Terms and Conditions

VERSO End user Licence Agreement

 

Learnology provides the Verso Application, which is an online application that assists Students and Teachers to share videos, information and other similar educational content online and interact with each other regarding such content.

This licence agreement sets out the terms and conditions on which Learnology will grant a licence to use the Verso Application to a User who downloads or is otherwise provided with a copy of the Verso Application.

By clicking the ‘I accept’ button or otherwise confirming the User’s acceptance of this licence agreement electronically the User agrees that it has read, understood and will be bound by this licence agreement.

Depending on whether the User registers to use the Verso Application as a Teacher or Student, the User will also be required to agree to and comply with the Teacher Terms or Student Terms in order to access and use the Verso Application.

1.              Definitions and interpretation

1.1           Definitions 

In this licence agreement, unless the context otherwise requires:

(a)             Commencement Date means the date the User clicks the ‘I accept’ button or otherwise confirms the User’s acceptance of this licence agreement electronically.

(b)             Consequential Loss means Loss beyond the normal measure of damages and includes indirect Loss, Loss of revenue, Loss of reputation, Loss of profits, Loss of actual or anticipated savings, Loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, Loss of use, cost of capital or costs of substitute goods, facilities or services.

(c)             Documentation means any manuals, guides, reference materials or other similar documents in any form made available by Learnology to the User in connection with the Verso Application.

(d)             Improvement means any modification, alteration, development, new use or other change to the Verso Application which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.

(e)             Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above.

(f)             Learnology means Learnology Pty Ltd ACN 136 050 096 of Level 1, 139 Nelson Place, Williamstown, Victoria 3016.

(g)             Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.

(h)             Permitted Purpose means accessing and using the Verso Application for educational purposes in accordance with this licence agreement and the Student Terms or Teacher Terms (as applicable).

(i)              Student means any person who registers to use the Verso Application as a student.

(j)              Student Terms means Learnology’s then current terms of use applicable to the use of the Verso Application by Students.

(k)             Teacher means any person who registers to use the Verso Application as a Teacher.

(l)              Teacher Terms means Learnology’s then current terms of use applicable to the use of the Verso Application by Teachers.

(m)           Term means has the meaning given in clause 5.1 of this licence agreement.

(n)             User means the person who downloads or is otherwise provided with a copy of the Verso Application and who enters into this licence agreement.

(o)             Verso Application means the online educational application downloaded by or otherwise provided to the User and licenced to the User pursuant to this licence agreement.

(p)             Verso Application Services has the meaning given in the Teacher Terms.

(q)             Verso Policies means the then current policies of Learnology regarding the use of the Verso Application, as Learnology may notify the User of from time to time during the Term

1.2           Interpretation

In this licence agreement, headings are inserted for convenience only and do not affect the interpretation of this licence agreement and, unless the context otherwise requires:

(a)             the singular includes the plural and vice versa;

(b)             if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(c)             the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions; and

(d)             a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority or agency.

2.              Licence

2.1           Grant of licence

Learnology grants the User a personal, non-exclusive, non-transferable, not-for resale or sub license, restricted right to access and use the Verso Application for the Permitted Purpose during the Term on devices owned or controlled by the User.

2.2           Licence restrictions

The licence granted to the User under clause 2.1 permits the User to access and use the Verso Application solely for the Permitted Purpose and the User must not access or use the Verso Application for any other purpose. Without limiting the above, the User must not:

(a)             make any copies of the Verso Application (other than copies that are made to download the Verso Application and install the Verso Application for the Permitted Purpose on devices owned or controlled by the User);

(b)             modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Verso Application;

(c)             attempt to circumvent or break any licence keys or any other encryption, decryption or other security device or technological protection measure contained in the Verso Application;

(d)             distribute any part of the Verso Application for commercial purposes or otherwise sub-licence or resell the Verso Application;

(e)             create derivative works from all or any part of the Verso Application;

(f)             transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Verso Application; or

(g)             publish, communicate or otherwise make any part of the Verso Application publically available.

2.3           Protection measures

The User acknowledges that the Verso Application may contain licence keys or other technological protection measures and Learnology may use the licence keys or other protection measures to disable or suspend the Users access to the Verso Application:

(a)             following the termination of this licence agreement; or

(b)             if the User breaches (or Learnology reasonably suspects the User has breached) any provision of this licence agreement, the Student Terms or Teacher Terms (as applicable).

3.              Updates and support

The User acknowledges that nothing in this licence agreement imposes obligations on Learnology to develop, release or install for the User any updates, upgrades, patches, bug fixes, new releases or new versions in respect of the Verso Application (Updates), provided however that if Learnology does develop or release any Updates, it may require that all such Updates be used by the User. The User also acknowledges that nothing in this licence agreement imposes obligations on Learnology to provide any services to the User in respect of the Verso Application including (without limitation) development or customisation services, technical support, training or maintenance services.

4.              Documentation and policies

The User must use only the most recent version of the Documentation provided or made available by Learnology, and must follow any directions in the Documentation regarding the Use of the Verso Application. The User must also ensure that its access to and use of the Verso Application complies with all current Verso Policies.

5.              Term and termination

5.1           Term

This licence agreement commences on the Commencement Date and will continue until terminated pursuant to clause 5.2.

5.2           Termination

Learnology may terminate this licence agreement and the licence granted under clause 2.1 effective immediately upon providing written notice of termination to the User if:

(a)             the User breaches a term or condition of this licence agreement or the Student Terms or Teacher Terms (as applicable) and fails to remedy such breach within seven days after being provided with written notice of the breach by Learnology;

(b)             the User breaches a term or condition of this licence agreement or the Student Terms or Teacher Terms (as applicable) which Learnology considers cannot be remedied; or

(c)             Learnology terminates its provision of Verso Application Services to the U

ser under the Teacher Terms or terminates the User’s access to or use of the Verso Application under the Student Terms (as applicable).

5.3           Post termination obligations

Immediately on termination of this licence agreement, the User must:

(a)             cease all use of the Verso Application; and

(b)             permanently delete all copies of the Verso Application from any devices in its possession, custody or control.

5.4           Survival of certain terms

The party’s obligations under clauses 2.2, 5.4, 6, 8 and 9 of this licence agreement will survive notwithstanding any termination of this licence agreement.

6.              Intellectual Property

6.1           Learnology’s Intellectual Property

The User acknowledges that, subject to clause 2.1, nothing in this licence agreement grants the User any ownership of or rights in respect of the Intellectual Property in the Verso Application or any Documentation or any Improvements to the Verso Application or any Documentation.

6.2           Assignment

Any Intellectual Property in respect of the Verso Application or Documentation (including any Intellectual Property in any Improvements to theVerso Application or Documentation) which is created by or vests in the User during the Term is assigned to Learnology immediately upon the Intellectual Property being created or vesting in the User and the User agrees to do all things and execute all documents as is reasonably necessary to effect such assignment.

6.3           Promotion and marketing

The User agrees that, for the purposes of promoting and marketing Learnology and the Verso Application, Learnology is entitled to notify others of Learnology’s relationship with the User and the User’s use of the Verso Application.

