Altora User Licence Agreement
|means Axion SD Pty Ltd (trading as Altora Solutions) (ABN 68 153 003 368)
|means the agreement between Altora and the Licensee in relation to the Platform.
|means the entity which has entered into the Head Service Agreement with Altora in relation to the Platform for the purpose of sublicensing the Platform to the User.
|means the software platform developed and operated by Altora including but limited to the online induction system, contractor management system, contractor check-in system or any other Altora add-on modules.
|means using the Platform to publish and deliver User Content for the purposes of internal human resources functions including worker inductions, company compliance, collecting documentation and information for work place safety and compliance, supply a check in platform, or any other purpose notified by Altora to the User or the Licensee.
|means you, or any person to whom the Licensee provides the Platform and this Agreement.
|means any all files, works and course materials uploaded to or stored on the Platform by a User or the Licensee, transmitted by the Platform at the instigation of the User or the Licensee or supplied by the User to the Altora for uploading to, transmission by or storage on the Platform.
1 APPLICABILITY AND DEEMED ACCEPTANCE
a) This Agreement applies to any Users of the Platform. You agree to, and will be deemed to have accepted, this Agreement when you access the Platform.
b) By accessing the Platform, you irrevocably consent to the terms of this Agreement and represent and warrant that you will comply with the scope and restrictions of this User Licence to the Platform provided under this Agreement. If you do not accept this Agreement, you must not access, use or otherwise view the Platform.
c) This Agreement commences on the date the Platform are provided to you and will end when written notice is provided to you.
2 USE OF PLATFORM
2.1 GRANT OF LICENCE
a) You are granted a revocable, worldwide, royalty-free licence to use the Platform for the Purpose.
b) You must only use the Platform:
(i) in accordance with the limitations of the Purpose;
(ii) in a manner that is consistent and compliant with clauses 2.2 and 2.3; and
(iii) in compliance with any other restrictions notified to you in writing by the Licensee or Altora from time to time.
2.2 RESTRICTIONS ON LICENCE
Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or Altora in their absolute discretion:
a) use the Platform in a manner which breaches Altora’s Acceptable Use Policy (accessible here);
b) make copies of any Altora documentation or the Platform;
c) provide access to the Platform to any unauthorised third party;
d) attempt to forge attendance or completion certifications issued by the Platform or manipulate the Platform in any way to misrepresent that any person has participated in or completed a course or program via the Platform;
e) adapt, modify or tamper in any way with the Platform, other than within the approved scope of use of the Platform;
f) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or documentation;
g) create derivative works from or translate the Platform or documentation, other than for your own personal use only;
h) publish or otherwise communicate the Platform or documentation to the public except where the Platform specifically provides functionality to do so;
i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or documentation to any third party;
j) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code; or
k) attempt to circumvent any technological protection mechanism or other security feature of the Platform.
2.3 LIMITATIONS OF PLATFORM
Altora does not guarantee, and make no warranties, to the extent permitted by law, that:
a) the Platform will be free from errors or defects;
b) the Platform will be accessible or available at all times; or
c) any information provided through the Platform is accurate or true
3 USER CONTENT
3.1 PROCESSED USER CONTENT
You acknowledge and agree that once User Content has been uploaded to the Platform, certain information will be automatically aggregated, processed or adapted by the Platform to create a record which will be viewable by authorised Users on the Platform (Processed User Content). You cannot download, share or otherwise transmit copies of the Processed User Content outside of the Platform except with the express written consent of Altora.
By providing or posting any User Content, information, materials or other content on the Platform you represent and warrant that:
a) you are authorised to provide the User Content (including by being authorised to provide any services that you represent you provide);
b) the User Content is accurate and true at the time it is provided;
c) the User Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
d) the User Content is not “passing off” of any product or service and does not constitute unfair competition;
e) the User Content does not infringe any intellectual property rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
f) the User Content does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
g) the User Content does not breach or infringe any applicable laws.
3.3 USER CONTENT LICENCE
a) You grant to Altora a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any intellectual property rights any User Content in order for the Company to use, exploit or otherwise enjoy the benefit of such User Content and operate the Platform.
b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any User Content, you forever release Altora from any and all claims that you could assert against Altora by virtue of any such moral rights.
c) You indemnify Altora against all damages, losses, costs and expenses incurred by Altora arising out of any breach of the warranties set out in clause 3.1 including any third party claim that your User Content infringes any third party’s intellectual property rights.
a) The Company acts as a passive conduit for the online distribution of User Content and has no obligation to screen User Content in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any User Content (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the User Content.
b) You agree that you are responsible for keeping and maintaining records of User Content. If you or any other authorised User makes any changes to the User Content or Processed User Content, Altora cannot guarantee that it will be able to revert any specific changes to any User Content or Processed User Content once actioned on the Platform.
a) Altora does not accept responsibility for:
(i) the accuracy, quality, reliability or correctness of any User Content uploaded or delivered via the Platform;
(ii) any unauthorised use, destruction, loss, damage or alteration to the User Content or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Platform.
b) Altora provides no guarantee in respect of any particular outcome of using the Platform, including any guarantee in relation to:
(i) any specific personal, professional, or financial outcome or result of any person using the Platform;
(ii) any individual course participant’s level of understanding or retained knowledge of any User Content delivered via the Platform; or
(iii) the User Content meeting any specific educational, industry or professional standards.
c) You must take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
d) To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
e) You indemnify Altora and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Platform or breach of this Agreement (or both, as the case may be).
f) You acknowledge and agree that Altora will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Platform and indemnify Altora for any such damage, loss or expense.
g) All express or implied representations and warranties given by Altora or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this Agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
h) To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will Altora or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this Agreement or their subject matter.
5.1 AUTOMATIC TERMINATION
This agreement will be automatically terminated, and your licence to the Platform will be immediately revoked if the Head Agreement expires or is terminated.
5.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE
Altora or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
a) you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
b) you commit, or Altora or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.
5.3 EFFECT OF EXPIRY OR TERMINATION
a) In the event of expiry or termination of this Agreement, you must:
(i) immediately cease using the Platform; and
(ii) remove the Platform from all materials in your care, custody or control that feature the Platform, and, if the Platform cannot be removed, then at Altora’s option, return or destroy all such material.
b) Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
5.4 YOUR DATA ON TERMINATION
You are solely responsible for removing any User Content or any other information or data you store in on the Platform prior to termination of this agreement. Altora will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.
6.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Victoria. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
6.3 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without Altora’s prior consent.
6.5 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.