Coursebuilder® Software License Agreement

1. License Agreement

These terms are the legal agreement ("License") between you (the licensee company or individual) and Thinc Investments Pty Ltd. (ABN 55 120 346 545), ("Company") that govern your use of the Coursebuilder® Website (https://www.coursebuilder.com.au/) ("Website").

2. Commencement

This License commences upon your payment of the subscription fee and upon access being given to the https://www.coursebuilder.com.au/ Website. Provided that subject to compliance with any applicable law that can not be excluded, if you do not agree to these terms, you may discontinue use of the Website or cancel your subscription to the Website within 30 days of your payment and receive a full refund of all money paid subject to the Company. You must contact the Company using one of the methods set out below. For legal and security reasons, you may be required to put your request in writing. The Company reserves the right to deduct from this refund a reasonable amount for its administration costs.

3. Grant of License

Upon commencement of the License, Thinc Investments Pty Ltd. grants to you for the term specified in the purchase invoice:

1. a non-exclusive, non-transferable license to use the Website;
2. use of the Associated Materials; and
3. use of all training materials and other material related to the Website or Associated Materials including any documents, concepts, ideas and any other materials or information (whether written or oral) provided to you by Thinc Investments Pty Ltd.

4. Compliance with Forum and Associated Materials Rules

You agree to comply with the rules and other guidelines posted in the Forum and in the Member Resource Page applying to the Course Builder Forum and Associated Materials. Such rules may at the absolute discretion of Thinc Investments Pty Ltd. be amended from time to time without notice.

5. Intellectual Property

You agree and acknowledge that:

1. all intellectual property rights in the Website and Associated Materials remain the property of Thinc Investments Pty Ltd. and are protected by Australian Copyright Law and International Treaty provisions;
2. your access to the Website and Associated Materials and the granting of this License does not pass to you or to any third party any intellectual property rights or other ownership rights in the Website or Associated Materials.

6. Limitations on Use of Website and Associated Materials

You agree and acknowledge that you will:

1. not rent, lease, lend, sublicense, time-share, distribute, sell or assign this License, your access to the Website or the Associated Materials;
2. not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Website or the Associated Materials or otherwise attempt to discover the source code of the Website;
3. not do any act which infringes the copyright of the Website or the Associated Materials;
4. not conduct any promotional or marketing activity outside the terms of this License;
5. obtain no rights of ownership in any trademarks related to the Website or the Associated Materials.

7. Feedback on the Website, Associated Materials

Thinc Investments Pty Ltd. welcomes your suggestions for altering or enhancing the Website and Associated Materials. You agree that the intellectual property rights relating to any such suggestions become the sole intellectual property of Thinc Investments Pty Ltd., regardless of whether they are acted upon. You agree that you will not be entitled to any compensation for such suggestions (other than that offered at the absolute discretion of Thinc Investments Pty Ltd.)

8. Your Responsibilities to Obtain Technical Support

Thinc Investments Pty Ltd. agrees to provide you with reasonable technical support for the Website for the term of the License provided that;

1. you initially make use of the "Help" material associated with the Website, and Associated Materials;
2. If the "Help" material referred to in (a) is not adequate, then you may contact Thinc Investments Pty Ltd and we will try to resolve your Website problem with you via email; and
3. Where your Website problem cannot be resolved by email, a representative of Thinc Investments Pty Ltd. will telephone you at a mutually agreed time and try to sort out the problem directly with you;

Provided that while Thinc Investments Pty Ltd. will use its reasonable efforts to solve your Website problem, it gives no warranty or guarantee that it will be successful.

9. Consequential Damages

Thinc Investments Pty Ltd. and our agents or suppliers will not be liable to you for any indirect or consequential damages including loss of profits, revenue, data or use arising out of your use of the Website and Associated Materials or our provision of any services relating to the such, even if they knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.

