Please read our Terms and Conditions carefully. These Terms and Conditions create an agreement (the "Agreement") between you and Conectio Pty Ltd regarding your access to and use of the EducationLink services and associated softwares that you are Ordering/Subscribing or registering to use via the Internet or click to accept process ("Services"). All users (paid and free) must agree to this Agreement before using the Services, unless you have a separate written agreement in place expressly covering the Services. If you accept this Agreement for an entity, you represent that you have the authority to bind the entity to this Agreement. If you do not agree to this Agreement, please click 'Cancel' or 'Back' and do not use the Services.
If you are under 18, or if you are considered a minor in your state or country, you must obtain the consent of your parent or legal guardian to register for and use the Services.
Scope of Agreement
This Agreement governs your access to and use of the Services. If you subscribed to the Services, We agree to provide you the Services for the term specified in the Subscription. If you have not subscribed the Services, you agree that Conectio Pty Ltd may suspend or terminate your access to and use of the Services and/or this Agreement at any time without notice, for any reason.
Use of the Services
We grant you a limited right to use the Services for your internal business or personal use. You may use the Services only as permitted in this Agreement, any applicable documentation and the Subscription (if you subscribed the Services). You will not resell, reframe, distribute, use on a timeshare, outsourced or service bureau basis, or otherwise directly commercialise the sale or lease of the use of the Services. You may need to provide additional information in order to register for and/or use certain Services. You warrant that the information you provide during the registration process is accurate.
Any subscription for Services (an "Subscription") is incorporated into this Agreement by this reference. An Subscription is effective when you submit it and We provision the Services. Subscription acceptance may be subject to Our credit approval process.
Changes to Services
If you subscribed the Services, We may enhance and/or change the features of the Services at Our discretion as long as We do not materially reduce the core functionality of the Services. We may offer additional optional features and/or functionalities in addition to the 'standard' Services at an additional cost.
Software and Services Licence and Restrictions
You may need to download and install software to use the Services ("Software"). If so, We grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable licence to use the Software to the extent reasonably required to use the Services and only for the duration that you are entitled to use the Services. You agree that, unless this Agreement or applicable law allows it, you will not (and will not allow third parties invited by you) to:
a) transfer, sublicense or assign your right under this licence to any other person or entity, unless expressly authorised by Conectio in writing;
b) modify or adapt or create derivative works of the Software or any associated documentation;
c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except to the extent allowed by applicable law for interoperability purposes;
d) use the Software to access Services other than the Services you are entitled to use;
e) republish, frame or distribute the Software or Services to third parties, unless you are an Approved Source for the particular Services; or
f) supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements or feature roadmaps to unauthorised third parties.
You may engage a contractor to assist you with your implementation or use of the Services so long as: i) the contractor uses the Services according to this Agreement; ii) the contractor acts solely for your benefit when it uses or implements the Services; and iii) you have a written agreement in place that protects Conectio’s intellectual property and proprietary rights. You will be responsible for the acts or omissions of the contractor as it relates to their use or implementation of the Services.
We may offer you the opportunity to use and evaluate a 'beta' version of the Services ("Beta Services") to get your evaluation and feedback ("Feedback"). Beta Services may contain bugs, errors and other problems and you accept the Beta Services 'AS-IS'. We give you no warranty of any kind and are not responsible for any sort of problems or issues related to your use of a Beta Services. You may be required to provide Feedback to use Beta Services. We make no representations, promises or guarantees that the Beta Services will ever be generally released. We may suspend or terminate access to the Beta Service and delete any Content or data on the Beta Service without any liability to you.
Fees and Payment for the Services
a Payment Terms. The fees for the Services, if any, are described in the Subscription or Pricing page. The fees may also include overage amounts or per use charges, which will be described in the Subscription or Pricing page, and you agree to pay these amounts or charges if you incur them. You agree that We may charge your credit card or bill you for all amounts due and owing for your use of the Services. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes.
b Late Payment. We may suspend the Services for non-payment of undisputed fees. We are entitled to recover a reasonable amount expended in connection with the collection of fees not paid when due.
c Fee Disputes. You may withhold amounts that you reasonably and in good faith dispute as to the amounts owed. You will pay any undisputed fees. If you withhold any payment due to a dispute, you must notify Us in writing of any disputed fees within 15 days of the invoice date and provide Us with written details about why you dispute the invoice. After We receive notice of the dispute, We will work with you in good faith to resolve the dispute. If we are unable to resolve the dispute within 30 days, Conectio may terminate the Services after giving you an additional 10 days advance written notice.