7.              Consumer Guarantees

7.1           Australian Consumer Law

The Australian Consumer Law (ACL) may confer certain consumer guarantees in relation to the Verso Application or the performance of Learnology’s obligations under this licence agreement if the User acquires the Verso Application as a ‘consumer’ within the definition of section 3 of the ACL.

7.2           Limitation of liability

If the User makes a claim against Learnology regarding the goods or services provided under this licence agreement in respect of a breach or alleged breach by Learnology of the consumer guarantee provisions of the ACL and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic and household use, then to the extent permitted by law, Learnology’s liability to the User for such a breach or alleged breach of the consumer guarantee will be limited, at the election and discretion of Learnology, to:

(a)             if the breach relates to goods:

(i)              the replacement of the goods or the supply of the equivalent goods;

(ii)             the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(b)             if the breach relates to services:

(i)              the supply of the services; or

(ii)             the payment of the cost of having the services supplied again.

8.              Warranties and liability

8.1           Warranty exclusions

Learnology does not warrant that the Verso Application or any portion of the Verso Application will meet the User’s requirements, the operation of the Verso Application will be uninterrupted or error-free, the Verso Application will be compatible with the User’s other software or systems or that the Documentation will be error free. All express or implied warranties in relation to the Verso Application are expressly excluded.

8.2           Learnology’s liability

Subject to clause 7 and notwithstanding any other provision of this licence agreement, the maximum aggregate liability of Learnology to the User under or in connection with this licence agreement (including for breach of this licence agreement by Learnology or any negligent act or omission of Learnology) shall be limited to greater of the total amount of the licence fees (if any) paid to Learnology by the User for the Verso Application or the sum of AUD $1000. Learnology will not be liable to the User for any Consequential Loss incurred by the User under or in connection with this licence agreement or as a result of the User’s use of the Verso Application, even if Learnology has been advised of the possibility of such Consequential Loss being incurred.

9.              Indemnity

The User will indemnify Learnology and each of its directors, officers, employees, agents, contractors and related bodies corporate (Indemnified Parties), and keep each of them indemnified, against any claim made against an Indemnified Party or Loss suffered or incurred by an Indemnified Party which arises from or in respect of:

(a)             any breach by the User of this licence agreement; or

(b)             any negligent, or wilful acts or omission, theft, misconduct, dishonesty or fraud committed by the User, its officers, directors, employees, agents, representatives, delegates or contractors.

10.           General provisions

10.1         Governing law

This licence agreement will be governed by and construed exclusively under the laws of the State of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the Federal Court of Australia.

10.2         International conventions

The United Nations Convention on the International Sale of Goods (the Vienna Convention) will not apply to this licence agreement or the subject matter hereof.

10.3         Assignment

The User may not assign or otherwise deal with any of its rights or obligations under this licence agreement without the prior written consent of Learnology.  Learnology may assign, novate or otherwise deal with its rights under this licence agreement at any time effective immediately upon Learnology notifying the User of the assignment or novation.

10.4         Entire agreement

This licence agreement and the Student Terms or Teacher Terms (as applicable) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

10.5         Waiver and variation

This licence agreement will not be varied except by a document in writing signed by the parties. No failure to exercise or delay in exercising any right given by or under this licence agreement to a party constitutes a waiver and the party may still exercise that right in the future.

10.6         Liability of parties

If a party consists of more than one person:

(a)             an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;

(b)             a right given to those parties is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and

(c)             a representation, warranty or undertaking made by those parties Is made by each of them.

10.7         Severability

If any provision of this licence agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this licence agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

 

 

 

TEACHER TERMS

 

Learnology provides the Verso Application, which is an online application that assists Students and Teachers to share videos, information and other similar educational content online and interact with each other regarding such content.

Teachers may use the Verso Application by downloading the Verso Application or by accessing a web browser version of the Verso Application and by registering to use the Verso Application as a teacher.

This document sets out the terms and conditions which apply where a person registers to use the Verso Application as a Teacher and Learnology provides the Verso Application Services to the Teacher.

By clicking the ‘I accept’ button or otherwise confirming acceptance of these terms of use, the Teacher agrees that it has read, understood and will be bound by these terms of use.

If the Teacher has downloaded a copy of the Verso Application, the Verso Licence Agreement will also apply to the Teacher’s access to and use of the Verso Application.

The Teacher acknowledges and understands that if a school, educational institution or other similar body which employs or which otherwise supervises the Teacher uses the application known as ‘Verso Campus’, then that school, educational institution or other similar body will be able to access the Teacher’s use of the Verso Application and Learnology will disclose information regarding the Teacher’s use of the Verso Application to such school, educational institution or other similar body. By agreeing to these terms or use, the Teacher consents to Learnology disclosing or otherwise making such information available to the school, educational institution or other similar body that uses the Verso Campus application.

1.              Definitions and interpretation

1.1           Definitions 

In these terms of use, unless the context otherwise requires:

(a)             Class Content means any Content the Teacher makes available to Students on or via the Verso Application (including Content accessed from Third Party Providers using the Verso Application).

(b)             Class Password means any password or other means of authentication which Students are required to enter in order to be able to access Class Content.

(c)             Commencement Date means the date the Teacher clicks the ‘I accept’ button or otherwise confirms the Teacher’s acceptance of these terms of use electronically.

(d)             Confidential Information means any information provided by a party to the other party in connection with the Verso Application or the Verso Application Services and:

(i)              in the case of Learnology, includes the Documentation and any other information regarding the Verso Application; and

(ii)             in the case of the Teacher, includes the Class Content and the User Data;

but does not include information which is in or becomes part of the public domain, other than through a breach of these terms of use or of an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in these terms of use.

(e)             Consequential Loss means Loss beyond the normal measure of damages and includes indirect Loss, Loss of revenue, Loss of reputation, Loss of profits, Loss of actual or anticipated savings, Loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, Loss of use, cost of capital or costs of substitute goods, facilities or services.

(f)             Content includes audio content, audio visual content, information, data, pictures, text, graphics, multi media presentations, fonts, layouts and hyperlinks.

(g)             Credit means credits the Teacher will be required to purchase to conduct Flips using the Verso Application.

(h)             Credit Period means a period of twelve months from the date a Credit is purchased or otherwise acquired by the Teacher.

(i)              Credit Purchase Price means the purchase price payable for Credits, as determined by Learnology from time to time.

(j)              Documentation means any manuals, guides, reference materials or other similar documents in any form made available by Learnology to the Teacher in connection with the Verso Application.

(k)             Flip means each single item of Content made available to Students of the Teacher via the Verso Application by or on behalf of the Teacher.

(l)              Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war (declared or undeclared) civil commotion, military action, or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake or other natural calamity or an ongoing internet or telecommunications outage or impairment.

(m)           Improvement means any modification, alteration, development, new use or other change to the Verso Application which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.

(n)             Indirect Tax means a goods and services tax, a value added tax, a consumption tax or a tax of a similar kind.

(o)             Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above.

(p)             Learnology means Learnology Pty Ltd ACN 136 050 096 of Level 1, 139 Nelson Place, Williamstown, Victoria 3016.

(q)             Learnology Infrastructure means the computer servers or other hardware used by Learnology in connection with its provision of the Verso Application Services.