10. Limitation of Liability

Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, Thinc Investments Pty Ltd. and our agents and supplier's liability to you in respect of any loss or damage (including consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of use of the Website and Associated Materials is in aggregate limited to an amount equal to the amount paid by you to Thinc Investments Pty Ltd., our agents or suppliers for such Website and Associated Materials.

11. Disclaimer of Warranty

You agree that the Website and Associated Materials are provided as is and that Thinc Investments Pty Ltd., its agents and suppliers:

1. do not warrant or guarantee in any way or manner the performance or results that you may obtain by using the Website and Associated Materials; and
2. make no warranty of any kind, express or implied, including without limitation, any warranties of merchantability and/or fitness for a particular purpose in regard to the Website and Associated Materials;
3. make no warranty of any kind, express or implied, including without limitation, in regard to any malfunction, interruption or unavailability of the website, its servers, software or any material provided by Thinc Investments Pty Ltd. or our agents;
4. do not warrant or guarantee in any way or manner the integrity of the data that you load onto our servers;

other than as specifically stated in this License or as prescribed by any applicable law which can not be excluded.

12. No Representations

You acknowledge that Thinc Investments Pty Ltd., its agents or suppliers have not made any warranty or representation, express or implied, in relation to the Website and Associated Materials, including whether they are suitable for any particular purpose (whether such purpose was made known to Thinc Investments Pty Ltd., its agents or suppliers or not).

13. No Implied Terms and Acts of God

To the fullest extent permitted by the law, you and Thinc Investments Pty Ltd. agree to exclude any terms which would otherwise be implied into this License by any statute and Thinc Investments Pty Ltd., its agents and suppliers assume no liability for delays or non-performance occasioned by causes beyond their control, including but not limited to acts of God, fires, inability to obtain materials or data, strikes or other labor actions, breakdown of equipment, delays or shutdowns of carriers or suppliers, and government acts or regulations.

14. Offensive Material

Thinc Investments Pty Ltd. reserves the right to refuse to handle any material which we consider offensive, illegal or in any way controversial and remove any course that contains such material.

15. Termination of Agreement

You agree and acknowledge that;

1. Thinc Investments Pty Ltd. may by written notice and at its absolute discretion immediately terminate this License, restrict access to the Website and remove your files;
2. Thinc Investments Pty Ltd. will pro rata refund your subscription fee; and
3. Thinc Investments Pty Ltd. will be entitled to retain from the pro rata refund referred to in (b) above , an amount for Thinc Investments Pty Ltd.'s reasonable administrative expenses.
4. Bonus or free software licensing periods will not be used in any pro rata calculations.

16. Arbitration

If you have any dispute or claim regarding this License, the Website and the Associated Materials or in regard to any related services against Thinc Investments Pty Ltd., its agents, suppliers, directors or officers, then you agree to submit to independent arbitration before taking court proceedings.

17. Governing Law

This License is to be construed and governed by the laws of New South Wales, Australia.

18. Delivery Policy

Coursebuilder® is an online software application delivered via the internet. Once your application and payment has been approved you will be provided with email confirmation detailing your username and password. This unique username and password will allow you to access the CourseBuilder application through a web browser such as Microsoft Internet Explorer or Mozilla Firefox.

19. Refund Policy

If you find that Coursebuilder® is unsuitable for its intended purpose, you may cancel your subscription to the Website within 30 days of your payment and receive a full refund of all money paid to T-bone Pty Ltd. T-bone Pty Ltd must receive your request within 30 days of your payment. For legal and security reasons, you may be required to put your request in writing. The Company reserves the right to deduct from this refund a reasonable amount for its administration costs.

20. How to contact Thinc Investments Pty Ltd.

If you have any questions in relation to this agreement, please contact us on +61 2 92598300 between 9.00am and 5.00pm, Monday to Friday. Please note that this number is not for general enquiries. Alternatively, you can write to us at Level 2, Suite 6, 235 Macquarie St, Sydney NSW 2000.