Terms & Conditions
Table of Contents
- Distribution Rights
- Data Protection
- Intellectual Property
- Disclaimer of Warranty
- Force Majeure
- Dispute Resolution
Licensor: ProLaunch Pty Ltd, ABN 625 623 083, a company registered with the Australian Securities and Investments Commission (ASIC).
Licensee: An individual or organisation that has obtained a license for Services in accordance with the terms of this agreement.
SaaS: Software as a Service
Services: SaaS for extending features of a Learning Management System (LMS) in an applicable LMS.
Licensed Software: The software supplied to the Licensee to enable Services.
Platform: The platform managed by the Licensor to provide SaaS Services, including the application and
database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed.
License Agreement: The agreement between the Licensor and Licensee determining the use of SaaS Services.
Commencement Date: The date the Service is made available and thereby this License Agreement takes effect.
Term: The term of this Agreement specified on the Cover Page of the Software and Services Agreement.
Affiliates: Current employees, instructors, or students of the Licensee.
Website: The Prolaunch website http://prohelp.io
Hosting Infrastructure: The hardware, software, communications services and other resources, services and facilities necessary or desirable for the Supplier’s provision of the Hosted Software.
Underlying Systems: Systems required to provide the SaaS Service.
Documentation: Any training manuals, user manuals, operating manuals, technical manuals, reports or other documentation provided by the Licensor to Licensee as part of the Services and any other documentation which is necessary for the effective installation, operation, use, modification, development and maintenance of any Software supplied by the Licensor.
Harmful Code: Any computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alternation, denial of service, unauthorised access to, or disclosure, destruction or corruption of, information or data.
Law: Any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law and equity as applicable from time to time, and any mandatory standards or industry codes of conduct.
Personal Information: Information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in material form or not, about an individual whose identity is apparent, or can be reasonably ascertained, from the information or opinion.
Force Majeure: Unforeseeable circumstances that prevent the use of the SaaS Service.
The Licensor’s provision of the Services to the Licensee is non-exclusive. Nothing in the Agreement prevents the Licensor from providing the Services to any other person.
The Licensor will use reasonable efforts to ensure the SaaS Service is available 24 hours a day 7 days a week. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Licensor will use reasonable efforts to publish on the Website advance details of any unavailability.
When accessing the SaaS Service, the Licensee and its Affiliates must not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service.
Updates of the Service will be made available to the Licensee at no additional charge.
3. Distribution Rights
The Licensee is permitted to provide Affiliates access to the Service for the duration of this license.
Affiliates are permitted to use the Service only for educational or academic purposes associated with the Licensee. Use of the Service for any other purpose (e.g., private consultant services, commercial pursuits) is prohibited.
Any use or redistribution of the Service in a manner not explicitly stated in this agreement, or in a separate agreement, is strictly prohibited.
4. Data Protection
The Licensor will ensure that no unauthorised party is allowed physical or electronic access to the Platform and will implement reasonable steps to meet these obligations, including installing and maintaining adequate security features within the Platform.
The Licensor will ensure that no Harmful Code or similar programming effects are coded or introduced into the Licensee’s systems as a direct result of the provision of the Licensed Software or Services.
If Harmful Code is found to have been introduced into the System, the Licensor will use its reasonable endeavours to assist the Licensee in minimising the effects of the Harmful Code.
5. Intellectual Property
The Licensed Software is copyrighted by the Licensor and remains the property of the Licensor. This license is not a sale of the Licensed Software or Platform used to run the Service.
The Licensor will not use Personal Information other than for the purpose of performing its obligations under this Agreement, unless required or authorised by Law.
The Licensor will not disclose Personal Information without the prior written consent of the Licensee, unless required or authorised by Law.
The Licensor will immediately notify the Licensee if the Licensor becomes aware that a disclosure of Personal Information is or may be required or authorised by Law.
The Licensee must not, without the prior written consent of the Licensor, during and for 12 months after the expiry or termination of this Agreement, directly or indirectly engage, employ or seek to engage or employ any person who was an employee of or engaged by the Licensor and who was involved in the provision of the Services under this Agreement.
The Licensor has the right to terminate this agreement if the Licensee violates one or more terms in this agreement. If the Licensor sends a notice of termination to the Licensee, the Licensee must immediately discontinue all use of the Service. In addition, the Licensee may be subject to legal action by the Licensor.
9. Disclaimer of Warranty
While the Licensor has tried to ensure that the Service is accurate and free from defect, it is provided “as is” without warranty of any kind. The Licensee and its Affiliates assume the entire expressed or implied, including but not limited to implied warranties of fitness for a particular purpose. In no event shall the Licensor be liable for any damages whatsoever arising out of the use of, or inability to use, the Service.
10. Force Majeure
Delay in or failure of performance by a party does not constitute a breach of this Agreement by that party if and to the extent that the delay or failure is caused by a Force Majeure.
11. Dispute Resolution
Neither party will commence court proceedings or action against the other party under or in connection with this Agreement unless it has first attempted to resolve the dispute by either party notifying the other party in writing of the occurrence of a dispute.
This Agreement commences on the Commencement Date and continues for the Term unless terminated earlier in accordance with this Agreement.
Upon receipt of payment or approval of download, the Licensor will make available to the Licensee the Service. If no such date is specified, Commencement Date is the day the Service is made available.