(r)              Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.

(s)             Payment Facility means any payment facility accepted by Learnology from time to time.

(t)              Student means any person who registers to use the Verso Application as a student and who joins any class created by or on behalf of the Teacher using the Verso Application.

(u)             Teacher means each person who registers to use the Verso Application as a Teacher.

(v)            Term means has the meaning given in clause 9.

(w)            Third Party Application means any product, service, system, application or internet site that is integrated or interfaced with the Verso Application or otherwise interacts with the Verso Application and that is owned or operated by a Third Party Provider.

(x)             Third Party Provider means any third party that provides technology and/or other products or services that are used by the Teacher or any Student in connection with the Verso Application.

(y)            Unacceptable Content means any content which is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the intellectual property rights of any person or contravenes or appears to contravene any applicable laws, regulations or codes of conduct (including any codes of conduct or policies of the relevant school or other educational institution).

(z)             User Data means all information or communications (whether relating to the Teacher or the Students or otherwise) uploaded to the Verso Application by or on behalf of the Teacher or any Students of the Teacher and which is stored by Learnology on the LearnologyInfrastructure.

(aa)          Verso Application the online educational application made available to the Teacher by Learnology during the Term.

(bb)          Verso Application Services means the services described in clause 2.2.

(cc)          Verso Licence Agreement means any agreement between Learnology and the Teacher under which the Teacher is granted a licence of the Verso Application.

(dd)          Verso Policies means the then current policies of Learnology regarding the use of the Verso Application, as Learnology may notify the Teacher of from time to time during the Term.

1.2           Interpretation

In these terms of use, headings are inserted for convenience only and do not affect the interpretation of these terms of use and, unless the context otherwise requires:

(a)             the singular includes the plural and vice versa;

(b)             if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(c)             the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions; and

(d)             a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority or agency.

2.              Verso Application Services

2.1           Provision of Verso Application Services

During the Term Learnology will provide the Verso Application Services to the Teacher on the terms and conditions set out in these terms of use.

2.2           Verso Application Services

The Verso Application Services will consist of Learnology:

(a)             providing the Teacher and the Students of the Teacher with access to the Verso Application during the Term;

(b)             hosting any Class Content or User Data stored on the Learnology Infrastructure during the Term and providing the Teacher and the Students with access to such Class Content and User Data during the Term; and

(c)             providing the Teacher with access to and use of the Documentation during the Term.

2.3           Updates and support services

The Teacher acknowledges and agrees that nothing in these terms of use imposes obligations on Learnology to develop, release or install for the Teacher any updates, upgrades, patches, bug fixes, new releases or new versions in respect of the Verso Application (Updates), provided however that if Learnology does develop or release any Updates, it may require that all such Updates be used by the Teacher. The Teacher also acknowledges and agrees that nothing in these terms of use imposes obligations on Learnology to provide any services to the Teacher in respect of the Verso Application other than the Verso Application Services including (without limitation) development or customisation services, technical support, training or maintenance services.

2.4           Learnology retains discretion

The Teacher acknowledges and agrees that Learnology retains the sole discretion regarding the features, functions and other benefits of the Verso Application and nothing in these terms of use requires Learnology to provide or maintain any features, functions or other benefits in respect of the Verso Application. The Teacher also acknowledges and agrees that Learnology may discontinue or alter any such features, functions or other benefits as Learnology sees fit from time to time.

3.              Third Party Applications

The Teacher acknowledges and agrees that the Verso Application may interact with Third Party Applications or require Third Party Applications or Third Party Providers to be used to provide particular features or functionality.   Where such Third Party Applications or Third Party Providers are used, the Teacher acknowledges and agrees that:

(a)             Learnology makes no representations or warranties relating to the Third Party Providers or the Third Party Applications;

(b)             any Third Party Providers and Learnology are not partners, joint venturers, representatives or agents of each other;

(c)             the inclusion of any link to or integration with any Third Party Application does not constitute or imply any affiliation with, or sponsorship, endorsement or approval by Learnology of the Third Party Provider or Third Party Application;

(d)             the Teacher agrees to and must abide by, and must ensure that each Student agrees to and abides by, any obligations imposed upon it by such Third Party Provider;

(e)             access to Third Party Applications is at the Teacher’s risk and Learnology will in no way be responsible for any Loss that may result from the Teacher’s use of any Third Party Application, notwithstanding that any such Third Party Application may interface or interact with the Verso Application;

(f)             the Third Party Providers may have practices, terms and policies, including those relating to privacy or data security, that are different from those of Learnology. Learnology is not responsible for these practices, terms and policies and specifically disclaims any liability for any of them;

(g)             Learnology makes no representations or warranties regarding the Third Party Applications or the Third Party Providers. Without limiting the above, Learnology does not make any representations or warranties regarding the availability or timing of any interface or interaction between the Verso Application and any Third Party Applications or the availability of any Class Content or User Data stored using Third Party Applications;

(h)             the Teacher will maintain a direct, independent contractual relationship with all Third Party Providers in relation to the Teacher’s access to or use of the Third Party Applications; and

(i)              Learnology is not responsible for and has no obligation to provide the Teacher with any assistance or support in relation to the functioning or operation of the Third Party Applications.

4.              Class Passwords

The Teacher may be provided with Class Passwords in order for Students of the Teacher to be able to access a class created by or on behalf of the Teacher using the Verso Application. The Teacher must:

(a)             only provide Class Passwords to students of the Teacher who are members of the relevant class;

(b)             ensure that each Class Password is securely maintained; and

(c)             comply with any policies, guidelines or other requirements issued by Learnology from time to time in any way relating to Class Passwords.

Learnology reserves the right at any time and from time to time to change and/or revoke Class Passwords.

5.              Privacy policy

Learnology will collect, handle and store information (including Class Content and User Data) in accordance with the Learnology privacy policy, a copy of which is available here or by requesting a copy from Learnology.

6.              Teacher responsibilities and obligations

6.1           Teacher responsibilities

The Teacher will be responsible for:

(a)             uploading all Class Content to the Verso Application;

(b)             the day to day use of the Verso Application;

(c)             obtaining all consents, permits or approvals necessary for the Teacher to upload the Class Content to the Verso Application, store the Class Content on the Learnology Infrastructure (where applicable) and otherwise use the Verso Application;

(d)             obtaining all consents, permits or approvals necessary for Students to use the Verso Application, upload User Data to the Verso Application, store the User Data on the Learnology Infrastructure (where applicable) and otherwise use the Verso Application;

(e)             ensuring that the use of the Verso Application by the Teacher and each of its Students and the uploading and storage of the Class Content and User Data complies with all applicable laws, regulations or codes of conduct (including any policies or codes of conduct of the relevant school or other educational institution) and does not infringe the Intellectual Property or other rights of any person; and

(f)             monitoring the use of the Verso Application by Students and ensuring no Unacceptable Content is uploaded to the Verso Application, accessible via the Verso Application or stored in the Learnology Infrastructure.

