to or use or misuse of the Site or Course;

(b) Your breach of this TOU;

even if We had been advised of the possibility of Loss.

20. ACKNOWLEDGEMENTS

20.1 Without limiting any other clause, You acknowledge that:

(a) the World Wide Web exists across open public networks that are neither secure nor private. Accordingly, You acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties;

(b) You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site including Content and User Information;

(c) You accept all risks and responsibility for all Loss resulting from Your use of the Course or the material on or accessible through the Site;

(d) We may change any of the Content at any time without notice but have no obligation to do so; and

(e) No data transmission over the internet can be guaranteed as totally secure. Whilst We strive to protect Your User Information, We do not warrant and cannot guarantee the security of Your User Information which You transmit through the Site. Accordingly, any User Information which You transmit through the Site is transmitted at Your own risk. Nevertheless, once transmitted We will take reasonable steps to preserve the security of such User Information. You must inform Us immediately of any breaches of security or unauthorised use of Your User Information.

21. MISCELLANEOUS

21.1 Accessing or using the Site or Course or any part of them and uploading User Information is done so at Your own risk and You will be responsible for compliance with the laws within Your jurisdiction.

21.2 We will not be liable by reason of the failure in the performance of obligations under the Terms of Use by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond its reasonable control, including any form of technological failure or the actions of third parties.

21.3 Publication of electronic addresses on the Site is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.

21.4 We operate the Site, or Course from offices based in Australia. Content contained on the Site may not be appropriate or available for use in other locations. If You access the Site from other locations, You do so at Your own initiative and risk and You are solely responsible for compliance with local laws.

21.5 The Site is hosted by AWS which has its main server locations in USA . You acknowledge that data, including User Information is transmitted to overseas servers.

21.6 This TOU is governed by the laws of Queensland and the Commonwealth of Australia which are in force in Queensland. The parties submit to the jurisdiction of the Courts of Queensland, relevant Federal Courts and Courts competent to hear appeals from them. However, for Our exclusive benefit, We also retain the right to bring proceedings for urgent or injunctive legal or equitable relief in the courts of Your country of residence or Your principal place of business.

21.7 This TOU shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.

21.8 If a clause of this TOU is void or unenforceable it must be severed from this TOU and the clauses that are not void or unenforceable are unaffected by the severance.

21.9 You agree that this TOU and all incorporated agreements may be assigned by Us, in Our sole discretion, to a related entity or third parties. You may not assign this TOU without Ours express prior written consent.

21.10 Our failure to act with respect to a breach by You or others does not constitute a waiver of that breach or waive Our right to act with respect to that breach or subsequent or similar breaches.

21.11 No waiver by a party of a provision of this TOU is binding unless made in writing.

21.12 You agree that this TOU may not be construed adversely against Us solely because We prepared them.

21.13 Unless otherwise specified, this TOU comprises the entire understanding and agreement between You and Us with respect to the subject matter hereof.

21.14 Nothing in this TOU or Your use of the Course establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between the parties.

21.15 The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.

21.16 Any notice or demand in writing required to be given by Us to You shall be sufficiently served if:

(a) served personally or by pre-paid mail to Your last known address;

(b) sent by facsimile machine to Your facsimile machine;

(d) published by notice on the Site.