This website (https://upschool.co//) is owned and operated by The Magical Learning Company Pty Ltd (ACN 649 465 869) (TMLC). By accessing, using, registering with, visiting, viewing or interacting with this website or its content, You explicitly agree to be irrevocably bound by the following Terms and Conditions. If you do not agree, please cease accessing this website and content immediately.

1.           
AGREED TERMS

1.1         In this Agreement

a)    a reference to “You”, “Your” or “Customer” is a reference to any user, customer, client or subscriber or otherwise that accesses TMLC’s Services including:

                              
i.       
A registered School that has as its major activity the provision of education, either primary or secondary (or
both) or of a kind, or for children of a kind, prescribed by the Regulations, and/or;

                             
ii.       
A Person, defined as any individual, business, company, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organisation or government or any agency or political subdivision thereof.

b)    Claim means any claim, demand or cause of action whether arising in contract, tort, under statute or otherwise;

c)    Confidential information means any and all information in oral, visual, written, electronic or other form which is:

                            
iii.       
relating to or concerning the parties, their goods or
Software or their partners, including any and all relevant:

A.   
design, specification and content of the TMLC IP;

B.   
terms upon which the TMLC IP is being supplied,
installed and supported pursuant to this Agreement;

C.  
know-how or trade secrets;

D.  
information about the business affairs, personnel,
policies, business strategies, activities and practices of the parties or their
partners; and

E.   
personal information for the purposes of the Privacy
Act 1988 (Cth) or its equivalent in the Jurisdiction;

                            
iv.       
lawfully disclosed to or acquired by the parties or a
third party under or in connection with this Agreement or the terms of any
prior agreements between the parties; or

                             
v.       
generally not publicly available;

but does NOT include any information which the recipient party can prove:

                            
vi.       
has lawfully been in a party’s possession before
disclosure or acquisition by the other party under or in connection with this
Agreement;

                           
vii.       
has lawfully become publicly available through no fault
of any person owing an obligation of confidence to a party; or

                          
viii.       
was lawfully received from another person who had the
unrestricted legal right to disclose that information free from any obligation
to keep it confidential

d)    Intellectual Property Rights means any and all rights in respect of or in
connection with any copyright (including future copyright and rights in the
nature of or analogous to copyright), inventions (including patents), designs
or trade marks throughout the world, whether such rights are afforded
protection by a system of registration or not, and includes all rights to apply
for registration of such rights where applicable, the right to take action and
obtain any damages and/or other remedies (including an account of profits) for
past infringement of, or wrongful interference with those rights.

e)    Jurisdiction means Victoria, Australia.

f)     Loss means
any liability, cost or expense suffered or incurred by a party (whether actual
or contingent);

g)    TMLC IP means all
present and future rights to industrial and intellectual property including,
without limitation, any inventions and improvements, trade marks (whether
registered or common law trade marks), design, copyright, any corresponding
property rights under the laws of any jurisdiction and any rights in respect of
an invention, discovery, trade secret, secret process, know-how, concept, idea,
information, process, data or formula, techniques and Confidential Information
of TMLC;

2.           
THE SERVICES

2.1         
TMLC makes use
of its online platforms to provide products
and services to its users. These online platforms
include Upschool.co and Kindbox.com, and may contain learning materials,
videos, downloadable content and other content, as well as other products and
services. You may be permitted to upload content on these platforms, subject to
TMLC’s explicit approval, and You agree that all uploaded content may be
accessible to others subject to the terms and conditions of this Agreement.

2.2         
TMLC may allow You access to its physical premises
at 1/26 Lacey Street Croydon Victoria Australia for the purpose of training,
education or any other purpose as determined by TMLC, subject to TMLC’s
explicit approval.

2.3         
TMLC may provide, or allow You to provide,
physical spaces at Your premises for the purpose of TMLC’s operations including
Upschool.co or Kindbox.com, such as Kindbox Community Hubs, shipping
containers, or other. This may involve a retail space, learning space, or any
other space, structure or building as determined by TMLC, supplied to or by You from
time to time.