6.2           Teacher obligations

The Teacher must:

(a)             access and use the Verso Application only for educational purposes in accordance with these terms of use and any Verso Licence Agreement;

(b)             only use and copy the Documentation to the extent necessary to use the Verso Application;

(c)             ensure its access to and use of the Verso Application complies at all times with all applicable Verso Policies;

(d)             not use the Verso Application in any way or for any purpose other than as permitted by these terms of use and any Verso Licence Agreement;

(e)             not permit any person other than Students of the Teacher to use the Verso Application and ensure that those Students, in using the Verso Application, comply with these terms of use as if they were the Teacher;

(f)             not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Verso Application;

(g)             not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the Verso Application;

(h)             not distribute any part of the Verso Application for commercial purposes or otherwise sub-licence or resell the Verso Application;

(i)              not create derivative works from all or any part of the Verso Application;

(j)              not transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Verso Application or any compilation derived from the Verso Application; and

(k)             not make any part of the Verso Application publicly available.

7.              Documentation

The Teacher must use only the most recent version of the Documentation provided by Learnology, and must follow Learnology’s instructions concerning the return or destruction of any superseded versions of the Documentation.

8.              Purchase of Credits

8.1           Credits

Learnology may provide a free trial of the Verso Application (including a trial for such number of Flips as determined by Learnology from time to time). Following any such free trial, the Teacher will be required to Purchase one Credit for each Flip undertaken by the Teacher using the Verso Application. All Credits purchased by the Teacher can be used at anytime during the Credit Period (subject to clause 8.2).

8.2           Expiry or cancellation of Credits

On the expiry of the Credit Period for Credits purchased or otherwise acquired by the Teacher, the Credits will expire and will no longer be able to be used by the Teacher. The Teacher acknowledges that Learnology will not be required to provide refunds for Credits which have not been used by the Teacher before the end of the Credit Period and therefore expire. If Learnology’s provision of the Verso Application Services is terminated by the Teacher pursuant to clause 11.1 or by Learnology pursuant to clause 11.2, the Teacher acknowledges and agrees that all unused Credits purchased or otherwise acquired by the Teacher will be cancelled effective immediately on termination and Learnology will not have any obligations to provide any refunds to the Teacher in respect of cancelled Credits.

8.3           Payment Facility

If the Teacher wishes to purchase Credits it must do so using a Payment Facility accepted by Learnology at the time of the purchase.

8.4           Increases to Credit Purchase Price

Learnology may increase the Credit Purchase Price at any time in its sole discretion, provided that the increased Credit Purchase Price will only apply to purchases of Credits completed after Learnology placed details of the increased Credit Purchase Price on its website or in the payment sections of the Verso Application.

9.              Term

Learnology’s provision of the Verso Application Services commences on the Commencement Date and will continue until terminated in accordance with clause 11.

10.           Unacceptable Content

10.1         Learnology can notify Teacher 

If Learnology reasonably believes that any Unacceptable Content has been uploaded into the Verso Application, is accessible using the Verso Application or is being stored on the Learnology Infrastructure, Learnology may request the Teacher disable access to the Unacceptable Content.

10.2         Learnology can take action

Learnology will have the right (but not the obligation) to remove Unacceptable Content from the Verso Application or Learnology Infrastructure or disable access to Unacceptable Content where the Teacher has not complied with a Learnology request under clause 10.1 within two days of the date of the request.

10.3         No obligation to monitor

Nothing in these terms of use imposes obligations on Learnology to monitor the Verso Application for Unacceptable Content or otherwise monitor or screen User Data for Unacceptable Content and the Teacher acknowledges and agrees that it is responsible for doing so.

11.           Termination

11.1         Termination without cause

Either party may terminate Learnology’s provision of the Verso Application Services at any time and without cause by providing the other party with no less than 30 days written notice of termination.

11.2         Termination with cause

Without limiting clause 11.1, Learnology may, by written notice to the Teacher, terminate Learnology’s provision of the Verso Application Services with immediate effect if:

(a)             the Teacher fails to comply with any written notice issued by Learnology requiring the Teacher to remedy a breach, non-observance or non-performance of the Teacher’s obligations under these terms of use or any Verso Policy within seven business days of receiving that notice from Learnology;

(b)             the Teacher commits a breach of these terms of use or any Verso Policy which Learnology considers is incapable of remedy;

(c)             any Verso Licence Agreement between the Teacher and Learnology is terminated;

(d)             the Teacher uses the Verso Application in any way which Learnology considers may damage the reputation, brand or goodwill of Learnology or the Verso Application;

(e)             the Teacher ceases to be an active user of the Verso Application. For the purposes of this clause, a Teacher will cease to be an active user of the Verso Application if they have not, during any 6 month period, accessed the Verso Application and created a Flip or class, assigned a Flip or responded or commented on Class Content.

12.           Consequences of termination

Upon termination of Learnology’s provision of the Verso Application Services:

(a)             the Teacher must immediately:

(i)              cease using the Verso Application; and

(ii)             return to Learnology any Documentation in the Teacher’s possession or control; and

(b)             Learnology ceases to have any obligations under these terms of use with respect to the provision of Verso Application Services and may disconnect the Teacher’s access to the Verso Application, disable all Class Passwords and delete any User Data or Class Content stored on the Learnology Infrastructure.

13.           Confidentiality

13.1         Confidentiality obligations

Where a party (Recipient) receives Confidential Information from the other party under these terms of use or otherwise in connection with the Verso Application Services, the Recipient must:

(a)             keep the Confidential Information confidential;

(b)             subject to clause 13.2, not use, disclose or reproduce the Confidential Information for any purpose other than the purposes of these terms of use (or in the case of Learnology, the provision of the Verso Application Services); and

(c)             establish and maintain effective security measures to safeguard the Confidential Information from unauthorised access, use, copying or disclosure.

13.2         Permitted disclosure

Notwithstanding clause 13.1, the Recipient may use or disclose Confidential Information to the extent necessary to:

(a)             comply with any law, binding directive of a regulator or a court order;

(b)             comply with the listing rules of any stock exchange on which its securities are listed; or

(c)             obtain professional advice in relation to matters arising under or in connection with these terms of use.

13.3         Promotion and marketing

The Teacher agrees that, for the purposes of promoting and marketing Learnology and the Verso Application, Learnology is entitled to notify others of Learnology’s relationship with the Teacher and Learnology’s provision of the Verso Application Services to the Teacher.

14.           Intellectual Property

14.1         Learnology’s Intellectual Property

The Teacher acknowledges that nothing in these terms of use grants the Teacher any ownership of or rights in respect of the Intellectual Property in the Verso Application or any Documentation, any Intellectual Property in any materials created as a result of the performance of the Verso Application Services or any Intellectual Property in any Improvements to the Verso Application or Documentation created in connection with these terms of use or the provision of the Verso Application Services. Any Intellectual Property in respect of the Verso Application or Documentation which is created by or vests in the Teacher during the Term is assigned to Learnology immediately upon the Intellectual Property being created or vesting in the Teacher and the Teacher agrees to do all things and execute all documents as is reasonably necessary to effect such assignment.

14.2         Teacher Intellectual Property

Learnology acknowledges that the Teacher will retain ownership of its Intellectual Property in respect of the Class Content and the User Data. The Teacher grants Learnology a non-exclusive, irrevocable licence to reproduce and otherwise exploit Class Content and the User Data for the purposes of providing the Verso Application Services to the Teacher or for any purposes which Learnology considers are ancillary to its provision of the Verso Application Services or are otherwise necessary for the proper operation of the Verso Application.

