LICENCE FOR RUN YOUR OWN TRAINING MATERIALS
Licence agreement between:
- Run Your Own Training Pty Ltd ABN 56 622 303 566 (the “Licensor”); and
- The Customer.
The Licensor operates an online platform which makes available educational materials, including workbooks, slides, facilitator guides, case studies, and other courseware, for use either by trainers or by people receiving training (the “Materials”).
Customers can download and use some of the Materials for free. Other Materials can only be downloaded on payment of a fee. All Materials, whether free or paid, can be used as is but cannot be modified unless the Customer pays the unlock fee. The Licensor will provide unlocked Materials to the Customer, which the Customer may modify, following payment of the relevant fee.
The Licensor provides the Materials to Customers in accordance with the following terms and conditions.
“Customer” means any individual, company or any other legal entity that downloads, reproduces and/or uses any of the Materials.
“Worker” includes employees, independent contractors, volunteers, trainees or apprentices.
“You” or “your” means the Customer.
2.1 The Licensor grants the Customer a non-exclusive licence in the Materials that is non-assignable, non-transferable and revocable in the event of breach of the terms of this Licence.
2.2 The Customer may only use and reproduce the Materials for the purpose of providing internal training and education of the Customer’s Workers and in accordance with these licence terms. In particular the Customer must not
(a) sublicence, resell, lend, rent or transfer the Material to any third party; or
(b) produce another product either for sale, lease, rent or to give away, which product is an adaptation of the Materials or a derivative work that incorporates all or any part of the Materials.
2.3 The Licensor retains all legal ownership and title to the Materials and all updates and subsequent copies of the Materials in any media or form in which the copies may exist, including copies made in violation of the terms of this Licence.
2.4 The Licensor reserves the right to change the fees from time to time, for access to the Materials or to refuse or cancel any orders placed for the Materials. The Licensor will immediately issue a refund if an order has been confirmed and charged to the Customer’s credit card or bank account in these instances.
3. ACCESS AND USE OF THE MATERIAL
3.1 Customers will need to register with the Licensor to access the Materials. Once the Customer has paid the unlock fee, the Materials can then be modified.
3.2 Customers are permitted to edit and change any Materials provided in an unlocked format, however the Licensor does not grant the Customer the right to edit or change any documents or resources created by any government department, agency or statutory corporation that may be provided as part of the Materials except where the documents or resources have been edited or changed by the government department, agency or statutory corporation.
3.3Customers are permitted to print or to electronically transfer the Materials by email or through downloadable files for the purposes of providing a training course being delivered by the Customer to Workers. However, Customers must not publish the Materials on an insecure internet portal, website or server except where there are login credentials that limit access to the Materials to any person that is permitted by this Licence to use or reproduce the Materials.
3.4 Customers are responsible for ensuring that all trainees or other people you provide Materials to are aware of the terms of Licence, and that those trainees or other people agree not to print, copy, communicate to the public or permit any other person to use or reproduce the Materials in contravention of or breaching the terms of this Licence. Any person attending training courses provided by the Customer may retain copies of the Materials for reference purposes only.
3.5 Customers can re-download the Materials in the event the Customer’s copies are destroyed, lost or corrupted.
3.6 Customers can download revised versions of the Materials if the Licensor changes or updates the Materials. However, if Customers want or require access to an old version of the Materials, the Customers must contact the Licensor to request the old version of the Materials. The Licensor is not required to provide any older or former versions of the Materials and may, in their sole discretion, refuse to provide old versions of Materials for any reason whatsoever including but not limited to out of date or Materials not being representative of best practice or being out of date.
4.1 This Licence is effective indefinitely, however this Licence may be terminated by the Licensor:
(a) if the Customer breaches the terms of this Licence; or
(b) the Customer carries out any act or omission to act that is a breach of the Licensor’s rights either under the Copyright Act 1968 (Cth) or Trade Marks Act 1995 (Cth) or the copyright law or trade mark law of any other country.
4.2 Upon termination the Customer will have no further right to the Materials and must return all copies to the Licensor or provide the Licensor with independently verified evidence that the Materials, and each and every copy thereof, has been destroyed.
5.1 You warrant that you are 18 years old or older and you are legally capable of entering into binding contracts. If you are under 18 years old, you warrant that you have obtained consent from your parent or guardian and they agree to be bound by this Licence on your behalf.
5.2 If you are an individual accepting this Licence on behalf of a company or any other legal entity, you represent and warrant that you have full legal authority to bind your employer, or the applicable legal entity, to this Licence. Access to and use of the Materials is conditional on acceptance of and compliance with the term of the Licence.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All copyrights, trademarks and other intellectual property rights (registered and unregistered) in and to the Materials belong to the Licensor and/or third parties.
