These SKYLECT Terms and Conditions, as amended from time to time, are collectively known as the “Agreement.” The Agreement applies to all purchases of Products and Services made or confirmed through this website and/or through Our mobile applications, (individually and collectively, the “Website”) or made or confirmed through other mutually agreed upon means. You understand and agree that this Agreement is enforceable against you and any entity with which you are employed or affiliated and on whose behalf the Products and Services are used. If you are entering into this Agreement on behalf of yourself and such entity, you represent that you have the authority to bind the entity to this Agreement and warrant that You shall use the Products and Services in accordance with the Agreement and will not use the Products and Services for any unlawful purpose. The terms “You” and “Your” refer to you, individually, and to each such entity. Unless otherwise expressly agreed in writing, the Products and Services are licensed and not sold to You, irrespective of any use of the words “purchase,” “sale,” “reseller,” “distributor” or similar terms in this Agreement or at the Website. Unless and only to the extent permitted by the Agreement or applicable law, You hereby represent and warrant that You have CAREFULLY read and understood this Agreement, that You are of legal age under the laws of Your country (e.g., eighteen years of age or older in the European Union and the United States), and that You accept this Agreement freely, voluntarily, and with full knowledge and understanding of its terms and conditions. If You do not agree to the Agreement, You are not authorized to use the Products and Services and shall immediately notify SKYLECT at email@example.com.
1.1 SKYLECT Pty Ltd or any of their affiliates (each “SKYLECT”, “We,” “Us” or “Our”) provides e-learning, education, training and e-commerce solutions with multi-user and cross-platform functionalities for the electronic distribution of software and services, including, without limitation, purchases for licenses of software and digital content, such as download links, license keys, electronic codes, software as a service, subscriptions, and eBook products (the “Products”) intended for medical and allied-health sciences.
2.1 SKYLECT reserves the right to reject Your submission of an order to purchase Products and Services (“Order”) at any time and without any liability to SKYLECT if, in SKYLECT’s sole discretion, it is unable to process or fulfill Your Order. SKYLECT shall have this right of rejection even if You should receive a notice via the Website that the Order was successfully submitted or completed (or similar language).
2.2 You confirm that all information provided by You when placing an Order is complete, accurate and up-to-date so as to allow SKYLECT to fulfill Your Order, and You will promptly update such information to keep it complete and accurate. You may update Your information via SKYLECT ‘My Account.’
2.3 If You provide any information that is untrue, inaccurate, or incomplete, or if SKYLECT has reason to believe that the information You provided is untrue, inaccurate, or incomplete, SKYLECT may: (a) suspend or terminate Your account; (b) if permitted by applicable law, use electronic self-help means to terminate Your ability to access the Products and Services; and/or (c) terminate this Agreement.
2.4 You will maintain the confidentiality of Your password, user ID, and other account credentials. You shall immediately notify SKYLECT of any unauthorized use of Your account credentials, or any other breach of security that is known or suspected by You.
2.5 You consent to the use of electronic communications in transacting business with SKYLECT, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with SKYLECT, You will need to provide SKYLECT with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use this Website to place any Orders, and any notices and documents from SKYLECT will be provided to You on paper.
3. Price and Payment; Taxes
3.1 Prices are as specified on the Website; however, SKYLECT reserves the right to adjust prices, in its sole discretion, due to the increase or imposition of any tax, duty or other levy, any variation in exchange rates, or any programming, data or other errors. Prices for the Products and Services are exclusive of duties, and taxes, all of which shall be paid by You. If You do not pay applicable taxes to SKYLECT for the Product and Services, You must report and pay any applicable taxes to the appropriate governmental agencies. When You place Your Order, SKYLECT will charge the credit or debit card that You provided to SKYLECT. You shall be responsible for any fraudulent or unauthorized transactions made through the Website, including, without limitation, using Your account credentials, credit card or debit card.