14.3         Trade marks

Nothing in these terms of use grants the Teacher any ownership of or rights to use the trade marks of Learnology and the Teacher must not adopt, register or attempt to register or use any trade marks which are identical or deceptively similar to the trade marks owned by Learnology.

15.           Security of Verso Application

15.1         Learnology’s obligations

Learnology will take all reasonable steps to ensure the security and safety of the Class Content, User Data and other information stored on the Learnology Infrastructure, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies.

15.2         Learnology’s liability

Provided Learnology complies with its obligations under clause 15.1, Learnology will not be liable for any Loss suffered by the Teacher or any Student which arises out of or in connection with:

(a)             any computer viruses being transferred by or obtained as a result of the use of the Verso Application;

(b)             any hacking into or other similar attacks on the Verso Application or the Learnology Infrastructure; or

(c)             any other data security issues in respect of the Verso Application or the Learnology Infrastructure.

 

16.           Back ups

The Teacher acknowledges that Learnology does not provide back up or other similar services in respect of the Class Content or the User Data and the Teacher is responsible for implementing its own back up and data retrieval procedures in respect of the Class Content and User Data.

17.           Subcontractors

The Teacher agrees and acknowledges that Learnology may subcontract the performance of any of its obligations or the exercise of any of its rights under these terms of use (including obligations to provide the Verso Application Services) to any sub-contractor without the Teacher’s consent and on such terms and conditions as Learnology deems fit from time to time.

18.           Consumer guarantees

18.1         Australian Consumer Law

The Australian Consumer Law (ACL) may confer certain consumer guarantees in relation to the Verso Application or the performance of Learnology’s obligations under these terms of use if the Teacher acquires goods or services from Learnology as a ‘consumer’ within the definition of section 3 of the ACL.

18.2         Limitation of liability

If the Teacher makes a claim against Learnology in respect of a breach or alleged breach by Learnology of the consumer guarantee provisions of the ACL and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic and household use, then to the extent permitted by law, Learnology’s liability to the Teacher for such a breach or alleged breach of the consumer guarantee will be limited, at the election and discretion of Learnology, to:

(a)             if the breach relates to goods:

(i)              the replacement of the goods or the supply of the equivalent goods;

(ii)             the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(b)             if the breach relates to services:

(i)              the supply of the services; or

(ii)             the payment of the cost of having the services supplied again.

19.           Warranties

19.1         Warranties excluded

Subject to clause 18:

(a)             Learnology does not warrant or guarantee that:

(i)              the Verso Application will be compatible with, or capable of being used on or in connection with any particular devices owned or controlled by the Teacher or any Students;

(ii)              the Teacher’s access to the Verso Application will be uninterrupted or error free; or

(iii)            the Verso Application will be accurate, reliable or fit for any particular purpose; and

(b)             all express or implied warranties in relation to the Verso Application are excluded by Learnology.

19.2         Teacher’s warranty

The Teacher acknowledges and warrants that:

(a)             it has relied on its own skill and judgment in the selection of the Verso Application; and

(b)             it has satisfied itself that the Verso Application is fit for all the purposes which the Teacher requires it for.

20.           Limitation of liability

20.1         Liability capped

Subject to clause 18, any liability of Learnology for any Loss, however caused (including by the negligence of Learnology), suffered by the Teacher in connection with these terms of use, the provision of the Verso Application Services or the Teacher’s access to or use of the Verso Application is limited to:

(a)             the total amount paid by the Teacher to Learnology for Credits purchased by the Teacher; or

(b)             if the Teacher has not purchased any Credits, the amount of AUD $100.

The limitation set out in this clause 20.1 is an aggregate limit for all claims or Loss, whenever made.

20.2         Commencement of claims

Any claim by the Teacher against Learnology for Loss however caused (including by the negligence of Learnology) suffered by the Teacher in connection with these terms of use, the provision of the Verso Application Services or the Teacher’s access to or use of the Verso Application must be made within one year of the Teacher first becoming entitled to make the claim and any claim not made within this period is absolutely barred.

20.3         Consequential Loss

Learnology is not liable for any Consequential Loss (however caused) suffered or incurred by the Teacher in connection with these terms of use, the provision of the Verso Application Services or the Teacher’s access to or use of the Verso Application. This clause applies even if Learnology knew or ought to have known that the relevant Consequential Loss would be suffered.

21.           Indemnity

The Teacher must indemnify and keep Learnology indemnified against any Loss which arises directly or indirectly out of:

(a)             any breach of these terms of use by the Teacher including any breach in respect of which Learnology exercises a right to terminate;

(b)             any Unacceptable Content being uploaded into the Verso Application, stored on the Learnology Infrastructure or accessible using the Verso Application;

(c)             the use of the Verso Application by the Teacher or any Students not comply with any laws of any applicable jurisdiction or any policies or codes of conduct of the relevant school or other educational institution; or

(d)             any negligent or unlawful acts of the Teacher;

except to the extent the relevant Loss arises as a direct result of any breach of these terms of use by Learnology or any negligent or unlawful act of Learnology or any of its personnel.

22.           Taxes

Unless expressly stated otherwise, all fees and other amounts payable by the Teacher under or in connection with these terms of use (including any amount of the Credit Purchase Price) have been calculated without regard to any Indirect Tax.  Notwithstanding anything to the contrary in these terms of use, if Indirect Tax is imposed upon or is payable by Learnology under or in connection with these terms of use, the Teacher must pay to Learnology an amount equal to the Indirect Tax upon demand by Learnology.

23.           General provisions

23.1         Governing law

These terms of use will be governed by and construed exclusively under the laws of the State of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the Federal Court of Australia.

23.2         International conventions

The United Nations Convention on the International Sale of Goods (the Vienna Convention) will not apply to these terms of use or the subject matter hereof.

23.3         Assignment

The Teacher may not assign or otherwise deal with any of its rights or obligations under these terms of use without the prior written consent of Learnology.  Learnology may assign, novate or otherwise deal with its rights under these terms of use at any time effective immediately upon Learnology notifying the Teacher of the assignment or novation.

23.4         Entire agreement

These terms of use and any Verso Licence Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

23.5         Force Majeure

If a party is prevented, hindered or delayed from performing its obligations under these terms of use (other than an obligation to pay money) by a Force Majeure Event, then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly. If a party is affected by a Force Majeure Event it will immediately give the other party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.

23.6         Waiver and variation

Learnology may vary these terms of use at any time by providing notice of the variation to the Teacher. Except as provided above, these terms of use will not be varied except by a document in writing signed by the parties. No failure to exercise or delay in exercising any right given by or under these terms of use to a party constitutes a waiver and the party may still exercise that right in the future.

23.7         Liability of parties

If a party consists of more than one person:

(a)             an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;

(b)             a right given to those parties is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and

(c)             a representation, warranty or undertaking made by those parties Is made by each of them.