d Taxes. You shall pay all sales, value added, general standard and similar taxes (exclusive of taxes based on Our net income), levies, duty or charges imposed by any governmental authority, related to or arising from Our providing or your use of the Services. Conectio reserves the right to gross up the price for the Services in any invoice if a withholding prevents Conectio from receiving the amount specified in such invoice.
e Account Updater Services: Conectio may participate in Account Updater Services or Recurring Billing Programmes supported by your payment card provider that you are enrolled in (“Programme”). As part of this Programme, your payment card provider may notify Us of a change to your payment card number and/or expiration date. In accordance with the Programme requirements, in the event that We are notified of an update to your payment card number and/or expiration date, Conectio will automatically update your payment profile on your behalf. Conectio makes no guarantees that we will request or receive your updated payment card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your account settings, including but not limited to (i) setting your renewal options and (ii) ensuring your associated payment method(s) are current and valid. Further, you acknowledge and agree that failure to do so may result in the interruption or loss of Services, and Conectio shall not be liable to you or any third party regarding the same.
Payment processing services for Conectio Pty Ltd on EducationLink and related platforms are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a free or paid client on Conectio's platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Conectio enabling payment processing services through Stripe, you agree to provide Conectio accurate and complete information about you and your business, and you authorise Conectio to share it and transaction information related to your use of the payment processing services provided by Stripe.
Term and Termination
a Term and Termination of Subscriptions. The 'Initial Term' of an Subscription starts on the date the Services are available for use by you and lasts for the time period stated in the Subscription (generally 30 days). After the Initial Term, unless prohibited by applicable law or the Subscription states otherwise, there will be an automatic 'Renewal Term' of the same length of time unless you cancel the Services before the end of the Initial or then current Renewal Term. If the fees will change for the Renewal Term, Conectio will notify you reasonably in advance of the Renewal, and in time for you to accept or reject renewing the Services. If you agree with the fee changes, you may do nothing and the new fees will apply for the upcoming Renewal Term. Either party may terminate an Subscription by cancelling the Services before the end of such Initial or Renewal Term (in. The termination will be effective on the last day of the Initial or Renewal Term in effect and you will pay for the Services until the end of current Initial or Renewal Term, regardless of when you provided notice.
b Term and Termination of Agreement. This Agreement starts on the date you submit your start using the Services. Either party may terminate this Agreement upon 30 days prior written notice to the other party, with or without cause, effective when all of Your Subscriptions expire or are terminated. Each party may terminate this Agreement and any impacted Subscriptions by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach.
c Events Upon Termination. If you subscribed the Services and this Agreement is terminated for any reason, subject to the Conectio Acceptable Use Policy (described below): (i) We may (if possible) make your lawful Content available to you for a reasonable period of time and (ii) you will pay Us for the Services(s) provided up to the date of termination.
d Survival. The following provisions will survive the expiration or termination of this Agreement: all sections and any payment provisions set forth in the Subscription (as to amounts due and owing as of this Agreement’s expiration or termination date), 8, 9(c), 10(c), 10(d), 12 (to the extent Conectio has such information), 13, 14, 15, 16 and 17. Upon any termination of this Agreement, you must cease any further use of the Services and destroy any copies of Software within your control.
You agree to promptly notify Us of any unauthorised use of your account of which you become aware. You agree to use at least reasonable means to protect your account name, password and other login information from unauthorised disclosure or use by third parties. You may never share your personal password, being this considered breach of this Agreement.
Privacy and Data Protection
**a Ownership of Content.** We make no claim to your trade names, logos and other trademarks or service marks ("Marks") and Content and We will not sell your Content to third parties. **b Responsibility for the Content and Services.** You are solely responsible for your and your Users’ Content and your and your Users’ use of the Services. We are not liable to you, your Users or your customers for any loss or damages arising from any Content. We do not endorse and have no control over what Users submit to a Site. We cannot guarantee the accuracy of any Content provided by you or by other users. **c Licence.** You grant Us a world-wide, royalty-free, sublicensable licence to use, modify, reproduce and distribute the Content, only as reasonably required to provide the Services (e.g., Conectio may encrypt your Content which involves use, reproduction and modification of your Content). Where the Services include a publicly accessible Site with your Content, We may also publicly perform or publicly display your Content. You warrant that you have sufficient, lawful non-infringing rights to the Content and to grant the licence contained in this Section. For example, when you update the information of your Company, we may make it public available to Users through our public directory. **d Violation.** We do not monitor your Content, Sites or Use of the Services. We may investigate any complaints and violations or suspected violations of this Agreement regarding the Content that comes to Our attention. If We reasonably determine there is a breach of this Agreement regarding the Content, We may take action without liability to remedy the violation (e.g., refuse to post or remove violating Content, or restricting, suspending or terminating your or your User’s access to a Site or Services). We will make commercially reasonable efforts to notify you before taking such actions so that you can remedy the issue. However, We reserve the right to act immediately if We reasonably believe that allowing such Content or use of the Services would expose Us to civil, regulatory or criminal liability. You agree to indemnify, defend and hold harmless Us from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your or your Users’ violation of Terms and Conditions.