3.2 Prior to Product delivery, SKYLECT will notify You in writing via email of any price increases (a “Notification Email”). The Notification Email will be sent to You at the email address that We have in Our records for You. By no later than the deadline outlined in the Notification Email, You may cancel Your Order for the Product and Services for which the price was increased (a) via SKYLECT My Account or (b) by sending a reply email to the Notification Email. If You do not so cancel Your Order within said deadline, You accept the new prices and conditions for the Product and Services as set forth in the Notification Email.
3.3 Additional Fees. If customer’s use of Products and Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), customer shall be billed for such usage and customer agrees to pay the additional fees in the manner provided herein.
Certain features, options, integrations and functionality including third party services (collectively, “Additional Services”) may be available to You for an additional fee. The fees associated with Additional Services will be displayed within Your User Account, on the Website and/or prior to Your purchase of such Additional Services. SKYLECT reserves the right to increase the fees associated with Additional Services. If You do not wish to pay the increased fees You may opt-out of using the applicable Additional Services.
3.4.1 Unless and only to the extent permitted by the Agreement or applicable law, if You are a consumer, You shall not resell the Products and Services until after title therein has passed to You.
3.4.2 SKYLECT reserves the right to verify Your credit or debit card payments. In case of any non-payment to SKYLECT following Product and Services delivery, SKYLECT may, without notification to You, transmit claims to the parties for which SKYLECT acted as a reseller (the “Vendor”), and the Vendor or SKYLECT shall have the right to repossess and resell such Products and Services, and You hereby grant SKYLECT, the Vendor, and their designated agents all rights available under applicable law, including, without limitation, the right to use electronic self-help means to terminate Your ability to access the Products and Services, or otherwise repossess or reclaim the Products and Services from You.
3.4.3 SKYLECT may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by SKYLECT thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Products and Services.
3. 5 Taxes: Prices for the Products and Services are exclusive of duties, and taxes, all of which shall be paid by You.
SKYLECT may report revenue from Products and Services to the relevant taxing authorities and collect and remit certain taxes on Your behalf where required by applicable law. If You do not pay applicable taxes to SKYLECT for the Product and Services, You must report and pay any applicable taxes to the appropriate governmental agencies.
If SKYLECT, under mandatory tax law in the jurisdiction in which the payment is made, is required to withhold certain amounts or a certain portion of the payment due to You, SKYLECT may deduct such mandatory amounts to the extent required under the applicable tax law from all payments to You, and remit such amounts to the appropriate tax authority. SKYLECT shall provide you with copies of all necessary documents (e.g. tax receipts received from the applicable tax authority) in order for You to be able to claim and receive any appropriate tax credit.
4. Delivery; Risk of Loss
4.1 All delivery dates (whether provided on the Website, in an Order confirmation, or elsewhere) are estimates only and not a guarantee that any the Products and Services will be delivered by a given date.
4.2 You provided SKYLECT for Your online delivery of your Order. You must immediately notify SKYLECT via SKYLECT My Account of any errors or omissions in the SKYLECT Order confirmation notice at the Website or in the SKYLECT payment notification that is sent to You at the email address that We have in Our records for You. SKYLECT reserves the right, in its sole discretion, to impose additional charges for any adjustments You make to an Order (e.g., invoice address) after You submit an Order.
4.3 All risk of loss for the Products and Services shall pass to You upon delivery of the Products and Services to the location specified in Your Order (even if no signature is required for delivery). For the avoidance of doubt, the delivery of downloaded Products and Services occurs when the Products and Services are downloaded. If You should refuse or fail to take delivery of the Products and Services, all risk of loss for the Products and Services will thereupon pass to You and, upon the demand of SKYLECT, You shall pay SKYLECT for the Products and Services plus any additional amounts incurred by SKYLECT as a result of Your refusal or failure to take delivery of the Products and Services, including, without limitation, attempting delivery of the Products and Services by any reasonable means, or storing the Products and Services. SKYLECT will be entitled to dispose of the Products and Services in such manner as it sees fit if You have not taken delivery of the Products and Services within thirty (30) days after (a) the scheduled date of delivery or (b) the date on which delivery was first attempted, whichever is later.
