DEFINITIONS

In this agreement, the following words shall have the following meanings, unless the context requires otherwise:

INTERPRETATION

In this agreement unless the context otherwise requires:

1. 1. A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
   2. A reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
   3. The headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
   4. Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
   5. All money sums mentioned in this agreement are calculated net of GST, which will be charged when payment is due.
   6. These terms and conditions prevail over any terms proposed by you.
   7. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail. If a version of this agreement has been supplied to you in some language other than English, that is a courtesy only and that translated version is of no legal effect.

WARRANTY FOR OUR AUTHORITY

We represent, warrant and guarantee that we have the full right, power and authority to license and distribute the Licensed Product, including all the images, photos, animations, audio and video components, music, text, and additional applications incorporated into the Licensed Product and accompanying printed materials, if any.

GRANT OF LICENCE

1. 1. Subject to payment of the licence fee and to the other terms of this agreement, we now grant to you a Licence for sixty (60) days to use the Licensed Product in Australia or New Zealand except where purchased for the exclusive purpose as for RACGP Accreditation.
   2. We do not offer the Licence in all countries. We may refuse or revoke a Licence and return your payment if you live in a country we do not serve.
   3. The Licence is non-exclusive, non-assignable, non-transferable and otherwise as limited by the terms of this agreement.
   4. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.

RESTRICTIONS ON USE OF LICENSED PRODUCT

You agree that you will not:

1. 1. use the Licensed Product for any purpose or in any way except as you selected and paid when you bought it from our Website. These restrictions may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product;
   2. separate the component parts of the E-Learning Content for use on more than one Computer. Reverse engineer, decompile, or disassemble the E-Learning Content;
   3. sub-license, rent out, lease, or lend the E-Learning Content or the Licensed Product;
   4. copy or Publish a Licensed Product except as specifically allowed in this agreement;
   5. represent or give the impression that you are the owner or originator of any Licensed Product;
   6. remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.

FURTHER REQUIREMENTS OF THE LICENCE

1. 1. You must not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.
   2. You must not use a Licensed Product:
      1. except for the use specified at the time of purchase;
      2. in part or as a whole, to incorporate it in any intellectual property of yours;
   3. If any information you give us is inaccurate, we may terminate your Licence and no refund of money will be due to you.

COPYING THE LICENSED PRODUCT

1. 1. You may install and use one copy of the E-Learning Content on a single Computer. You may also store or install a copy of the E-Learning Content on a storage device, such as a network server, used only to install or run the E-Learning Content on your other Computers over an internal network.
   2. The primary user of the Computer on which the E-Learning Content is installed may make a second copy for his or her exclusive use on a portable Computer.
   3. You must not install the E-Learning Content on more than two Computers and you must not use the E-Learning Content on more than one Computer at a time. The E-Learning Content must not be used simultaneously on your home Computer and on your office Computer.
   4. If you have bought multiple licences of the E-Learning Content, you may make the number of additional copies of the E-Learning Content as are authorised on the Licence Schedule, and you may use each copy in the manner specified above. You are also entitled to make a corresponding number of secondary copies for portable Computer use as specified above.

FREEDOM TO TRANSFER

1. 1. You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any of your rights and obligations under this agreement without our prior written consent, except that:
   2. you may assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to us to be bound by your obligations under this agreement.

SECURITY OF YOUR CREDIT CARD

1. 1. We take care to make Our Website safe for you to use. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
   2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.

DISCLAIMERS AND LIMITATION OF LIABILITY

1. 1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
   2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
   3. We make no representation or warranty that the Licensed Product will be:
      1. useful to you;
      2. of satisfactory quality;
      3. fit for a particular purpose;
      4. data-secure;
      5. available or accessible, without interruption, or without error.
   4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
   5. you agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Licensed Products concerned.
   6. We shall not be liable to you for any loss or expense which is:
      1. indirect or consequential loss; or
      2. economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
   7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us.
   8. Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.

YOU INDEMNIFY US

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

1. 1. your failure to comply with the law of any country;
   2. your breach of this agreement;
   3. any act, neglect or default by any agent, employee, licensee or customer of yours;
   4. a contractual claim or breach of the intellectual property rights of any person arising from your use of the Licensed Products

COPYRIGHT AND OTHER INTELLECTUAL PROPERTY

1. 1. In this paragraph, “Intellectual Property” means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including all Licensed Products, intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights and all rights which are derived from those rights.
   2. You agree that at all times you will:
      1. not to cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property or the title of any other person whose work has been made available to us as a Licensed Product;
      2. notify us of any suspected infringement of the Intellectual Property.
   3. If you use a Licensed Product in a way not allowed by this agreement we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.
   4. If we terminate the Licence on account of your breach, you agree that you will:
      1. immediately stop using the Licensed Product;
      2. destroy all copies of the Licensed Product in your possession or control;
      3. destroy any work of yours derived from a Licensed Product.

MISCELLANEOUS MATTERS

1. 1. You undertake to provide to us your current land address, e-mail address, telephone and fax numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
   2. No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.
   3. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
   4. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
   5. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
   6. Any obligation in this agreement intended to continue to have effect after termination shall so continue.
   7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
   8. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
   9. Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by registered post or recorded delivery or by fax or by e-mail.

1. 1. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
   2. This agreement does not give any right to any third party, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies.
   3. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
   4. The validity, construction and performance of this agreement shall be governed by the laws of the State of Victoria and you agree that any dispute arising from it shall be litigated only in the State of Victoria