23.8         Notices

Any notice, consent, approval, waiver or other communication in connection with these terms of use may be given by a party by electronic communication to any email address provided by the other party. Such messages will be deemed to be received one hour after the electronic communication is recorded as being sent by the device from which the sender sent that electronic communication, unless the sender knows or could reasonably be expected to know that an electronic communication system has failed and as a result, the electronic communication was not received.

23.9         Severability

If any provision of these terms of use is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these terms of use or affecting the validity or enforceability of that provision in any other jurisdiction.

 

 

STUDENT TERMS

Learnology provides the Verso Application, which is an online application that assists Students and Teachers to share videos, information and other similar educational content online and interact with each other regarding such content.

Students may use the Verso Application by downloading the Verso Application or by accessing a web browser version of the Verso Application and registering to use the Verso Application as a student.

This document sets out the terms of use which apply where a person registers to use the Verso Application as a Student.

By clicking the ‘I accept’ button or otherwise confirming acceptance of these terms of use, the Student agrees that it has read, understood and will be bound by these terms of use.

If the Student has downloaded a copy of the Verso Application, the Verso Licence Agreement will also apply to the Student’s access to and use of the Verso Application.

The Student acknowledges and understands that if the school, educational institution or other similar body at which they are enrolled or which otherwise supervises the Student uses the application known as Verso Campus’, then that school, educational institution or other similar body will be able to monitor the Student’s use of the Verso Application and Learnology will disclose information regarding the Student’s use of the Verso Application to such school, educational institution or other similar body. By agreeing to these terms or use, the Student consents to Learnology disclosing or otherwise making such information available to the school, educational institution or other similar body that uses the Verso Campus application.

1.              Definitions and interpretation

1.1           Definitions 

In these terms of use, unless the context otherwise requires:

(a)             Class Content means any Content a Teacher makes available to the Student on or via the Verso Application (including Content accessed from Third Party Providers using the Verso Application).

(b)             Class Password means any password or other means of authentication which the Student is required to enter in order to be able to access Class Content.

(c)             Consequential Loss means Loss beyond the normal measure of damages and includes indirect Loss, Loss of revenue, Loss of reputation, Loss of profits, Loss of actual or anticipated savings, Loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, Loss of use, cost of capital or costs of substitute goods, facilities or services.

(d)             Content includes audio content, audio visual content, information, data, pictures, text, graphics, multi media presentations, fonts, layouts and hyperlinks.

(e)             Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war (declared or undeclared) civil commotion, military action, or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake or other natural calamity or an ongoing internet or telecommunications outage or impairment.

(f)             Improvement means any modification, alteration, development, new use or other change to the Verso Application which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.

(g)             Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above.

(h)             Learnology means Learnology Pty Ltd ACN 136 050 096 of Level 1, 139 Nelson Place, Williamstown, Victoria 3016.

(i)              Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.

(j)              Students means any person who registers to use the Verso Application as a student.

(k)             Teacher means each person who registers to use the Verso Application as a Teacher and who provides a Class Password to the Student.

(l)              Third Party Application means any product, service, system, application or internet site that is integrated or interfaced with the Verso Application or otherwise interacts with the Verso Application that is owned or operated by a Third Party Provider.

(m)           Third Party Provider means any third party that provides technology and/or other products or services that are used by the Student or a Teacher in connection with the Verso Application.

(n)             Unacceptable Content means any content which is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the intellectual property rights of any person or contravenes or appears to contravene any applicable laws, regulations or codes of conduct (including any codes or conduct or policies of the relevant school or other educational institution).

(o)             User Data means all information or communications (whether relating to the Student or the Teacher or otherwise) uploaded to the Verso Application by or on behalf of the Student or any Teacher.

(p)             Verso Application the online educational application made available by Learnology from time to time.

(q)             Verso Licence Agreement means any agreement between Learnology and the Student under which the Student is granted a licence of the Verso Application.

(r)              Verso Policies means the then current policies of Learnology regarding the use of the Verso Application, as Learnology may notify the Student of from time to time.

1.2           Interpretation

In these terms of use, headings are inserted for convenience only and do not affect the interpretation of these terms of use and, unless the context otherwise requires:

(a)             the singular includes the plural and vice versa;

(b)             if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(c)             the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similarexpressions; and

(d)             a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority or agency.

2.              Verso Application

2.1           Access to Verso Application

Where a Teacher has provided the Student with a Class Password and the Student has successfully registered to use the Verso Application, Learnology may provide the Student with access to and use of the Verso Application.

2.2           Updates and support services

The Student acknowledges and agrees that nothing in these terms of use imposes obligations on Learnology to develop, release or install for the Student any updates, upgrades, patches, bug fixes, new releases or new versions in respect of the Verso Application (Updates), provided however that if Learnology does develop or release any Updates, it may require that all such Updates be used by the Student. The Student also acknowledges and agrees that nothing in these terms of use imposes obligations on Learnology to provide any services to the Student in respect of the Verso Application including (without limitation) development or customisation services, technical support, training or maintenance services.

2.3           Learnology retains discretion

The Student acknowledges and agrees that Learnology retains the sole discretion regarding the features, functions and other benefits of the Verso Application and nothing in these terms of use requires Learnology to provide or maintain any features, functions or other benefits in respect of the Verso Application. The Student also acknowledges and agrees that Learnology may discontinue or alter any such features, functions or other benefits as Learnology sees fit from time to time.

3.              Third Party Applications

The Student acknowledges and agrees that the Verso Application may interact with Third Party Applications or require Third Party Applications or Third Party Providers to be used to provide particular features or functionality.   Where such Third Party Applications or Third Party Providers are used, the Student acknowledges and agrees that:

(a)             Learnology makes no representations or warranties relating to the Third Party Providers or the Third Party Applications;

(b)             any Third Party Providers and Learnology are not partners, joint venturers, representatives or agents of each other;

(c)             the inclusion of any link to or integration with any Third Party Application does not constitute or imply any affiliation with, or sponsorship, endorsement or approval by Learnology of the Third Party Provider or Third Party Application;

(d)             the Student agrees to and must abide by any obligations imposed upon it by such Third Party Provider;

(e)             access to Third Party Applications is at the Student’s risk and Learnology will in no way be responsible for any Loss that may result from the Student’s use of any Third Party Application, notwithstanding that any such Third Party Application may interface or interact with the Verso Application;

(f)             the Third Party Providers may have practices, terms and policies, including those relating to privacy or data security, that are different from those of Learnology. Learnology is not responsible for these practices, terms and policies and specifically disclaims any liability for any of them;

(g)             Learnology makes no representations or warranties regarding the Third Party Applications or the Third Party Providers. Without limiting the above, Learnology does not make any representations or warranties regarding the availability or timing of any interface or interaction between the Verso Application and any Third Party Applications or the availability of any Class Content or User Data stored using Third Party Applications;

(h)             the Student will maintain a direct, independent contractual relationship with all Third Party Providers in relation to the Student’s access to or use of the Third Party Applications; and

(i)              Learnology is not responsible for and has no obligation to provide the Student with any assistance or support in relation to the functioning or operation of the Third Party Applications.

4.              Class Passwords

The Student may be provided with a Class Password by a Teacher in order for the Student to be able to access a class created by or on behalf of the Teacher using the Verso Application. The Student must keep the Class Password confidential and not disclose the Class Password to any other person (including any person who is not a member of the relevant class). Learnology reserves the right at any time and from time to time to change and/or revoke Class Passwords.