2.4         
You wish to access and
use TMLC’s learning resources and content, and to upload and share work
produced.

2.5         
By registering for and/or using the Services,
You have agreed to all terms and conditions governing the use of the Services
including the Acceptable Use Policy outlined in this Agreement and in Schedule
1, Privacy Policy and Privacy Collection Notice. TMLC reserves the right to
update the Acceptable Use Policy or Agreement any time, effective upon a
notification via the Services or via an email address you have registered with
TMLC. Your continued use of the Services
will be deemed acceptance to any variation of the Acceptable Use Policy.

2.6         
TMLC reserves the right to change these terms at
any time in the absence of any other agreement in writing between You and the
TMLC.  Any change shall become effective
upon a notification via the Services or via an email address you have
registered with TMLC or an email address that you have subsequently provided to
the TMLC. It is your obligation to ensure that you have read, understood and
agree to any changes in the terms if notified. Your continued use of the Services will be deemed acceptance to any
variation of these terms.

3.           
THE ROLE OF YOU

3.1         
You will utilise educational materials and learning resources provided
by TMLC.

3.2         
You will be responsible for the correct use and
administering of TMLC’s materials, resources and content for the achievement of
TMLC’s desired outcomes, in line with the terms and conditions of this Agreement.

3.3         
You will be fully responsible for any/all
liabilities, OHS incidents and/or any legal matters either indirectly or
directly arising from using any of TMLC’s learning materials, resources,
products, and/or from participating in any activities as prescribed or implied
by TMLC.

3.4         
You will supply all relevant materials necessary
for the undertaking of any/all courses and/or lessons offered by TMLC, including
all stationery, computers, physical objects, classrooms, outdoor spaces and
other necessary items, structures and resources that have not been, nor will
be, supplied by TMLC.

3.5         
Nothing in this Agreement, imposes an obligation
on TMLC to assume any responsibility for (or bear the risk in) any materials or
equipment owned, leased or used by You when undertaking any courses or lessons
offered by TMLC.

3.6         
You will undertake lessons, use course
materials, resources or other activities related to TMLC at suitably safe,
adequate, comfortable premises compliant with any regulations.

3.7         
Nothing in this Agreement, imposes an obligation
on TMLC to assume any responsibility for (or bear the risk in) any premises
owned, leased or used by You when undertaking any courses or lessons offered by
TMLC.

3.8         
You will undertake retail activities pertaining
to TMLC whilst ensuring all products delivered, received, handled, stored,
packed and posted are safe, secure and kept in the condition received, and will
ensure no damage or harm comes to the items. All ownership resides with TMLC
unless otherwise advised by TMLC in writing, including via a paid invoice.
Any/all funds derived from the sale of products at prices set by TMLC are owned
by TMLC and are not to be used, shared or distributed to anyone other than TMLC
unless otherwise agreed by TMLC in writing.

3.9         
You must, at your own cost, take out and keep
current adequate insurance to protect TMLC’s interests and to ensure You have
adequate protection against any/all liabilities arising from Your
responsibilities, liabilities and assumed liabilities outlined in this Agreement.

3.10      
You will ensure that all work produced as a
result of participation in any activity, lesson or request of TMLC is free from
explicit, harmful, discriminatory, illegal, bullying or any other type of
unacceptable material at all times, as outlined in Schedule 1. TMLC is not
responsible nor liable for any material produced by You or by students in Your
care.

3.11      
You must ensure any/all funds raised as part of
any/all fundraising activities, purchases, financial transactions of any sort,
related to TMLC or any business introduced to You by TMLC, associated with
TMLC, or related to any cause listed or advertised by TMLC are kept safe at all
times and provided to TMLC in full. You warrant that you have the authority to
collect these funds, have clear control of these funds, and can provide to TMLC
without any encumbrances, caveats or any other liability which may negatively
affect the value or ownership of the funds. For the avoidance of doubt, funds
must not be the proceeds of crime, stolen or not lawfully allowed to be
provided to TMLC. The ownership of funds rests with TMLC for the purposes
intended by TMLC including supporting related causes or projects at TMLC’s
determination.

3.12      
You agree to protect the interests of TMLC at
all times, including behaving in an ethical, morally acceptable way, ensuring
best practice and high quality standards are met at all times.

3.13      
You agree to adhere to the terms and conditions
outlined in this Agreement, and to the terms and conditions outlined in
Schedule 1 (Acceptable Use Policy) attached to this Agreement.

