This Agreement provides the terms and conditions by which You may access, download, and use an Individual Training Snippet provided by Training Snippets on the Site.
1.1 By selecting “I agree” you accept this Agreement either for yourself or on behalf of your employer or the entity identified as the account holder and agree to be bound by the terms and conditions of this Agreement.
1.2 If you are accepting on behalf of your employer or the entity that is the account holder, You warrant and represent that you have full legal authority to bind your employer or such entity representing the account holder.
1.3 This Agreement is set up as a user determined document and is an “ Individual Training Snippet Licence Agreement”. Should You require a broader licence to use the Content for commercial purpose including the right to sub-license the Content to a third party for their non-commercial use, you should contact us and arrange an appropriate licence.
“Agreement” means this Individual Training Snippet Licence Agreement;
“Content” means the Individual Training Snippet video, Training Notes and Quiz Questions that are being licenced to You and includes any photographic, illustrations, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material.
“Individual Training Snippet” means the training video that that You download from the Site together with any accompanying material which We make available to You from time to time
“Download Content Fee” has the definition given under clause 5.2;
“Licence” means the licence granted to You by Us under clause 4.1 of this Agreement;
“Site” means the Training Snippets website known as www.trainingsnippets.com.au
“Term” means the term as described under clause 5;
“We” or “Us” means Training Snippets the copyright owner and/or Licensee of the Content; and
“You” means the account holder or You who may access Content on the Site subject to the terms and conditions of this Agreement and who may use the Content subject to the terms and conditions under this Agreement.
3. Ownership of Content
Ownership of the Content licensed to You under this Agreement (including ownership of the intellectual property embedded in the Content) shall remain with Us at all times. Nothing in this Agreement shall be considered to transfer or assign the intellectual property rights or other proprietary rights in the Content to You.
4. Individual Training Video Licence
4.1 Subject to the terms and conditions of this Agreement and payment of the Download Content Fee, We hereby grant You a non-exclusive, non-transferable worldwide license to use the Content for private and non-commercial training of You or the employees of your organisation (where applicable) for the Term (the “Licence”).
4.2 The Licence granted to You under clause 4.1 prohibits the use of the Content for any commercial purpose or commercial exploitation, including but not limited to any sale or resale of the Content, licensing or sub-licensing, assignment, use of Content on any website or in any commercial training program, distribution, transfer or gift the Content, incorporation of the Content with or use in conjunction or together with any other material or intellectual property for any purpose , except where otherwise agreed by Us in writing.
4.3 You agree that all rights in connection with the Content, including without limitation, all copyright and any other intellectual property rights relating to the Content are legally and beneficially owned and retained by Us, and in the event You breach the conditions of this Licence, We reserve all rights under this Agreement including the right to revoke or rescind the Licence without refund to You.
4.4 Should You require a second copy or multiple copies of the Individual Training Snippet or any Content, You must pay an additional Download Content Fee and following our acceptance of such payment, as determined by Us, You shall be entitled to download the Individual Training Snippet in accordance with the terms and conditions of this Agreement.
4.5 Notwithstanding clause 4.4, You may make one (1) copy of the Individual Training Snippet or any Content for back-up or archive purposes only, and such back-up copy shall be governed by the terms and conditions of this Agreement.
4.6 In addition to the prohibitions under clause 4.2 of the Agreement, You are prohibited from using the Individual Training Snippet or any Content for any pornographic, obscene, immoral, infringing, defamatory or libellous, illegal or unlawful purposes, or any other purposes that We would reasonably consider to bring any person or property in disrepute.
4.7 Further prohibitions include:
(a) To the extent that any source code is contained with the Content reverse engineer, decompile, or disassemble any part of such source code;
(b) remove any notice of copyright, trade-mark, or other proprietary right, or acknowledgement or audio visual production credits from any place where it is on or embedded in the Individual Training Snippet or Content or related to the Content;
(c) install the Individual Training Snippet or any Content in more than one location at a time, upload or post a copy of the Individual Training Snippet or any Content on a network server or web server, except where otherwise agreed in writing by Us (subject to any additional terms and conditions required by Us) on a case by case basis; and
(d) use or display the Individual Training Snippet or any Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer to peer or similar file sharing arrangement, except where otherwise agreed in writing by Us (subject to any additional terms and conditions required by Us) on a case by case basis.
5. Term and Download Content Fee
5.1 This Agreement is effective until it is terminated.
5.2 The Download Content Fee is a one off fee paid by You in consideration for Us granting the Licence in Clause 4.1 to be paid prior to downloading the Individual Training Snippet from this Site.
5.3 Individual Training Snippet will be delivered via download links to be provided to you via email upon receipt of payment of the Download Content Fee.
(a) cease using the Individual Training Snippet or Content for any purpose;
(b) Destroy or delete all copies and archived copy of the Individual Training Snippet and any Content and any accompanying materials; and
(c) If requested by Us, confirm in writing that you have complied with the requirements under this clause 6.
6.4 For the avoidance of doubt, if this Agreement is terminated in accordance with this clause 6, You will not be entitled to any refund of the Download Content Fee.
6.5 Clauses 4.2, 4.3, 4.6, 4.7, 6.3, 9, 10, 11 and 12 survive the termination of this Agreement.
7. Reservation of Rights
7.1 We reserve the right to elect at any time during the Term in our sole discretion to revoke or amend the terms of this Licence “Amended Licence” or replace the Individual Training Snippet and any Content available for download on the Site with such updated or alternative content “Replacement Content”.