5.              Privacy policy

Learnology will collect, handle and store information (including Class Content and User Data) in accordance with the Learnology privacy policy, a copy of which is available here or by requesting a copy from Learnology.

6.              Student responsibilities

The Student must:

(a)             access and use the Verso Application only for educational purposes in accordance with these terms of use and any Verso Licence Agreement;

(b)             ensure its access to and use of the Verso Application complies at all times with all applicable Verso Policies;

(c)             not upload or post any Unacceptable Content to the Verso Application or otherwise make Unacceptable Content accessible via the Verso Application;

(d)             not use the Verso Application in any way or for any purpose other than as contemplated by these terms of use;

(e)             not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Verso Application;

(f)             not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the Verso Application;

(g)             not distribute any part of the Verso Application for commercial purposes or otherwise sub-licence or resell the Verso Application;

(h)             not create derivative works from all or any part of the Verso Application;

(i)              not transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Verso Application or any compilation derived from the Verso Application; and

(j)              not make any part of the Verso Application publicly available.

7.              Suspension or termination of access to Verso Application

7.1           Learnology may suspend or terminate access

Learnology reserves the right to at any time (and without any obligation to provide prior notice to the Student) suspend or terminate the Student’s access to the Verso Application or any part of the Verso Application.

7.2           Teacher ceasing to have active account

Without limiting clause 7.1 of these terms of use, the Student acknowledges and agrees that if a Teacher of the Student ceases to have an active account with Learnology, the Student will no longer have access to Class Content or other Content made available on or via the Verso Application by that Teacher.

7.3           Termination with cause

Without limiting clause 7.1 of these terms of use, Learnology may, by notice to the Student, terminate the Student’s access to or use of the Verso Application with immediate effect if:

(a)             the Student fails to comply with any written notice issued by Learnology requiring the Student to remedy a breach, non-observance or non-performance of the Student’s obligations under these terms of use or any Verso Policy within seven business days of receiving that notice fromLearnology;

(b)             the Student commits a breach of these terms of use or any Verso Policy which Learnology considers is incapable of remedy; or

(c)             the Student uses the Verso Application in any way which Learnology considers may damage the reputation, brand or goodwill of Learnology or the Verso Application.

7.4           Consequences of termination                                                                                                

Upon termination of the Student’s access to or use of the Verso Application:

(a)             the Student must immediately cease using the Verso Application; and

(b)             Learnology ceases to have any obligations under these terms of use with respect to providing the Student’s with access to or use of the Verso Application and may disconnect the Students access to the Verso Application.

8.              Intellectual Property

8.1           Learnology’s Intellectual Property

The Student acknowledges that nothing in these terms of use grants the Student any ownership of or rights in respect of the Intellectual Property in the Verso Application or any Intellectual Property in any Improvements to the Verso Application created in connection with these terms of use or the Student’s access to or use of the Verso Application. Any Intellectual Property in respect of the Verso Application (including any Intellectual Property in any Improvements to the Verso Application) which is created by or vests in the Student is assigned to Learnology immediately upon the Intellectual Property being created or vesting in the Student and the Student agrees to do all things and execute all documents as is reasonably necessary to effect such assignment.

8.2           Student Intellectual Property

Learnology acknowledges that the Student will retain ownership of any Intellectual Property the Student may have in respect of the Class Content and the User Data. The Student grants Learnology a non-exclusive, irrevocable licence to reproduce and otherwise exploit any Intellectual Property the Student may have in respect of the Class Content and the User Data for the purposes of providing the Student with access to or use of the Verso Application or for any purposes which Learnology considers are ancillary to Learnology providing the Student with access to or use of the Verso Application or are otherwise necessary for the proper operation of the Verso Application.

8.3           Trade marks

Nothing in these terms of use grants the Student any ownership of or rights to use the trade marks of Learnology and the Student must not adopt, register or attempt to register or use any trade marks which are identical or deceptively similar to the trade marks owned by Learnology.

9.              Security of Verso Application

9.1           Learnology’s obligations

Learnology will take all reasonable steps to ensure the security and safety of the Class Content, User Data and other information stored using the Verso Applicatio

n, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies.

9.2           Learnology’s liability

Provided Learnology complies with its obligations under clause 9.1, Learnology will not be liable for any Loss suffered by the Student which arises out of or in connection with:

(a)             any computer viruses being transferred by or obtained as a result of the use of the Verso Application;

(b)             any hacking into or other similar attacks on the Verso Application; or

(c)             any other data security issues in respect of the Verso Application.

10.           Consumer guarantees

10.1         Australian Consumer Law

The Australian Consumer Law (ACL) may confer certain consumer guarantees in relation to the Verso Application or the performance of Learnology’s obligations under these terms of use if the Student acquires goods or services from Learnology as a ‘consumer’ within the definition of section 3 of the ACL.

10.2         Limitation of liability

If the Student makes a claim against Learnology regarding a breach or alleged breach by Learnology of the consumer guarantee provisions of the ACL and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic and household use, then to the extent permitted by law, Learnology’s liability to the Student for such a breach or alleged breach of the consumer guarantee will be limited, at the election and discretion of Learnology, to:

(a)             if the breach relates to goods:

(i)              the replacement of the goods or the supply of the equivalent goods;

(ii)             the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(b)             if the breach relates to services:

(i)              the supply of the services; or

(ii)             the payment of the cost of having the services supplied again.

11.           Warranties

11.1         Warranties excluded

Learnology does not warrant or guarantee that:

(a)             the Verso Application will be compatible with, or capable of being used on or in connection with any particular devices owned or controlled by the Student;

(b)             the Student’s access to the Verso Application will be uninterrupted or error free; or

(c)             the Verso Application will be accurate, reliable or fit for any particular purpose.

All express or implied warranties in relation to the Verso Application are expressly excluded.

12.           Limitation of liability

12.1         Liability capped

Subject to clause 10, any liability of Learnology for any Loss, however caused (including by the negligence of Learnology), suffered by the Student in connection with these terms of use or the Student’s access to or use of the Verso Application is limited to the amount of AUD $100. The limitation set out in this clause 12.1 is an aggregate limit for all claims or Loss, whenever made.

12.2         Commencement of claims

Any claim by the Student against Learnology for Loss however caused (including by the negligence of Learnology) suffered by the Student in connection with these terms of use or the Student’s access to or use of the Verso Application must be made within one year of the Student first becoming entitled to make the claim and any claim not made within this period is absolutely barred.

12.3         Consequential Loss

Learnology is not liable for any Consequential Loss (however caused) suffered or incurred by the Student in connection with these terms of use or the Student’s access to or use of the Verso Application. This clause applies even if Learnology knew or ought to have known that the relevant Consequential Loss would be suffered.

13.           General provisions

13.1         Governing law

These terms of use will be governed by and construed exclusively under the laws of the State of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the Federal Court of Australia.

13.2         International conventions

The United Nations Convention on the International Sale of Goods (the Vienna Convention) will not apply to these terms of use or the subject matter hereof.