4.           
 THE ROLE OF TMLC

4.1         
To provide learning resources, online content,
downloadable materials, course materials, retail supplies, and any other
resource deemed necessary by TMLC for the adequate delivery of learning and
teaching of course content, other than those listed in Clause 1.4. TMLC does
not warrant or guarantee that any of these materials or resources are suitable
for use in any context, nor will achieve any desired outcome.

4.2         
You acknowledge and agree that TMLC may
publicise learning activities, work produced or other aspects of learning and
teaching related to TMLC’s course content via media channels and mediums
selected by TMLC, and it is expressly agreed by You that You or any individual
or group participating in TMLC’s activities, programs or courses agree to allow
this to occur and to release to TMLC any/all permissions to use these materials
in any which way as determined by TMLC for the purpose of marketing and
promoting TMLC, You, the work generated and/or outcomes achieved by
participating in TMLC’s courses.

5.           
INDEMNITY

5.1         
You hereby indemnify TMLC and will keep them
indemnified from and against all Loss or any Claims made against TMLC (whether
by You or otherwise), arising from or in connection with:

a)   
any breach of this Agreement by You or students in Your
care;

b)   
any wrongful or negligent act or omission by You or
students in Your care;

c)   
use of the services in accordance with this Agreement
and the Acceptable Use Policy by You or students in Your care.

5.2         
The provisions of this clause shall survive the expiration
or termination of this Agreement.

6.           
TMLC’s MAXIMUM LIABILITY

6.1         
Notwithstanding anything else contained in this
Agreement, the maximum aggregate liability of TMLC for all proven Loss and/or
Claim arising out of this Agreement, including liability for breach, in
negligence or in tort or for any other common law or statutory action, is
limited to the sum of the amounts paid by You to TMLC under this Agreement in
the 12-month period immediately prior to the notice of the then current Claim.

6.2         
Despite any other clause, TMLC is not liable to You
or to any other person for:

a)   
any losses or damages of any kind caused by or
resulting from any wrongful, wilful or negligent act or omission of You or any
of your officers, employees, agents or contractors, or any other third party;

b)   
any indirect, incidental, consequential or damage, economic
loss or loss of profits howsoever described or claimed;

c)   
any Claim or Loss in respect of personal injury or the
death of any person or loss of, or damage to, property resulting from any
default, unlawful act or omission or any negligence by You, your officers,
employees or agents.

6.3         
Notwithstanding any other provision contained in
this Agreement the extent TMLC shall be liable to compensate You under this
Agreement shall be reduced in proportion to the extent that You caused or
contributed to its loss.

6.4         
You must take all reasonable steps to mitigate
any loss or damage arising from the exercise of this Agreement.

6.5         
The provisions of this clause shall survive the
expiration or termination of this Agreement.

6.6         
 By
receiving, setting up, using and/or establishing Kindbox Community Hubs, or
similar facilities, at any location, You agree to indemnify TMLC from any/all
liabilities related to establishing, operating and maintaining these
facilities. As such, You agree to take full responsibility for all liabilities,
legal responsibilities and events of any nature related to Kindbox Community
Hubs or similar.

7.           
YOUR
WARRANTIES

7.1         
You
warrant that You:

a)    have
sufficient rights and consents to provide any data (including Personal
Information and sensitive information, as those terms are defined in the
Privacy Act 1988 (Cth), or its equivalent in the Jurisdiction, to TMLC for use
of that data in accordance with this Agreement (including for sales and
marketing purposes);

b)    have
the resources, skills, knowledge, experience and abilities necessary to perform
Your obligations under this Agreement; 

c)    will
at all times comply with all applicable laws and regulations and hold all
necessary approvals, rights and licences to use the Services; and

d)    will
ensure that each student agrees to the TMLC Website Terms of Use, Privacy
Policy and Privacy Collection Notice prior to or at the time of using the
Services.

7.2         
You
warrant that each warranty contained in this Agreement is correct and not
misleading on each date between (and including) the date this Agreement is
signed and the date this Agreement is terminated.

