CHARITY ACCELERATOR TERMS AND CONDITIONS

Charitable Pty Ltd ABN 64 639 609 797 (Provider) owns an online learning platform specifically designed for charities and not-for-profits (Accelerator Platform). On the payment of the requisite fee, users may access online learning courses and other content (Content) using the Accelerator Platform.

1.              AGREEMENT COMMENCEMENT AND TERM

a.     By purchasing or otherwise accessing the  Accelerator Platform, You agree to be bound by these Terms and Conditions and any policies notified in writing to You or published by the Provider on the Website from time to time (Agreement).

b.     This Agreement commences on the date You accept or are deemed to have accepted these Terms and Conditions(Commencement Date) and will continue until terminated in accordance with clause 11 (Term).

c.     Your access to and use of all Content on and any contribution You make to the Accelerator Platform are subject to this Agreement.

2.              PROVISION OF CONTENT

a.     To access the Content provided on the Accelerator Platform, You must register as a user by providing certain information including Your name, email address and mobile phone number as set out on the Provider’s registration page.

b.     Once You register and pay the applicable Fee, the Provider will:

i.           supply a password and any additional details that may be required for You to access the Content; and

ii.           make available the Accelerator Platform and give You access to the Content You have purchased.

3.              USE OF THE ACCELERATOR PLATFORM AND CONTENT

a.       You must not copy, alter, modify, reverse compile, decompile or reverse assemble, reverse engineer or reproduce any of the software comprising the Accelerator Platform.

b.       You must not use the Content or the Accelerator Platform for any commercial purpose.

c.       You must comply with all applicable laws when using the Accelerator Platform and the Content including:

i.           laws regarding the transmission of technical data exported from Your country of residence; and

ii.           anti-spam, intellectual property, privacy and anti-terrorism laws.

d.       Use of the Content and the Accelerator Platform requires compatible devices and internet access. Your ability to use Content and the Accelerator Platform may be affected by the performance level of Your hardware, software and internet access.

e.       By using the Accelerator Platform, You agree that the Provider may communicate with You by SMS, MMS, text message or other electronic means to Your device and that certain information about Your usage of the Content and the Accelerator Platform will be communicated to and may be retained by the Provider.   

f.        The Provider may update the Accelerator Platform from time to time. These updates are designed to improve, enhance and further develop the Accelerator Platform and may include bug fixes and enhanced functions. You agree to receive such updates as part of Your use of the Accelerator Platform.

4.              USER GENERATED CONTENT

a.       If You upload and/or generate Your own content (User Content) as part of Your use of the Accelerator Platform, this clause will apply. 

b.       You will be responsible for any User Content You contribute using the Accelerator Platform.

c.       You grant the Provider a worldwide, non-exclusive, sublicensable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, modify, adapt, translate, create derivative works based on, publish, perform and/or display the User Content.

d.       The Provider reserves the right, but will not have an obligation to remove or refuse to distribute any User Content that does not comply with these Terms and Conditions.

e.       The Provider is not liable to You or any other person for any harm or damage You may experience in using and/or relying on any User Content. None of the User Content available on or through the Accelerator Platform is fact-checked or updated by the Provider.

f.        You agree that the Provider may refuse, alter, edit, delete or disclose any User Content in whole or in part without notice for any legitimate purpose.  The Provider has no obligation or duty to, and does not represent that it will, monitor, change or remove any User Content.

g.       By posting User Content on the Accelerator Platform, You represent and warrant to the Provider that You own all right, title and interest, including the Intellectual Property, to any User Content You make available on or through the Accelerator Platform or You have obtained all permissions, releases, rights or licences from the owner of such content that are required to grant the rights in this Agreement without obtaining any further releases or consents.

h.       You will not make any User Content available on or through the Accelerator Platform that infringes any legal rights including any Intellectual Property rights, privacy rights, publicity rights, contract rights or any other rights of any person or entity.

5.              YOUR OBLIGATIONS

a.       You must ensure that Your registration details, including Your name and email address, are true and accurate at all times and You undertake to update Your registration details as soon as practicable after they change.

b.       In connection with Your access to and/or use of the Content and the Accelerator Platform, You agree that You will not:

i.           transmit, post or otherwise make available through use of the Accelerator Platform any:

A.  User Content that is unlawful, racist, hateful, libelous, defamatory, obscene, offensive, that intentionally discriminates against or harasses particular individuals or groups, or is otherwise objectionable;

B.  Personal Information of any other person without the person’s prior written consent; or

C.  User Content that infringes any third party's Intellectual Property or other rights.

ii.           use the Content or the Accelerator Platform for any unlawful purpose, transmit, post or otherwise make available any material that would give rise to criminal or civil liability through Your use of the Accelerator Platform;

iii.           take any action that imposes an unreasonable burden on the Provider's servers or the infrastructure comprised in the Accelerator Platform;

iv.           use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Accelerator Platform;

v.           engage in any behaviour that is designed to hack into or gain unauthorised access to protected areas of the Accelerator Platform and/or the Provider’s servers or networks or any other users’ computers or systems;

vi.           modify or attempt to modify any information stored on or through the Accelerator Platform;

 vii.           transmit, post or otherwise make available through Your use of the Accelerator Platform any unauthorised advertising, promotional materials, spam emails, chain letters, pyramid schemes or any other such solicitations;

viii.           use any automated technology such as a robot, spider, or scraper to access, scrape or data mine the Accelerator Platform or any information contained in it; or

ix.           delete or alter any material posted on the Accelerator Platform by the Provider or any other person or entity.