4.4 Except as Clause 3.2 or 12.1 may apply to Your Order, or as described by SKYLECT in the Order form for Your Order, You are not entitled to revoke or cancel in whole or in part any Order.
5. Additional Conditions on the Products; Eligibility
5.1 In addition to and without limiting the foregoing, Products and Services delivered by SKYLECT are subject to the terms and conditions of this Agreement, and You shall:
5.1.1 use the Products and Services solely for internal business purposes and not in the operation of a service bureau or shared services environment;
5.1.2 not remove, obscure, or alter the copyright notices, trademarks, or other proprietary rights notices that appear in the Products and Services;
5.1.3 obtain, at Your own cost and expense, all software and equipment, all licenses and authorizations required for the acquisition, delivery or use of the Products and Services;
You will provide SKYLECT with evidence of such licenses or authorizations; and You will be liable to SKYLECT for all expenses or charges incurred by SKYLECT as a result of Your failure to obtain such licenses or authorizations;
5.1.4 not reverse engineer, decompile, reverse assemble, or attempt in any manner to discover the source code of the Products and Services; and
5.1.5 comply with all laws, rules and regulations applicable to the Products and Services, including, without limitation, the restrictions, controls, customs duties, laws, rules and regulations of the territory to where delivery of the Products was ordered, or the territory where the Products and Services are used.
5.2 Subject to Clause 11 (Inspection; Complaints), Clause 12 (Consumer Revocation of an Order) and Clause 13 (Refunds) of this Agreement, the remedies set forth in the Agreement shall be Your sole and exclusive remedies with regard to the Products and Services.
5.3 By using Products and Services, You represent and warrant to Us that: (a) You are at least thirteen (13) years of age or older; (b) You have read and understood the Agreement and agree to be bound by this Agreement; and (c) Your use of Products and Services does not violate any law, rule or regulation to which You or Your employer are subject, or any terms, conditions or requirements promulgated by any Third Party Services (as defined below). Certain features of Products and Services may be subject to heightened age and/or other eligibility requirements and restrictions as indicated. If You are a user between the ages of thirteen (13) and eighteen (18) or under the age of majority in Your jurisdiction, please review this Agreement with Your parent or guardian. Your parent or guardian should agree to this Agreement on Your behalf and parental discretion is advised for all users under the age of eighteen (18) or majority.
5.4 The software services is made available for download solely for use and is governed by the terms of the end user license agreement (EULA), and Terms of Service (ToS), if any, which accompanies or is included with the software (Agreement) and/or Agreement. Any software that is made available to download from the software services is the copyrighted work of SKYLECT and/or its suppliers. The material on SKYLECT (including but without limitation the text, artwork, graphics, photographs, film footage, trademarks and logos) are subject to copyright and/or other intellectual property rights. You agree to comply with our all copyright notices attached to materials.
Any reproduction or redistribution of the software not in accordance with the Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. You shall be responsible for obtaining and maintaining the security of any equipment and ancillary services needed to connect to, access or otherwise use Products and Services, including, without limitation, modems, routers, switches, firewalls, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). SKYLECT shall own and retain all right, title and interest in and to (a) Products and Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
5.5 We may need to suspend or restrict your access to SKYLECT from time to time for maintenance or repair purposes. If we do so we will endeavour to restore access to SKYLECT as soon as reasonably possible.
5.6 You understand and agree that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of or through your use of SKYLECT are the sole property and responsibility of the person from whom such content originated.
5.7 Nothing in this Agreement shall be construed as restricting SKYLECT rights to licence, sell, lease, market, publish or otherwise distribute in whole or in part, directly or through a third party any products or services or to develop and/or provide hosting services in respect of any SKYLECT for any third parties.