8.           
IMPLIED WARRANTIES

8.1         
Nothing
in this Agreement excludes, restricts or modifies any condition, warranty,
right or remedy conferred on the parties by the Competition and Consumer Act
2010 (Cth), or its equivalent in the Jurisdiction, or any other applicable
law that cannot be excluded, restricted or modified by agreement.

8.2         
Subject
to sub-clause (6.1) above, any representation, warranty,
condition or undertaking that would be implied in this Agreement by
legislation, common law, equity, trade, custom or usage is excluded to the
maximum extent permitted by law.

8.3         
To the
fullest extent permitted by law, the liability of TMLC for a breach of a
non-excludable condition or warranty referred to in sub-clause (6.1) is limited, at TMLC’s option, to:

a)   
the supplying of the Services again; or

b)   
the payment of the cost of having the Services supplied
again.

8.4         
The provisions of this clause shall survive the
expiration or termination of this Agreement.

9.           
THIRD PARTY
MATERIALS

9.1         
Notwithstanding anything contained in this
Agreement, to the maximum extent permitted by law, You acknowledges and agree
that TMLC will not be liable for any Claim and/or Loss incurred by You arising
directly or indirectly from the use of any third party materials.

9.2         
You acknowledge and agree that none of Your
obligations under this Agreement are conditional upon any third party’s
performance or non-performance of its obligations to You.

9.3         
The provisions of this clause shall survive the
expiration or termination of this Agreement.

10.         
TMLC
INTELLECTUAL PROPERTY

10.1        You acknowledge and agree that:

a)   
the Services contain TMLC IP;

b)   
nothing in this Agreement affects ownership of the TMLC
IP;

c)   
any improvements to the TMLC IP vests in TMLC
immediately upon creation or acquisition and You will execute and ensure that
your students, employees, agents, contractors and personnel execute all
documents that are necessary or desirable to ensure any improvements become and
remain vested in TMLC;

d)   
all right, title and interest in and to the TMLC IP
together with all goodwill attaching to any of it remains at all times the
absolute property of TMLC and will not be altered, transferred or assigned
merely by virtue of that item’s use for the purposes of this Agreement;

e)   
you do not obtain any rights by virtue of your use of
any TMLC IP;

f)    
TMLC does not warrant the accuracy or completeness of
the TMLC IP nor that it is free from error;

g)   
You are solely responsible for the use, supervision,
management and control of the TMLC IP while using the Services; and

h)   
You will not file for or in any way assist or be
concerned with the registration of any Intellectual Property Rights relating to
the TMLC IP in any country of the world except where such registration is to
the benefit of TMLC, in which case, You will hold it on trust absolutely for
TMLC.

10.2       Without
TMLC’s written permission, You must not and must not allow any third party to:

a)   
access or use the TMLC IP for any purpose other than as
authorised under the terms of this Agreement;

b)   
reproduce, publish, perform or communicate to the
public, any aspect of the TMLC IP other than as authorised under the terms of
this Agreement;

c)   
use, copy, modify, alter, reproduce or exploit the TMLC
IP for any purpose other than as authorised under the terms of this Agreement
or in any way that could:

                                              
i.       
damage the reputation of TMLC;

                                             
ii.       
jeopardise any Intellectual Property Rights of TMLC;

                                            
iii.       
cause TMLC or the TMLC IP to be brought into disrepute;

d)   
deface, hide, modify, alter or remove any notices
concerning the Intellectual Property Rights applied to any of the TMLC IP; 

e)   
de-compile, disassemble or otherwise reverse engineer
the TMLC IP;

f)    
sell, charge, mortgage or otherwise encumber the TMLC
IP in any way;

g)   
assert any right to any of the TMLC IP in any manner
inconsistent with Your rights under this Agreement; or

h)   
take any action which would or might invalidate,
challenge, oppose or otherwise put in dispute the validity of the TMLC IP, TMLC’s
title to the TMLC IP or TMLC’s rights to use and exploit the TMLC IP.

10.3       The
provisions of this clause shall survive the expiration or termination of this
Agreement.

      10.4      All intellectual property rights arising out of or in connection with this website are used by TMLC pursuant to a licence agreement with the owner of those intellectual property rights.

