Terms of use/ End user agreement


Dated: 2021

Parties:

Partners in Digital Pty Ltd ACN 640 763 462 as trustee for the Partners in Digital Trust (Licensor)

The person or entity detailed in Schedule (Licensee)


Agreed terms


1          Definitions

In this agreement:

(a)       Fee means the fees payable detailed in Schedule 2.

(b)       Software means the software application, software updates and any associated documentation known as The Digital Bootcamp or such other name or brand used or developed by the Licensor;

(c)        Term means the term detailed in Schedule 3.

2          Grant of License

(a)       The Licensee acknowledges and agrees to pay the Fee to the Licensor and that the Software shall only be used in a manner that complies with this Agreement and all applicable laws in the jurisdictions in which the Software are being used, including applicable restrictions concerning copyright and other intellectual property rights.

(b)       The Licensee acknowledges and agrees that other than the license granted under this clause, nothing in this agreement is intended to give the Licensee any intellectual property rights or other rights in the Licensed Material, any trade marks, know-how, business names, software or other material of Licensor.

3          Limited Warranty

(a)       Licensor warrants that the Software do not infringe any intellectual property rights or constitute misappropriation of third party intellectual property rights. Licensor will indemnify the Licensee against liability under any final judgment in proceedings brought by a third party against the Licensee which determine that the Licensee's use of the Software constitutes an infringement of the intellectual property rights of that third party. Licensor's liability in connection with the indemnity in this clause is limited to the amount paid to Licensor by the Licensee under this agreement.

(b)       The Licensee acknowledges that the Software are not error free, and that they may contain errors that cause them to malfunction or not operate in the manner the Licensee may expect or as otherwise documented.

(c)        Licensor does not warrant that the Software are free from errors. 

4          Limited Liability

(a)       The Licensor is not liable for any loss or damage, however caused, suffered by the Licensee in connection with this agreement or the Licensee’s use of the Licensed Material.

(b)       If any legislation implies a condition or warranty into this agreement in respect of goods supplied, and Licensor's liability for breach of that condition or warranty may not be excluded but may be limited, then Licensor's liability for such breach is limited to, in the case of a supply of goods, Licensor replacing the goods or supplying equivalent goods or repairing the goods.

5          Confidentiality

Each party must keep confidential and not use or disclose the other party's confidential information. The obligations of confidence do not apply to information which is in the public domain, independently developed by the recipient or already known to the recipient independently.

6          Termination

(a)       If the Licensee breaches this agreement Licensor may terminate this agreement by written notice to the Licensee if the Licensee does not remedy the breach within seven (7) calendar days of being given written notice to do so.

(b)       This Agreement otherwise terminates immediately upon the expiration of the Term.

(c)        Upon termination, the Licensee must immediately delete or destroy any copies of the Software in its possession.

7          General

(a)       The Licensee must not assign any of its rights under this agreement without Licensor's prior written consent.

(b)       The Licensor may assign all or any of its rights under this agreement without the consent of the Licensee.

(c)        This agreement constitutes the entire agreement between the parties regarding its subject matter.

(d)       Any dispute that arises the parties agree in good faith to enter into mediation and each party will pay their own costs and the costs of the mediator.

(e)       This Agreement is governed by the laws of the State of Queensland in the Commonwealth of Australia.