7.2 Upon notice to You, sent to the address or contact information provided by You, or such other address as you may advise Us in writing to use from time to time:
(a) of an Amended Licence, the terms of the Amended Licence will automatically apply to the Individual Training Snippet and the Content and replace any licence granted under this Agreement; and
(b) of Replacement Content being uploaded onto the Site, the licence for the Individual Training Snippet and Content that has been replaced immediately terminates and this Licence automatically applies to the Replacement Content.
7.3 You agree to immediately cease using the Replaced Content and to take all steps to destroy, delete all copies and archived copy of the Replaced Content and any accompanying materials, and if requested by Us, confirm in writing that you have complied with the requirements under this clause.
7.4 Upon your knowledge that the Individual Training Snippet or any Content is subject to a threatened, potential or actual claim of infringement from a third party for which We may be liable, You must immediately and at your own expense:
(a) notify Us in writing, advising of the details or any such threatened, potential or actual infringement;
(b) cease using the Content ; and
(c) delete or remove the Content from your premises, computer systems and storage in formats.
In such circumstances, We shall use our best endeavours to provide You with Replacement Content (determined by Us) free of charge, but subject to the terms and conditions of this Agreement.
8.1 To the best of our belief and knowledge we warrant that:
(a) Your use of the Individual Training Snippet or any Content in accordance with the terms and conditions of this Agreement shall not infringe a third party’s intellectual property rights, and will not violate any right of privacy;
(b) To the greatest extent permitted by law, we do not warrant the accuracy of Individual Training Snippet or any Content, and the Individual Training Snippet is provided to you “AS IS” without representation, warranty or condition of any kind, either expressed or implied, including but not limited to the implied representations, warranties or conditions of merchantability or fitness for a particular purpose. We do not represent or warrant that the Individual Training Snippet or any Content will meet your requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the Individual Training Snippet or any Content is with You. Should the Individual Training Snippet or any Content prove defective, You (and not Us) assume the entire risk and cost of all necessary corrections. Without limiting the generality of the foregoing, if you are downloading Individual Training Snippet or any Content in the format of an electronic file, We do not make any representation or warranty that the Individual Training Snippet or any Content will be virus free or not harmful , disruptive, or impact on your use of your computer equipment or your property.
8.2 You warrant that prior to the use of individual training snippets you will advise any person who uses this content of the following Disclaimer:
“Viewers should not rely solely on this safety video presentation, and should seek appropriate assistance from the relevant authorities.
This video presentation has been made as a guide only and is not a substitute for a formal safety training program. It may not comply with any, or all of the applicable laws, standards, statutes, regulations or procedures that govern the viewer’s jurisdiction”.
9. Indemnity and Limitation of Liability
To the extent permitted by law, We make no express or implied warranty with respect to the Individual Training Snippet, the Site or any Content. Where We are unable to exclude liability, such liability is limited, at the option of Us, to supplying the Individual Training Snippet or any Content again or paying to You the reasonable costs of having such Individual Training Snippet or any Content supplied again by a third party. In no circumstances will the liability We are obliged to pay for the resupply of Individual Training Snippet or any Content exceed the amount paid to Us under this Agreement.
10. Indemnity by You
You agree to indemnify, defend and hold harmless Us (including our respective directors, officers, employees, shareholders, partners and agents) (collectively “the indemnified”) from and against any and all claims, liability, losses, damages, costs and expenses (including our reasonable legal costs on a solicitor and client basis) incurred by any of the indemnified as a result of or in connection with any breach or alleged breach (including a breach of warranty) by You or anyone acting on your behalf of any of the terms of this Agreement.
11. Use of Our Name
You must not represent in any way that We endorse, support or approve of You or any of you products, services, intellectual property or business unless We have given our express written consent to such representation.
12. Dispute Determination
If any dispute arises under this Agreement the parties shall endeavour to resolve that dispute by negotiation in good faith. If the dispute is not mutually resolved within one (1) calendar month of a party serving on the other party a written dispute notice, each party may by written notice to the other party require that the matter be referred to mediation. The mediator may be agreed by the parties, or failing agreement, shall be a person nominated by the President for the time being of the Law Institute of Victoria. The parties shall bear their own costs of any mediation and shall share equally the cost of the mediator and other necessary mediation expenses. The mediation will be conducted without prejudice and in confidence. If the dispute is not resolved by mediation the parties may take such other action as they consider appropriate. The operation of this clause does not preclude a party from applying for and obtaining interlocutory relief.
13. Force Majeure
We shall not be responsible or liable for any non-performance or delay in performance of any of our obligations under this Agreement that is caused by an act or event that is beyond the reasonable control by Us.
14.1 You may not assign, subcontract, novate or otherwise divest this Agreement or any of the rights or obligations under this Agreement without our prior written consent. We may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
14.2 Our failure to enforce strict performance of any provision in this Agreement shall not be construed as a waiver of any provision or right.
14.3 If any clause in this Agreement is invalid such invalid clause shall be severed from the Agreement and will not affect the validity of any other clause or clauses under this Agreement.
14.4 This Agreement may only be modified by a written amendment signed by the parties.
14.5 This Agreement is governed by the law in force in Victoria, Australia. The parties submit to the non-exclusive jurisdiction in Victoria, Australia and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement.
15. Refunds and Returns Policy
We do not offer refunds or returns for any Individual Training Snippet You purchase through our Site. If You believe the Individual Training Snippet or any Content to be defective, You may contact Us and request a replacement file. We are not responsible for playback issues arising from limitations in Your software, hardware or network.
You acknowledge that you have read this Agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Us providing the Content, You agree to be bound by the terms and conditions of this Agreement. You further agree that this Agreement is the complete agreement between You and Us which supersedes all prior agreements, proposals, oral or written statements, and all other communication between You and Us relating to the Content and subject matter of this Agreement.