6.2 The Customer may choose to edit, change or revise the Materials, provided they have paid the fee to entitle them to do so. If the Customer does so, they must continue to recognise the intellectual property rights of the Licensor in accordance with this Licence. If the Customer makes edits, changes or revisions to the Materials, the Customer agrees that the Licensor will be deemed to be the joint owner of the copyright in those revised versions of the Materials. The Customer agrees that the Licensor will in its absolute discretion, and without the payment of any fee to the Customer, have the right to incorporate any edits, changes or revisions made by the Customer into a revised version of the Materials and to reproduce the revised version of the Materials in any material form, publish the revised version of the Materials, communicate the revised version of the Materials to the public, make an adaptation of the revised version of the Materials and to otherwise exploit the copyright in the revised version of the Materials. Any Materials which have been modified remain subject to the terms of this licence and for the sake of clarity, may not be onsold, shared, provided to any third party, or otherwise used for any commercial purposes.
6.3 The Customer must not alter, remove or obscure any copyright or trademark symbol or legend or other proprietary mark of the Licensor that is placed on the Materials by the Licensor or by any third party.
6.4 The Customer undertakes to ensure that the Materials are not subjected to any treatment that is prejudicial to the reputation of the Licensor or that infringes the moral rights of the author or authors of the Materials.
7. LIMITATION OF LIABILITY
7.1 Subject to paragraphs 7.2 & 7.3 all Materials are provided “as is” and the Licensor will not be held responsible and the Licensor expressly disclaims any liability whatsoever for any claims, demands or damages, direct or indirect, of every kind and nature, arising out of or in any way connected with use of the Materials.
7.2 To the full extent permitted by law and subject to any implied condition, warranty or right, or any statutory consumer guarantee contained in, any law (including the Competition and Consumer Act 2010 (Cth)) which cannot be excluded by law:
((a) the Licensor excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Licence;
(b) the Licensor excludes all liability in respect of loss or corruption of data, interruption of business or any consequential or incidental damages; and
(c) all implied conditions, warranties, rights and terms are excluded.
7.3 Where any condition, warranty or right is implied by law, or statutory consumer guarantee cannot be excluded, we limit our liability for breach of, or other act contrary to, that implied condition, warranty or right or statutory consumer guarantee, either as provided under section 64A of the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 or, otherwise to the extent permitted by law. In particular, to the extent possible, the Licensor limits its liability in respect of any claim to, at its option: (a) in the case of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of having the goods repaired, and (b) in the case of services: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.
7.4 The Licensor’s maximum aggregate liability to the Customer under this paragraph 7 is limited to the total licence fee the Customer has paid the Licensor in respect of the Materials.
8.1 The Customer agrees to indemnify, defend, release and hold the Licensor and its affiliates, subsidiaries and related body corporates including but not limited to their directors, officers, employees, contractors and agents (“those Indemnified”) harmless from and against all claims or demands of liability, costs, expenses, losses or damages (including but not limited to direct, indirect, consequential, special, exemplary or punitive damages) however caused, including but not limited to reasonable legal fees and costs in connection with any claims or legal proceedings arising out of or related to the Customer’s breach of these License terms, or any unauthorised use of the Materials by the Customer or the Customer’s Workers.
9. POWERS, RIGHTS, OBLIGATIONS AND RELATIONSHIP BETWEEN THE PARTIES
9.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right and the exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
9.2 The Customer cannot dispose of, novate, assign, transfer, encumber or otherwise dealt with Customer’s rights and obligations under this Licence without the prior written consent of the Licensor. The Licensor may dispose of, novate, assign, transfer, or encumber or otherwise dealt with its rights or obligations under this Licence in its sole discretion.
9.3 The parties do not intend that this Licence will give rise or be deemed to constitute a partnership, joint venture or agency relationship between the parties.
9.4 This Licence constitutes the entire agreement between the parties as to its subject matter and all understandings, prior representations, arrangements or commitments that are not contained herein have no effect whatsoever and do not bind the parties.
10. GOVERNING LAW AND JURISDICTION
10.1 In the event that any section or part of the terms and conditions of this Licence are deemed unlawful or unenforcable, that section or part will be stricken from these terms and conditions of sale and the remaining terms will continue in full force and effect.
10.2 This Licence is governed by the laws of Victoria which are in force from time to time and both you and we agree to submit to the exclusive jurisdiction of the courts of Victoria for determining any dispute arising out of or related to the Customer’s use of the Materials and/or breach of this Licence.