- Warranty and Warranty Disclaimer
**a **To the extent allowed by applicable law, you agree to use the Services at your own risk. You agree that We (including Approved Sources) and Our suppliers and affiliates will not be responsible for any harm to any device, any loss of data or any other harm that results from your use of the Services. WE (INCLUDING APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES AND ANY RELATED SOFTWARE AND/OR SITES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY. **b **EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (INCLUDING APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES, (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES OR THE SITES, OR THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. In addition, the Services are not designed or licensed for use in environments requiring fail-safe controls (e.g., energy facilities, aircraft navigation/communication systems, life support or weapons systems). THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
- Limitation of Liability
YOU AGREE THAT Conectio (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENCORS) AND ANY APPROVED SOURCE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES OR INTERRUPTION TO BUSINESS OR WASTED ADMINISTRATIVE TIME. THESE EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, OR WHETHER RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, OR OTHERWISE. THESE EXCLUSIONS APPLY EVEN IF Conectio HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF Conectio (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENCORS) AND ANY APPROVED SOURCE TO YOU SHALL NOT EXCEED GREATER OF: (I) THE FEES PAID BY YOU TO Conectio OR ANY APPROVED SOURCE DURING THE TWELVE (12) MONTHS BEFORE THE LAST EVENT THAT GAVE RISE TO YOUR CLAIM OR (II) AS$100.00. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE CLAIMS ARE CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS LIMITATION OF LIABILITY FOR SERVICES IS IN THE AGGREGATE AND NOT PER INCIDENT. THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
- Ownership and Proprietary Rights
**a Ownership.** Conectio and its licencors own all intellectual property rights to the Services, Software and associated documentation. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items. Therefore, your right to use the Services is a limited right to use, not a transfer of ownership or title, to the Services, Software and associated documentation. Your rights to use the Software and associated documentation are limited to those rights expressly granted by this Agreement. You get no other rights to the Software, associated documentation or Services or any related intellectual property rights in the Software. **b Feedback Licence.** You grant to Us a worldwide, non-exclusive, perpetual, irrevocable licence to use or transfer any Feedback you give Us for any purpose. We can also create and distribute any product or service that incorporates your feedback without paying you any royalties. **c Use of Your Name and Logo.** The Service may allow use of your Marks with the Service. We may use your Marks to create a co-branded Site as part of delivery of the Services if so indicated in the Subscription. Nothing in this Agreement transfers to Us any rights or ownership in or to your Marks. **d Infringement Concerns.** If you believe that your copyright or other rights have been infringed by Content on the Services, please contact Our Designated Agent for notice of claims of copyright infringement: Compliance and Legal Departament Conectio Pty Ltd. 88/20 Yurong St Darlinghurst, Sydney, NSW Australia Attn: Copyright Agent email: [[email protected]](mailto:[email protected])
**a Assignment.** We may assign Our rights and delegate Our obligations in whole or in part to an affiliate or subcontractor without your consent. Other than the above, neither party may assign or delegate this Agreement. **b Order of Precedence and Integration.** If any provision of this Agreement and any Subscription conflict, the terms of the Subscription shall control. This Agreement (including any documents or sites that are incorporated into the Agreement) is the entire agreement between the parties with respect to the Services and trumps any conflicting or additional terms. Neither party shall be bound by any additional or different terms from those in this Agreement that might appear in any acknowledgements, purchase Subscriptions, quotations, proposals or in any other communications between us, unless those terms are expressly agreed to by a written signed amendment to this Agreement. Any warranties or representations you relied on to enter into this Agreement are in this Agreement. **c Updates to this Agreement.** We may update the terms of this Agreement from time to time. If We do, We will post the updated terms or will otherwise notify you. If you renew the Term, or purchase additional Services, after the updated Agreement has been posted, you agree to the updated terms unless your existing Agreement with Us expressly prohibits updating the Agreement by this mechanism. **d Force Majeure.** Except for payment obligations, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labour disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism or the stability or availability of the Internet or connectivity outside of the control of a party. **e Waiver.** Failure to enforce any right under this Agreement will not waive that right. **f Severability.** If any particular term of this Agreement is not enforceable, this will not affect any other terms. **g Legal Compliance.