 11.         
TERMINATION

11.1       This
Agreement may be terminated by either Party at any time without notice.

11.2       A
Party may terminate this Agreement immediately in writing if the other Party
commits a material breach of the Agreement and fails to remedy the breach
within five days of receiving written notice from the Terminating Party
requiring it to do so.

12.         
PUBLICITY

12.1       TMLC
may publicise activities or participation in TMLC’s programs as reasonably
determined by TMLC in consultation with You. You will cooperate with any such
promotion which will be run at TMLC’s cost.

12.2       If
You wish to run Your own promotion of TMLC, this will be at Your cost and is
subject to clauses 11.4and
11.5.

12.3       Any
press releases or other publicity material related to TMLC which You issue must
be consistent with TMLC’s guidelines for publication provided to You from time
to time and upon request.

12.4      
You may not use TMLCs intellectual property
without prior written agreement. In particular, You must not use TMLC names or
logos (including but not limited to Upschool and/or Kindbox and any other
associated trade marks or trading names owned or used by TMLC) in any publicity
or promotional material without the prior written approval of TMLC. If
requested by TMLC, You agree to cease using all TMLC related material,
branding, logos and trade marks immediately.

12.5      
Ownership in all trade marks (registered or
otherwise), logos and other intellectual property associated with the TMLC
remains with TMLC.

13.         
CONFIDENTIALITY

13.1      
Each Party agrees to ensure that the
Confidential Information of the other party (Disclosing Party) is kept
confidential.

13.2      
A party who receives the Disclosing Party’s
Confidential Information (Receiving Party) must not, without the express
prior written consent of the Disclosing Party:

a)   
directly or indirectly divulge or communicate or
otherwise disclose the Confidential Information of the Disclosing Party, in
whole or part, to any third party; or

b)   
use any of the Confidential Information of the
Disclosing Party for any purpose other than exercising its rights or fulfilling
its obligations under this Agreement.

13.3       A
Receiving Party must take all precautions that are reasonably necessary to
prevent any unauthorised disclosure of the Disclosing Party’s Confidential
Information to third parties or unauthorised use of such Confidential
Information and shall inform the Disclosing Party of any suspected or actual
unauthorised disclosure or use of such Confidential Information.

13.4       A
Receiving Party will not be in breach of its obligations with respect to
disclosure of the Disclosing Party’s Confidential Information if it discloses
information that:

a)   
is, or subsequently enters, the public domain, other
than through a breach by it of its obligations under this clause.

b)   
it is required to disclose by law; or

c)   
was developed independently by it, without the use of
any of the Disclosing Party’s Confidential Information.

14.         
Payment

14.1       Fee
structure

Your Fee will be as specified by TMLC.

14.2       Payment
of Fees

You must pay the Fee to TMLC in consideration
for the provision of the Services.

14.3       Out
of pocket costs

You must pay all out of pocket expenses (if
any) paid or payable to third parties in connection with the provision of the
Services.

14.4       Tax
Invoice

a)   
TMLC will issue regular tax invoices in respect of the
fees incurred by You.

b)   
The tax invoice must specify the due date for payment
of TMLC’s fees, and any other reasonable payment terms applicable to the
provision of Services under this Agreement.

c)   
You must pay the fees specified in the tax invoice by
the due date for payment and in accordance with the payment terms set out
therein.

15.         
GST

15.1       Fees
quoted are exclusive of GST, unless expressly stated otherwise.

15.2       In
addition to the fee payable for the Services, You must pay to TMLC, on demand,
the GST payable in respect of the supply of the Services.

15.3       For
the purposes of these terms and conditions, “GST” has the same meaning as that
word is given in the A New Tax System
(Goods and Services Tax) Act 1999 (Cth) (as amended).

16.         
 INSURANCE

16.1       You
must, at Your own cost, take out and maintain the required insurance during the
use of TMLC’s materials, retail outlets, programs or content, and for a period
of at least five years after termination of the Agreement. The required
insurance must be with a reputable insurer.

16.2       The
required insurance is:

(a)          Insurance for losses howsoever
arising but including, without limitation, acts or omissions of You, TMLC, and
third parties, of up to $20 million per occurrence for public liability, pure
economic loss, property damage, environmental damage and personal injury.