6. Automatic Renewal
With respect to certain of the Products and Services, We may provide You with an option to automatically renew the Product and Services license or subscription. If You elect automatic renewal, each renewal term for the Products and Services will be equal in duration to the initial term for such Products and Services. At any time during a renewal term, You may elect to not renew the Product and Services license or subscription for the forthcoming renewal term, in which case this Agreement with regard to such non-renewed Products and Services shall be terminated upon the expiration of the then-current renewal term. Upon any termination of this Agreement, You shall uninstall and destroy all copies of the Products and Services and discontinue all use of the Products and Services, unless and only to the extent You are permitted by the Agreement or applicable law to retain copies of the Products and Services.
7. Feedback & Beta Services
7.1 From time to time, SKYLECT or a third party engaged by SKYLECT may request feedback and other information from You about such topics as the Products and Services or Your experiences with the Products and Services (“Feedback”). Providing SKYLECT with Feedback is optional. By providing Feedback to SKYLECT, You grant SKYLECT a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable right to use the Feedback for any lawful purpose, including, without limitation, the right to reproduce, adapt, publish, translate, distribute, and display all or parts of the Feedback in any medium whatsoever along with Your first name and last initial, and local geographic area, as determined by SKYLECT in its sole discretion. SKYLECT may also use the Feedback in anonymous and aggregate reviews.
7.2 We sometimes release products and features that we are still testing and evaluating. Those services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as SKYLECT’s other services, so please keep that in mind.
You shall indemnify, defend and hold harmless Media Media and its affiliates, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an “Indemnified Party”), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, court costs and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part, out of or in connection with disputes between you and third parties: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Products and Services; or (c) Your negligence, gross negligence or willful misconduct. An Indemnified Party may participate in the defense by counsel of its own choosing, at its own cost and expense. You shall not settle any claim that adversely affects an Indemnified Party or imposes any obligation or liability on an Indemnified Party without the Indemnified Party’s prior written consent.
9. Limitations of Liability; Release; Waiver
9.1 AS BETWEEN YOU AND SKYLECT, THE PRODUCTS AND SERVICES ARE DELIVERED “AS IS” AND YOU USE THE PRODUCTS AND SERVICES AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SKYLECT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYLECT HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT. YOU SHALL NOT RENT, LEASE, EXPORT OR RE-EXPORT, LOAN, LICENSE, SUBLICENSE, DISPLAY, PUBLISH, DISTRIBUTE, MAKE AVAILABLE, TRANSFER, ASSIGN, SELL, REPRODUCE,, ADAPT, TRANSLATE, DISCLOSE, THE PRODUCTS AND SERVICES, OR ANY OTHER COMPONENTS THEREOF;
9.2 THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT WITH THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, CONTENT AND THIRD-PARTY MATERIALS AND THIRD-PARTIES UTILIZED BY ADMINISTRATORS AND SKYLECT IS NOT RESPONSIBLE FOR ANY LIMITATIONS, DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOUR OR ANY ADMINISTRATOR USER’S USE OF THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE PRODUCTS AND SERVICES IS AT YOUR OR ANY ADMINISTRATOR USER’S OWN RISK. NEITHER SKYLECT NOR ANY PERSON ASSOCIATED WITH SKYLECT MAKES ANY STATEMENT, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PRODUCTS AND SERVICES, PROVIDER CONTENT, CONTENT, OR SKYLECT IP. WITHOUT LIMITING THE FOREGOING, NEITHER SKYLECT OR ANY PERSON ASSOCIATED WITH SKYLECT MAKES ANY STATEMENT, WARRANTY, OR REPRESENTATION THAT THE FEATURES AND FUNCTIONS CONTAINED IN THE PRODUCTS AND SERVICES, PROVIDER CONTENT OR SKYLECT IP WILL MEET YOUR OR AN ADMINISTRATOR USER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS OR THAT THE OPERATION OF THE PRODUCTS AND SERVICES, PROVIDER CONTENT OR USE OF THE SKYLECT IP WILL BE UNINTERRUPTED OR ERROR FREE OR INTEROPERABLE OR COMPATIBLE WITH OTHER SOFTWARE OR PRODUCTS AND SERVICES, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, PROVIDER CONTENT OR SKYLECT IP WILL BE UPDATED, UPGRADED OR IMPROVED, THAT THE PRODUCTS AND SERVICES, PROVIDER CONTENT, USER POSTINGS, SKYLECT IP, LINKS (THAT WILL ALLOW YOU TO ACCESS OTHER WEBSITES), OR SKYLECT SYSTEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL SKYLECT OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF SKYLECT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, IF SKYLECT SHOULD BE HELD LIABLE FOR ANY DAMAGES NOTWITHSTANDING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE ENTIRE LIABILITY OF SKYLECT (INCLUDING ITS AFFILIATES) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE PRODUCTS AND SERVICES (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE SKYLECT, ONE HUNDRED DOLLARS (AU $100.00). NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST SKYLECT OR ITS AFFILIATES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. NO OTHER LIMITATION CONTAINED IN THIS AGREEMENT SHALL LIMIT SKYLECT’S LIABILITY TO YOU, TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ADMINISTRATORS SHALL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF THE PRODUCTS AND SERVICES BY ADMINISTRATOR, ITS AUTHORIZED USERS, OR OPERATOR’S USERS.
THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL SURVIVE EVEN IF ANY EXCLUSIVE OR LIMITED REMEDIES PROVIDED IN THIS AGREEMENT SHOULD FAIL OF THEIR ESSENTIAL PURPOSE.
9.3 To the fullest extent permitted by law, by Posting User Content to the Website, and/or Products and Services, you hereby (a) waive all rights to prior inspection or approval of any marketing or promotional material related to such User Content; (b) waive all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof (including, without limitation, with respect to any avatar you may use on the Website and any Live Streams and/or Recordings which may include your Personal Characteristics); and (c) release SKYLECT and its affiliates from all claims in connection with any use of your Personal Characteristics by the SKYLECT and/or its affiliates. To the extent any moral rights are not transferable or assignable, you further hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in or with respect to any User Content you Post on or through our Products and Services. SKYLECT may require you to provide sufficient evidence of having all necessary rights, licenses, authorizations, permissions, and clearances for any of your User Content that you Post on or to Products and Services, and if you fail to provide such evidence within a reasonable period of time (as determined by SKYLECT in its sole discretion), then SKYLECT may remove some or all of your User Content from Products and Services and/or terminate your account, without any liability to you. You are solely responsible for keeping copies of such evidence.
9.4 Photosensitive seizure warning: Some people may experience a seizure when exposed to certain visual images, even people who have no history of seizures or epilepsy. They may have an undiagnosed condition that can cause these “photosensitive epileptic seizures” while being exposed to such visual images.
These seizures may have a variety of symptoms that can lead to injury from falling down or striking nearby objects, for example.
Some users report feeling nausea within minutes of starting an XR experience. You may experience nausea like effects for a while; in this case it is best to not move around too much after you take off your headset.
Children and teenagers are more likely to experience these seizures than adults are.
SKYLECT has NO RESPONSIBILITY to its users for problems caused through exposure to XR images.
9.5 IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE QUEENSLAND CIVIL CODE (AND ANY OTHER APPLICABLE LAW OR STATUTE) WHICH SUBSTANTIALLY STATES:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
10.1 In addition to and not in lieu of SKYLECT’s other rights, SKYLECT may, upon written notice to You via email, suspend or cancel Your Order for delivery of the Products and Services, use electronic self-help means to terminate Your ability to access the Products and Services (if permitted by applicable law), or terminate this Agreement, if:
10.1.1 any step, process, application, filing in court, order, proceeding, notice or appointment is taken or made by or in respect of You for a moratorium, composition, compromise or arrangement with creditors, administration, liquidation, dissolution, receivership (administrative or otherwise), distress or execution;
10.1.2 You become insolvent or We deem You unable to pay Your debts as they come due;
10.1.3 anything similar to the foregoing occurs; or
10.1.4 You fail to comply with any terms and conditions of this Agreement .
10.2 This Clause 10.2 and the following provisions will survive any termination of the Agreement: Clauses 1 (Scope), 5 (Conditions for the Products and Services), the last sentence of Clause 6 (Automatic Renewal), 8 (Warranty Disclaimer), 9 (Limitation of Liability; Indemnification; Release), 14 (Notices), 15 (Governing Law), 16 (Disputes) and 18 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. SKYLECT’s remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.