13.3         Assignment

The Student may not assign or otherwise deal with any of its rights or obligations under these terms of use without the prior written consent of Learnology.  Learnology may assign, novate or otherwise deal with its rights under these terms of use at any time effective immediately upon Learnology notifying the Student of the assignment or novation.

13.4         Entire agreement

These terms of use and any Verso Licence Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

13.5         Waiver and variation

Learnology may vary these terms of use at any time by providing notice of the variation to the Student. Except as provided above, these terms of use will not be varied except by a document in writing signed by the parties. No failure to exercise or delay in exercising any right given by or under these terms of use to a party constitutes a waiver and the party may still exercise that right in the future.

13.6         Liability of parties

If a party consists of more than one person:

(a)             an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;

(b)             a right given to those parties is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and

(c)             a representation, warranty or undertaking made by those parties Is made by each of them.

13.7         Force Majeure

If a party is prevented, hindered or delayed from performing its obligations under this agreement by a Force Majeure Event, then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly. If a party is affected by a Force Majeure Event it will immediately give the other party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.

13.8         Notices

Any notice, consent, approval, waiver or other communication in connection with these terms of use may be given by a party by electronic communication to an email address provided by the other party. Such messages will be deemed to be received one hour after the electronic communication is recorded as being sent by the device from which the sender sent that electronic communication, unless the sender knows or could reasonably be expected to know that an electronic communication system has failed and as a result, the electronic communication was not received.

13.9         Severability

If any provision of these terms of use is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these terms of use or affecting the validity or enforceability of that provision in any other jurisdiction.

 

 

PRIVACY POLICY

VERSO

Learnology Pty Ltd  (collectively, ‘Verso’, we’ or ‘our’)  provides the Verso Application, which is an online application that assists students and teachers to share videos, information and other similar educational content online and interact with each other regarding such content (as well as other products and services).

PRIVACY

Verso understands the importance of protecting an individual’s right to privacy.  This privacy policy sets out how we aim to protect the privacy of your personal information, the way we collect, use and disclose your personal information and your rights in relation to your personal information collected by us.

COLLECTION OF INFORMATION FROM STUDENTS

Use of the Verso application or our other products or services by students may require us to collect personal information from the student.

If a student is aged under 13 years, we will only collect personal information from that student where a relevant teacher of the student has undertaken to us to obtain a consent from a parent or guardian of the student for that student to use the Verso application or our other products and services and disclose personal information to us. Teachers should only provide class passwords (which enable students to access the Verso application) to students aged under 13 years where such a consent has been obtained in relation to that student.

If you are a student aged under 13 years, please do not provide personal information to us or otherwise use the Verso application or our other products or services unless such a consent has been provided by your parent or guardian. If you are unsure, speak with your parent or guardian.

Information we collect

Personal information generally refers to information that identifies an individual or from which an individual’s identity can reasonably be ascertained.

When you use our applications, our website or our other products or services, we may collect personal information from you. The main ways we will collect personal information from you will be:

·       where you provide personal information to us. For example, if you register to use the Verso applications or our other products or services we may ask you for personal information such as your name, email address, postal/zip code and the school you attend or teach at; and

·       where we collect personal information about you as an incidence of you using the Verso applications or our other products or services, for example information regarding the content you upload to the Verso applications or information regarding the comments or other material you post using the Verso applications.

If you purchase credits for the Verso applications or other products or services from us you may be required to provide payment information, such as credit card details, debit card details, payment gateway details or other similar payment details. This information will be collected by our third party payment services provider and will not be collected, stored or used by us

HOW WE USE YOUR PERSONAL INFORMATION

We collect and may use your personal information for the purposes of providing you with access to and use of the Verso applications or our other products and services and for any necessary related purposes. These related purposes include:

·       accounting, billing and other internal administrative purposes;

·       facilitating our internal business operations;

·       identifying and informing you of products and services that may be of interest to you;

·       responding to queries and feedback you submit to us;

·       planning, research, product development and customisation; and

·       any legal requirements which we must comply with.

You are under no obligation to provide your personal information to us.  However, without certain personal information from you, we may not be able to provide you with access to or use of the Verso applications or our other products or services.

HOW WE DISCLOSE YOUR PERSONAL INFORMATION

We may disclose your personal information to third parties for the purpose for which we collect it (for example to provide you with access to the Verso applications or our other products or services ) or for other purposes where you have consented to the disclosure.

We may disclose your personal information to service providers or other partners we appoint to assist us in providing you with access to and use the Verso applications or our other products or services. Any such disclosures will be made on a confidential basis and will require the service provider or other partner to comply with appropriate privacy obligations.

We may also disclose your personal information to a law enforcement agency, government authority, the school that you teach at or attend or another similar body where we reasonably believe such disclosure is necessary to:

·       comply with any applicable and enforceable law, regulation, governmental or law enforcement request;

·       detect, prevent, or otherwise address fraud, security or safety issues relating to the Verso applications or our other products or services; or

·       protect against harm or potential harm to us, our users or any other persons.

Personal information we collect from you may be stored or hosted by third party data hosting providers appointed by us. As a result, we may disclose your personal information to data hosting or other similar service providers located in the United States of America, Australia or the United Kingdom.

SECURITY OF YOUR PERSONAL INFORMATION

We take all reasonable steps to ensure that the personal information we hold is protected against misuse, loss, unauthorised access, modification or disclosure.  We will hold personal information in both hard copy and electronic forms in secure databases on secure premises, accessible only by our authorised staff.

CAN YOU ACCESS THE PERSONAL INFORMATION THAT WE HOLD ABOUT YOU?

You have a right to access your personal information that is collected and held by us.  If at any time you would like to access or change the personal information we hold about you, or you would like more information on our approach to privacy, please let us know.

To obtain access to your personal information, we may request that you provide us with proof of your identity.  This is necessary to ensure that personal information is provided only to the correct individuals and that the privacy of others is protected.

We will take all reasonable steps to provide access to your personal information within 30 days from your request.  In less complex cases, we will attempt to provide information within 14 days.

If providing you with such access requires a detailed retrieval of your personal information, a fee may be charged for the cost of such retrieval and supply of information.

AMENDMENTS TO POLICY

Our policy may be updated from time to time.  We will ensure the current version of the policy is available on our websites and via the Verso applications.

Prior to making changes we will use reasonable means to provide notice to teachers/education institutions of any such variation by electronic communication to any email address provided. Such messages will be deemed to be received one hour after the electronic communication is recorded as being sent by the device from which we sent that electronic communication. Notified teachers/education institutions shall be required to notify their students who are using the software and or their parents / guardians.

In the event of a material change to this policy you will be presented with a copy of the new terms and be required to accept the new terms prior to accessing the software.

HOW TO CONTACT US

For further information or enquiries regarding your personal information, please contact our Privacy Compliance Manager privacy@versoapp.com

PRIVACY COMPLAINTS

Please direct all privacy complaints to our Privacy Compliance Manager.  At all times, privacy complaints:

¨      will be treated seriously;

¨      will be dealt with promptly; and

¨      will be dealt with in a confidential manner.

The Privacy Compliance Manager will commence an investigation into your complaint.  You will be informed of the outcome of your complaint following the completion of the investigation.