(b)          Professional indemnity insurance in
respect of Your performance of obligations under this Agreement providing cover
for an amount of up to $10 million per occurrence to cover You, the School,
Person, TMLC or any third party against any liability arising under this
Agreement; and

(c)          Workers’ compensation insurance in
accordance with Applicable Law.

16.3       You
must provide TMLC with certificates of currency and any other evidence of the
required insurance that TMLC may reasonably require upon request.

16.4       Any
excess amount payable under the required insurance must be approved by TMLC
acting reasonably. If incurred, any excess is to be borne solely by You.

17.         
INCIDENT
NOTIFICATION

17.1       Upon
becoming aware of any safety issue, accident or environmental incident arising
at the School or Person, or from the provision and use of TMLC’s learning
activities, resources and any other activity, structure or requirement, You
must notify TMLC as soon as reasonably practical and, in any event, within 5
business days.

17.2       You
must also notify TMLC immediately of any material notice, breach notice,
requirement, action or proceeding issued to it or threatened to be issued by a
regulator, court, governmental agency or third party in connection with TMLC,
You or the TMLC’s products or services.

18.         
RELATIONSHIP OF PARTIES

18.1       Nothing
in this Agreement is or is taken to be a relationship of master and servant,
partnership or joint venture between the Parties.

18.2       Except
as expressly provided in this Agreement, neither Party has authority or power
to bind the other party to a contract or commitment or create a liability
against the other party.

19.         
ASSIGNMENT

19.1       The
rights and obligations of each party under this Agreement are personal.

19.2       Neither
Party may assign or attempt to assign or otherwise transfer any right or
obligation arising out of this Agreement without the prior written consent of
the other Party.

20.         
WAIVER

20.1       The
failure of a Party at any time to insist on performance by the other Party of
any obligation under this Agreement is not a waiver of its right:

(a)          to insist on the provision of, or to
claim damages for breach of, that obligation unless that Party acknowledges in
writing that the failure is a waiver; and

(b)          at any other time to insist on
performance of that or any other obligation of the other Party under this
Agreement.

21.         
SEVERABILITY

The
whole or any part of any clause of this Agreement that is illegal or
unenforceable will be severed and will not affect the continued operation of
the remaining provisions of this Agreement.

22.         
LICENCING

22.1       You
agree that all works, designs or any other file or product that You and/or your
students submit or upload into TMLC’s online platforms or servers, or any works
submitted to TMLC in any form, are immediately and exclusively licensed to TMLC
free of charge.

22.2       You
explicitly permit TMLC to use, replicate, reproduce, print, copy, retail,
distribute or otherwise make any and full use of the design or product
submitted by You or your students without charge and without recourse. For the
avoidance of doubt, if You or your students upload any file, design or other
product or work into TMLC’s platforms, You agree to allow TMLC free use of
these items for any purpose and have no claim to any royalties, payments or any
other entitlement as a result of TMLC’s use of it.

23.         
 AVAILABILITY OF THE SERVICES

23.1       TMLC
may, in its sole discretion, make enhancements, updates or new releases of the
materials available through its platforms from time to time in order to enhance
or improve the functionality or operation of the Services or comply with
legislative requirements.

23.2       TMLC
will use its best endeavours to maintain the reliability and efficiency of its
products and services subject to unscheduled interruptions to the availability
of its products and services due to factors beyond TMLC’s control – including
any actions by You or third parties, including telecommunications providers.
You will communicate any difficulties encountered with the TMLC’s products and
services to TMLC as soon as is reasonably practicable following detection.

24.         
ACKNOWLEDGEMENTS

24.1       You
acknowledge that complex software is never wholly free from defects, errors and
bugs; and subject to the other provisions of this Agreement, TMLC gives no
warranty or representation that their products and services will be wholly free
from defects, errors and bugs. Among other things, the operation and
availability of the systems used for accessing TMLC’s platforms, including
public telephone services, computer networks and the Internet, can be
unpredictable and may from time to time interfere with or prevent access to it.
You acknowledge that TMLC or its suppliers are not in any way responsible for
any such interference or prevention of your access or use of TMLC’s products
and services, and will not hold TMLC or its suppliers liable for any disruption
to Services.