11. Inspection; Complaints
11.1 Upon delivery of the Products and Services, You should inspect the Products and Services and verify that the Products and Services as delivered are in accordance with Your Order, including, without limitation, verifying that no items are missing from Your Order.
11.2 Within fifteen (15) days after the Products and Services are delivered, You must provide written notice to SKYLECT if any of the Products as delivered are not in accordance with Your Order. Such written notice shall be sent by You to SKYLECT as specified in Clause 14 (Notices).
12. Consumer Revocation of an Order
12.1 IF YOU ARE A CONSUMER PURSUANT TO THE APPLICABLE LAW OF THIS AGREEMENT AS IT PERTAINS TO YOU AND YOUR ORDER, THEN IN ADDITION TO AND NOT IN LIEU OF YOUR OTHER RIGHTS UNDER THIS AGREEMENT, YOU WILL HAVE A PERIOD OF FIFTEEN (15) DAYS AFTER DELIVERY OF THE PRODUCTS AND SERVICES DURING WHICH YOU MAY CANCEL YOUR ORDER, IN WHOLE OR IN PART, FOR ANY REASON BY SENDING WRITTEN NOTICE TO SKYLECT AS SPECIFIED IN CLAUSE 14 (NOTICES).
12.2 If You exercise Your right of cancellation pursuant to Clause 12.1, You shall, within the same period of fifteen (15) days set forth in Clause 12.1, return the relevant Products and Services to SKYLECT and SKYLECT will thereafter refund any prior payments that You made for such returned Products and Services.
12.3 If (a) You do not exercise Your right of cancellation pursuant to Clause 12.1 and return the Products and Services pursuant to Clause 12.2; or (b) You exercise Your right of cancellation pursuant to Clause 12.1 but the Products and Services as received by SKYLECT were damaged after they were delivered to You, Your Order shall not be deemed cancelled and You shall pay SKYLECT in full for the Products and Services within thirty (30) days after You provided SKYLECT with Your written notice of cancellation pursuant to Clause 12.1.
13.1 All refund and exchange requests are managed by SKYLECT and are made pursuant to the SKYLECT Refund Policy which refund policy is hereby incorporated into this Agreement by reference.
13.2 All refund and exchange requests are managed by SKYLECT and are made pursuant to the SKYLECT Refund Policy if agreed with the purchased license, otherwise subscriptions for which subscription fees are prepaid, shall terminate at the end of the subscription term (except as otherwise provided herein).
13.3 There shall be no refunds of subscription fees (except where required by law).
14.1 Any notice to SKYLECT that is required or permitted by this Agreement shall be in writing and shall be deemed given: a) if sent by email to firstname.lastname@example.org, upon SKYLECT’s receipt of the email
14.1.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given if sent by email to the email address that We have in Our records for You, upon the earlier of Your receipt of the email, or two (2) Business Days after We sent the email (provided that We did not receive a message indicating that the delivery of the email was unsuccessful);
14.2 You may submit any consumer complaints concerning SKYLECT to email@example.com, or by mail to the applicable office identified in the “Contact Us” section of the Website.
15. Governing Law
15.1 With regard to the Products and Services You purchased from SKYLECT Pty Ltd:
15.1.1 this Agreement shall be governed by, construed and enforced in accordance with the laws of the Australia and the State of Queensland, without giving effect to any conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded;
15.1.2 subject to Clause 16 (Disputes), the exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate the State of Queensland state court sitting in the Gold Coast and You hereby consent to the exclusive jurisdiction of such courts; and
15.1.3 You and SKYLECT Pty Ltd. expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court.
15.2 You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause SKYLECT irreparable injury for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, SKYLECT shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement, without the necessity of proving actual damages, or posting a bond, even if otherwise normally required.