6.          EXTERNAL SITES AND THIRD PARTY SERVICES

a.       The Accelerator Platform may contain links to other websites (External Sites). These links are provided solely as a convenience to You.

b.       The Provider is not responsible for the content of any External Sites. If You decide to access any External Sites, You do so at Your own risk and You will be subject to the terms of service, privacy policies and other agreements or policies applicable to such External Sites.

c.       The Provider may use third party systems, software, platforms or infrastructure (Third Party Services) in the Accelerator Platform and may change such service providers from time to time without notice to You.

d.       The Provider does not endorse or recommend the content, products or services available on such External Sites or Third-Party Services.

e.       The Provider will not:

i.        be liable for any loss or damage resulting from Your reliance on any information provided to You by a Third Party Service; or

ii.       be responsible for any act or failure to act of any Third Party Service provider.

7.              FEES AND COSTS

a.     Some Content on the Accelerator Platform requires You to pay a Fee before You can access it.

b.     The Fees payable for each type of Content is displayed on the Website and may be varied from time to time by the Provider.

c.      The Fees include all GST, which must be paid at the same time and in the same manner as the base price in respect of the relevant Content.

d.     You are solely responsible for any costs that may apply to Your access to or use of the Accelerator Platform, including charges for software, internet access or text messaging.

8.              INTELLECTUAL PROPERTY:  

a.     Except for User Content, all:

i.       material available on or through the Accelerator Platform; and

ii.      all upgrades, enhancements, new releases, changes and modifications to the Accelerator Platform, whether made by You or the Provider,

is the property of the Provider and its Licensors including all marks, logos, names, text, data, documents, messages, pictures, graphics, images, video, audio, graphics, links, software and its underlying code, domain names or other electronic files (collectively, Provider Content).

b.     Certain elements of Provider Content (e.g. text, graphics, photographs, images, video, audio, colour selections, organisation and layout) are protected by copyright laws, and may not be copied, republished, posted, modified, edited, transmitted, distributed, used to create derivative works from or reverse engineered without the Provider’s written permission.

c.     You may not sell, transfer, assign, license or sublicense any Provider Content or use, copy, display or post any Provider Content on any other website or in a networked computer environment for any purpose. Certain third-party copyrighted images made available on or through the Accelerator Platform are part of the Providfer Content. You have no rights in such third-party Provider Content.

d.     The Provider’s trade marks, service marks and logos (Provider Trade Marks) used and displayed on the Accelerator Platform are registered and unregistered trade marks or service marks of the Provider or its licensors. Other company, product and service names available through the Accelerator Platform may be trade marks or service marks owned by third parties.

e.     Using the Accelerator Platform and accessing the Content does not give You any right, title or interest to the Content or any other aspect of the Accelerator Platform.

f.      If You provide any feedback, comments, suggestions or questions in respect of the Accelerator Platform or the Content, including suggesting or recommending changes or enhancements to the Accelerator Platform or the Content, (collectively, Feedback) You acknowledge that:

 i.                     the Provider may, but is not required to use the Feedback including for any purpose whatsoever without any attribution, financial compensation or reimbursement of any kind to You or any third party;

 ii.                     You unconditionally and irrevocably assign all right, title and interest in and to the Feedback to the Provider; and

 iii.                     all Feedback will be treated as confidential to and proprietary information of the Provider.

9.              PRIVACY

a.             You agree that to the extent that You include in Your User Content or otherwise provide us with any Personal Information, the Provider may use, retain and disclose such information as necessary to:

i.        fulfill the Provider’s obligations under this Agreement and any applicable laws; and

ii.       send You communications regarding the Accelerator Platform and the Content.

b.             All information provided by You or collected by the Provider as a result of Your use of the Accelerator Platform is governed by the Privacy Policy.

c.              The Provider will comply and cooperate with all legal requirements, regulatory authorities and/or law enforcement agencies regarding the investigation of or a request to disclose any of Your Personal Information.

d.             The Provider will maintain reasonable physical and technical safeguards to prevent the unauthorised disclosure of or access to User Content or other Personal Information You provide. 

e.             The Provider will notify You if it becomes aware of any unauthorised disclosure of or access to User Content or other Personal Information. 

f.                Usage data, diagnostic data and similar data that the Provider collects or generates in connection with Your use of the Accelerator Platform will be owned by the Provider.