24.2       You
acknowledge that complex software is never entirely free from security
vulnerabilities; and subject to the other provisions of this Agreement, TMLC
will take reasonable steps to ensure that its platforms are secure. You
acknowledge that You will not hold TMLC liable for any failure in protecting
the privacy, security or integrity of material provided by You to TMLC,
provided to You by TMLC, uploaded by You, or any other failure related to
interacting with TMLC or participating in its programs, registration, platforms
or content.

24.3       You
acknowledge that it is Your sole responsibility to determine that TMLC’s
products and services meet Your needs.

24.4       You
acknowledge the TMLC’s products and services do not of themselves constitute,
and are no substitute for, Your own identification of, and compliance with,
applicable laws and regulations in your jurisdiction.

24.5       TMLC
does not provide any warranty regarding the ability of its products and
services to ensure your compliance with all applicable laws and regulations in
your jurisdiction

24.6       You
acknowledge that TMLC does not purport to provide any legal advice, nor comply
with any applicable law, by providing the products and services under this
Agreement. 

25.         
GOVERNING
LAW

This Agreement will be governed by the laws of Victoria, Australia and
the parties agree to submit to the non-exclusive jurisdiction of the courts in
that jurisdiction.

Schedule 1
(Acceptable Use Policy)

1. Introduction

1.1       This
acceptable use policy (the “Policy”) sets out the rules governing:

1.2       By using
the Service, You agree to the rules set out in this Policy.

1.3       We will
ask for your express agreement to the terms of this Policy before you submit
any Content or otherwise use the Service.

2. General usage
rules

2.1       You must
not use the Service in any way that causes, or may cause, damage to the Service
or impairment of the availability or accessibility of the Service.

2.2       You must
not use the Service:

2.3       You must
not:

2.4       You must
ensure that all Content complies with the provisions of this Policy.

3. Unlawful
Content

3.1       Content
must not be illegal or unlawful, must not infringe any person’s legal rights,
and must not be capable of giving rise to legal action against any person (in
each case in any jurisdiction and under any applicable law).

3.2       Content,
and the use of Content by us in any manner licensed or otherwise authorised by
you, must not:

3.3       You must
ensure that Content is not and has never been the subject of any threatened or
actual legal proceedings or other similar complaint.

4. Graphic
material

Content must be appropriate for all persons who have
access to or are likely to access the Content in question.

5. Factual
accuracy

5.1       Content
must not be untrue, false, inaccurate or misleading.

5.2       Statements
of fact contained in Content and relating to persons (legal or natural) must be
true; and statements of opinion contained in Content and relating to persons
(legal or natural) must be reasonable, be honestly held and indicate the basis
of the opinion.

6. Negligent
advice

6.1       Content
must not consist of or contain any advice, instructions or other information
that may be acted upon and could, if acted upon, cause death, illness or
personal injury, damage to property, or any other loss or damage.

7.
Etiquette

7.1       Content
must be appropriate, civil and tasteful, and accord with generally accepted
standards of etiquette and behaviour on the internet.

7.2       Content
must not be offensive, deceptive, threatening, abusive, harassing, menacing,
hateful, discriminatory or inflammatory.

7.3       Content
must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4       You
must not use the Service to publish any material intended to insult, including
such directed at a particular person or group of people.

7.5       You
must not use the Service for the purpose of deliberately upsetting or offending
others.

7.6       You
must not unnecessarily flood the Service with material relating to a particular
subject or subject area, whether alone or in conjunction with others.

8.
Marketing and spam

8.1       You
must not without our written permission use the Service for any purpose
relating to the marketing, advertising, promotion, sale or supply of any
product, service or commercial offering unrelated to the use of the Software
and the Service.

8.2       Content
must not constitute or contain spam, and you must not use the Service to store
or transmit spam – which for these purposes shall include all unlawful
marketing communications and unsolicited commercial communications.

8.3       Any
use of the Services which may damage, disable or overload the Service
Provider’s infrastructure or interfere with the enjoyment of the Services by
other users is prohibited.  In the event
of non-compliance, TMLC reserves the right to immediately block or limit access
to the Services or any part of the Services without notice and without refund
or any form of compensation.

9.
Gambling

You must not use the Service for any
purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize
competitions or any gambling-related activity.