** You will comply with all applicable laws and regulations related to your receipt and use of the Services. These laws include (without limitation): (a) privacy laws and regulations, (b) laws relating to the recording of communications, (c) laws relating to the use of internet services, and (d) anti-corruption laws. It is your sole responsibility to ensure you have the right to use all features of the Services in your jurisdiction. The Services may not be available in all countries and it may not be available for use in any particular location. We may modify or discontinue Services features to comply with applicable laws and regulations. Conectio will comply with all applicable laws in the provision of the Services to you. **h Export Compliance.** The Services and Software are subject to local and extraterritorial export control laws and regulations. You shall comply with such laws and regulations governing use, export, re-export and transfer of Services and Software and will obtain all required local and extraterritorial authorisations, permits or licences. You and your Users will not use the Services from an embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria). You warrant that you and your Users are not on any U.S. Government denied party list. The export obligations under this Section shall survive the expiration or termination of this Agreement **j Governing Law and Jurisdiction.** The table below identifies the governing law that governs this Agreement (ignoring any conflict of laws provision) and the specific courts that have exclusive jurisdiction over any claim arising under this Agreement based on the service delivery address in the Order. In addition, no person who is not a party to this Agreement shall be entitled to enforce or take the benefit of any of its terms. **Country or Territory** **Governing Law** **Jurisdiction and Venue** Australia Laws of the State of New South Wales State and Federal Courts of New South Wales Regardless of the above governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's intellectual property or proprietary rights. **k Relationship of the Parties.** The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. **l Governing Language.** This Agreement has been written in the English language, and the parties agree that the English version will govern. **m Third Party Products.** Sometimes when you use the Services, You may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between you and the company or person concerned, and you agree that We shall have no liability or obligation relating to those services or goods. **n Notices.** We may provide you with notice via email, regular mail and/or postings on Our website. Notices to Us should be sent to Conectio Pty Ltd, Compliance and Legal Departament, 88/20 Yurong St, Darlinghurst, Sydney, NSW, 2010 AU unless this Agreement or Order specifically allow other means of notice.
Conectio Acceptable Use Policy
Use of the Software, services web portal, platform, services, applications, (collectively, "Services") provided by Conectio Pty Ltd. or its direct or indirect affiliates ("Conectio") is subject to this Acceptable Use Policy ("Policy"). If there is a conflict between this Policy and the applicable agreement You have with Conectio to obtain the Services ("Agreement"), the Agreement will prevail.
This Policy applies to anyone who uses the Services, including without limitation the legal entity or individual doing business with Conectio ("Customer"), and any third party permitted by the Customer to use or access the Services ("End Users"). Customers are required to inform End Users of this Policy. Customers and End Users are referred to in this Policy as 'You'.
Conectio reserves the right to amend or modify this Policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on You. By using or accessing the Services, You are agreeing to this Policy.
You agree not to use, or encourage, promote, facilitate or instruct others to use the Services to:
Commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, legal agreement or Conectio’s published policies
Infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, licence right or legal content protections
Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others or otherwise objectionable
Access or probe any network, computer or communications system, software application or network or computing device systems ("Systems") without authorisation, including but not limited to breaches, vulnerability scans or penetration testing
Attack, abuse, interfere with, surreptitiously intercept or disrupt any users, Systems or services, including but not limited to Denial of Service (DoS), unauthorised monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware or cancelbots)
Distribute unwanted, unsolicited or harassing mass email or other messages, promotions, advertising or solicitations ("Spam")
Alter, forge or obscure mail headers or assume a sender’s identity without the sender’s express permission, or collect replies to messages sent from another Internet service provider if those messages violate this Policy or the acceptable use policy of that provider
Disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Services
Conectio has the right, but does not assume the obligation, to monitor and investigate violations of this Policy. Failure to comply with or breach of this Policy constitutes a material breach of the terms and conditions upon which You are permitted to use the Services, and at any time, may result in Conectio taking any and all actions in its sole discretion and with immediate effect (in its reasonable discretion), up to and including:
suspending or terminating access to the Services;
removing or prohibiting access to content that violates this Policy;
legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
further legal action against You; and/or
disclosure of such information to law enforcement authorities as Conectio reasonably feels is necessary or appropriate.
Conectio excludes and disclaims all liability for actions taken in response to breaches of this Policy. The responses described in this Policy are not limited, and Conectio may take any other action it reasonably deems appropriate.
This Terms and Conditions was revised and posted as of March 31, 2018.