16.1 With the exception of injunctive relief (which either party may seek as they deem necessary to avoid irreparable damage or preserve the status quo), any dispute between the parties arising out of or related to this Agreement shall be resolved as follows:
16.1.1 Upon the written request of either party, each party will appoint a designated representative whose task it will be to meet for the purpose of resolving such dispute. Each designated representative shall have the authority to reach a binding resolution of the dispute through amiable discussions, the exchange of documents, and/or meetings. The designated representatives shall negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding relating thereto.
16.1.2 All disputes that have not been resolved by the designated representatives within thirty (30) days after said initial written request by one of the parties to appoint a designated representative, shall be resolved by the courts specified in Clause 15.1 with regard to the Products and Services You purchased from SKYLECT Pty Ltd, upon the filing of an action by either party with said courts, upon the filing of an action by either party with said courts.
16.2 Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing party in any proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys’ fees, from the other party.
17.1 SKYLECT’s failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond SKYLECT’s reasonable control.
17.2 In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect. In the event of a conflict among the terms and conditions of this Agreement and the terms and conditions of any Order, the terms and conditions of this Agreement shall prevail. You agree that the terms and conditions of any purchase order, or other documents (even if accepted by SKYLECT) used by You in connection with the Products and Services or this Agreement shall be for administrative purposes only and shall have no legal force or effect, notwithstanding any language to the contrary in any such documents.
17.3 SKYLECT reserves the right to change this Agreement at any time by posting notice of the changes on the Website. You will be deemed to have been made aware of, and will be subject to, the changes to this Agreement after such notice has been posted. Your continued use of the Products and Services, the Website, or any materials or services accessible through the Website, shall constitute Your acceptance of the changes. If You do not agree to the changes, Your sole remedy shall be to discontinue use of the Products and Services and not place new Orders for Products and Services. No delay or failure by SKYLECT in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by SKYLECT of any provision of this Agreement.
17.4 Your Order and this Agreement are personal to You. You shall not assign Your rights or delegate Your obligations under this Agreement, in whole or in part, without the prior written consent of SKYLECT. Any attempted assignment or delegation by You shall be voidable ab initio by SKYLECT. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
17.5 This Agreement shall not be construed as creating any agency, partnership or joint venture between SKYLECT and You.
17.6 The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words “shall,” “agree” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, and the singular includes the plural and vice versa. “Business Day” shall mean Monday through Friday, excluding New Year’s Day, Christmas Day, and other SKYLECT holidays. All time period references in the Agreement to “days” other than “Business Days” shall be deemed to refer to calendar days. All references to “days” or “Business Days” shall mean consecutive days or Business Days. This Agreement is executed in the English language. In the event this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.
18. Intellectual Property Rights
18.1 All intellectual property rights in SKYLECT shall be solely and exclusively owned by SKYLECT Pty Ltd. Users shall not, and shall not assist, authorise or encourage any third party (without prior written consent) to use any background intellectual property rights or intellectual property rights owned by SKYLECT Pty Ltd or any other third party, for any purpose other than the purpose of accessing the provided services.
18.2 Products and Services, including and without limitations, all of the Content provided (e.g., 3D models and assets, applications, educational material, tests, quizzes, interactive tools, audio-visual content, photographs, images, illustrations, graphics, video, copy, software, and any other content), all of the information, data, text, images, graphics and other content and information, code, software, data and material displayed on or otherwise made available or accessible through Products and Services, including as contained in any advertisements and the “look and feel” of such Content, collectively called “SKYLECT IP”, provided by SKYLECT are the property of SKYLECT, (or its affiliates, or its licensors) and are protected by copyright, trademark, patent, trade secret, know-how, ideas, technical information, user interfaces, processes, “look and feel,” improvements and modifications (collectively “IP Rights”), and other intellectual property laws. No rights or licenses are granted to You to use the data, trademarks, logos, service marks, and trade names under this Agreement, except as expressly set forth herein, and SKYLECT reserves all rights, title, and interest therein to (a) Products and Services and/or the Website, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing, and You acknowledge and agree that SKYLECT retain all of the IP Rights; When You, as a user of Products and Services, use or download Content from Products and Services, You do not acquire any ownership of any such SKYLECT IP.