10.           TERMINATION:

a.             The Provider may terminate this Agreement by giving You not less than fourteen (14) days’ notice in writing.

b.             The Provider may terminate this Agreement immediately and without further notice to You if:

i.                You breach any of Your obligations under this Agreement;

ii.              have committed an act which, in the reasonable opinion of the Provider, may adversely affect the reputation or business of the Provider.

c.              On termination:

i.                Your right to use the Accelerator Platform and the Content immediately ceases;

ii.              any clauses which either expressly or by their effect continue after termination will continue in full force and effect;

iii.            the Provider may discontinue Your access to the Accelerator Platform and the Content; and

iv.            the Provider will retain Your data/information as provided for under the Privacy Policy.

11.           LIMITATION OF LIABILITY

a.             The Provider excludes all terms, conditions, warranties and guarantees implied by law or statute except for any terms, conditions, warranties and guarantees the exclusion of which would contravene any statute (including the Australian Consumer Law) or which would cause this clause to be void or unenforceable (Non-Excludable Provision).

b.             To the maximum extent permitted by law, the Provider makes no representations and gives no warranties in relation to the performance of the Accelerator Platform, fitness of the Accelerator Platform and the Content for any particular purpose, error-free operation of the Accelerator Platform or any other outcomes that may be anticipated by You.

c.              Subject to any right You may have under the Australian Consumer Law or any other applicable law, the Provider will not be liable to You for any Consequential Loss (whether direct or indirect) suffered by You or any other person and arising out of any breach or other act or omission of the Provider in connection with this Agreement.

d.             The Provider's liability to You for breach of any Non-Excludable Provision is limited, at the Provider's option, to supplying the Content again or paying the cost of having the Content supplied again.

e.             If the Provider is in breach of this Agreement and You have fully complied with Your obligations under this Agreement, the total liability of the Provider whether in contract, tort (including negligence), under statute or otherwise under or in connection with this Agreement will not exceed the aggregate of $[x].

f.                In no circumstances will the Provider incur liability or expense directly or indirectly caused by or contributed to by, or arising from, the use or operation, as a means for inflicting harm, of any computer, computer system, computer software program, malicious code, computer virus or process or any other electronic system (Cyber Crime), whether affecting the Accelerator Platform or any Third Party Services.

g.             The Provider’s liability will be decreased proportionately to the extent that the loss, cost, expense or damage is caused or contributed to by You or otherwise arises from any breach, failure or other act or omission arising under or in connection with this Agreement by You.

12.           FORCE MAJEURE:

Where the Provider (or a provider of Third Party Services) is unable, either wholly or in part, to carry out any obligation under this Agreement (or in the case of a provider of Third Party Services, provide services to the Provider to enable it to perform its obligations under this Agreement) due to an act of God, flood, earthquake, storm, cyclone, fire, explosion, epidemic, war, embargo, electrical disturbance, riot or civil disturbance, which are beyond the reasonable control of the Provider (Force Majeure Event), the time required for the performance of the Provider’s obligations affected by the Force Majeure Event will be extended for a period equal to the period that the Provider is affected by any such Force Majeure Event.

13.           GENERAL

a.             The parties acknowledge and agree that nothing in this Agreement creates an employment relationship, agency, joint venture, partnership, delegation or any association of any kind between the parties.

b.             The Provider may modify these Terms and Conditions from time to time and Your use of the Accelerator Platform following any such amendments confirms Your agreement to be bound by these Terms and Conditions as amended.  You may access the current version of these Terms and Conditions on the Website.

c.              This document contains the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations or understanding.

d.             Any provision of this Agreement which is illegal, void or unenforceable will be ineffective only to the extent of that illegality, voidness or unenforceability without invalidating the remaining provisions.

14.           JURISDICTION:

This Agreement is governed by and will be constructed in accordance with the laws in force in the State of New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, the Federal Court of Australia, and of courts entitled to hear appeals from those courts.

15.           DEFINITIONS

In this Agreement:

Accelerator Platform means the online learning platform (including the Website) owned by the Provider including all Content, source code and object code in respect of the platform;

Agreement means the agreement formed between You and the Provider when You accept these Terms and Conditions;

Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth);

Consequential Loss means loss of profit, loss of production, loss of use of any plant or facility, business interruption, loss of business opportunity or any other indirect, consequential, special, contingent damage or loss;

Fee means the amount payable by You for the Content specified on the Website;

GST means Goods and Services Tax within the meaning of the GST Act;

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Intellectual Property means all intellectual property rights including in respect of any registered or unregistered business names, copyright, patents, trade marks, service marks, designs and similar industrial, confidential information, commercial and intellectual property (including formulae and know how);

Personal Information has the meaning given in the Privacy Act 1988 (Cth);

Privacy Policy means the Provider’s Privacy Policy located at [insert hyperlink];

Website means www.charityaccelerator.com or other site advised by the Provider from time to time; and

You means the individual or body corporate that purchases the Content.