18.3 Postings: Our Services may provide You with an opportunity to submit, post, email or otherwise make available comments, reviews and feedback via Our Products and Services (collectively, “User Postings”). ”Posts” means all content submitted, posted, published, or distributed on SKYLECT by you or other users of SKYLECT, including but not limited to all forum posts, wiki edits, notes, questions, comments, videos, recordings and file uploads. You represent and warrant that: (a) you own the Posting by you on or through the platform, Products and Services, or otherwise have the right to grant the license set forth in this Agreement; (b) the Posting of your User Content on the Products and Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (c) the Posting of your User Content on the Products and Services will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (d) the Posting of your User Content on Products and Services does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on Products and Services.
18.3.1 You hereby grant to Us a non-exclusive, royalty free, irrevocable, perpetual license to use Your User Postings throughout the world for any purpose, in any form or format, on or through any media now known or hereafter developed, including the right to modify, edit, create derivative works and translate such User Postings. All User Postings are and will be considered non-confidential and non-proprietary. User Postings do not reflect the views of SKYLECT, and You understand that by using Products and Services, You may be exposed to other people’s User Postings that could be offensive, indecent or objectionable and, as such, SKYLECT does not guarantee the accuracy, integrity, quality or content of any User Postings. We have the right, but not the obligation, to review any User Posting and to delete, remove, move, edit or reject, without notice to You, for any reason or for no reason.
18.3.2 Under no circumstances shall SKYLECT be liable in any way for User Postings, including, without limitation, errors or omissions in any User Postings, or any loss or damage of any kind incurred as a result of any User Postings made available.
18.4 Restrictions: Users shall not, and shall not assist, authorise or encourage any third party (without prior written consent) to:
use or transmit any background intellectual property rights or intellectual property rights owned by SKYLECT or any other acknowledged third party, or to any other website or network for any purpose other than the purpose of accessing medical and allied-health sciences e-learning, training and/or e-commerce activities via SKYLECT under this Agreement;or
copy, reverse engineer, disassemble or decompile the content or any portion thereof, nor permit any third party to do so.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of SKYLECT includes non-public information regarding features, functionality and performance of Products and Services. Proprietary Information of customer includes non-public data provided by You to SKYLECT to enable the provision of Products and Services. You agree: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of Products and Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
18.5 Except as We expressly permit (or with respect to certain Provider’s Content, unless You are the Content Provider of such Provider’s Content), You have no right, title or interest in any of the intellectual property in or associated with Products and Services or the Website, including, without limitation, patent, download, display, copyright, copy, distribute, perform, trade secret, know-how, ideas, technical information, user interfaces, processes, “look and feel,” improvements and modifications, and You acknowledge and agree that SKYLECT retain all of the aforementioned rights or else SKYLECT IP. The framing or scraping of or in-line linking to Products and Services or any Provider’s Content (unless You are the Content Provider of such Provider’s Content) or SKYLECT IP, and/or the use of web crawler, spidering or other automated means to access, copy, index, process and/or store any SKYLECT IP or content, other than as expressly authorized by Us, is prohibited. You further agree to abide by any exclusionary protocols (e.g., Robots.txt, Automated Content Access Protocol (ACAP), etc.) used in connection with Products and Services. Additionally, You are not permitted to alter, delete or conceal in any manner any copyright, Trademarks, or other notices contained on Products and Services, including, without limitation, notices on any Provider’s Content (unless You are the Content Provider of such Provider’s Content) or SKYLECT IP You transmit, display, print, stream or reproduce from Products and Services. Any unauthorized or prohibited use of any SKYLECT IP, Provider’s Content, or Provider’s Content Information may violate or infringe copyright and other laws of Queensland, Australia and other countries, as well as applicable local and state laws, and may subject You to liability for such unauthorized use.