10.
Monitoring

You acknowledge that we do not
actively monitor the Content or the use of the Service.

11.
Harmful software

11.1     The
Content must not contain or consist of, and you must not promote or distribute
by means of the Service, any viruses, worms, spyware, adware or other harmful
or malicious software, programs, routines, applications or technologies.

11.2     The
Content must not contain or consist of, and you must not promote or distribute
by means of the Service, any software, programs, routines, applications or
technologies that will or may have a material negative effect upon the
performance of a computer or introduce material security risks to a computer.

12.
Use of Data by TMLC

12.1     To
enable TMLC to pursue its legitimate interests, including the provision of
products and services, You are informed and agree that TMLC may transmit data
to third party providers, including providers domiciled outside of Australia.

12.2     You
expressly agree that TMLC is permitted to undertake such activities for
whatever purpose deemed appropriate by TMLC. This will include transferring of
uploaded files to third-party printers to produce physical copies of stories
produced by You or Your students. You agree that you will not prevent this
activity, nor will you hold TMLC responsible for any liabilities or legal
issues that may arise as a result of doing so. You are responsible for ensuring
that the content You or Your students upload onto TMLC’s platforms are suitable
for printing in any location around the world and that the content complies
with the applicable laws and regulations in each country.

13. Using TMLC’s Products and Services at Your Own Risk

 13.1     You use TMLC’s products and services at your own risk.

13.2     TMLC
does not review or edit content for legal issues, uploaded or otherwise, and is
not in a position to determine the legality of content. TMLC does not exercise
any editorial control over content uploaded onto the platform and, as such,
does not guarantee in any manner the reliability, validity, accuracy, or
truthfulness of the content. If You access content, you rely on any information
provided at your own risk.

13.3     By
using the Services, you may be exposed to content that you consider offensive,
indecent, or objectionable. TMLC has no responsibility to keep such content
from you and no liability for your access or enrolment in any course or other
content, to the extent permissible under applicable law. This also applies to
any content relating to health, wellness, and physical exercise. You
acknowledge the inherent risks and dangers in the strenuous nature of these
types of content, and by accessing such content You choose to assume those
risks voluntarily, including risk of illness, bodily injury, disability, or
death. You assume full responsibility for the choices You make before, during,
and after your access to the content.

13.4     When
you use TMLC’s Services, You may find links to other websites that TMLC doesn’t
own or control, including but not limited to sites such as Canva.com.
YouTube.com and Vimeo.com. TMLC is not responsible for the content or any other
aspect of these third-party sites, including their collection of information
about You. You should also read their terms and conditions and privacy
policies.

14. TMLC’s Rights

14.1 TMLC owns its platform and
Services, including the website, present or future apps and services, and
things like TMLC’s logos, API, code, and content created by TMLC’s employees.
You cannot tamper with those or use them without authorization.

14.2 All right, title, and interest in
and to TMLC’s platforms and Services, including its website, existing or future
applications, APIs, databases, and the content its employees or users submit or
provide through its Services are and will remain the exclusive property of
TMLC.

14.3 TMLC’s platforms and services are
protected by copyright, trademark, and other laws of both Australia and foreign
countries. Nothing gives you a right to use the TMLC’s name or any trademarks,
logos, domain names, and other distinctive brand features. Any feedback,
comments, or suggestions you may provide regarding TMLC or the Services is
entirely voluntary and TMLC will be free to use such feedback, comments, or
suggestions as they see fit and without any obligation to You.

You may not do any of the following
while accessing or using TMLC’s platform and Services:

●     access,
tamper with, or use non-public areas of the platform (including content
storage), TMLC’s computer systems, or the technical delivery systems of TMLC’s
service providers.

●     disable,
interfere with, or try to circumvent any of the features of the platforms
related to security or probe, scan, or test the vulnerability of any of TMLC’s
systems.

●     copy,
modify, create a derivative work of, reverse engineer, reverse assemble, or
otherwise attempt to discover any source code of or content on TMLC’s platform
or Services.

●     access
or search or attempt to access or search TMLC’s platforms by any means
(automated or otherwise) other than through our currently available search
functionalities that are provided via TMLC’s websites, mobile apps, or API (and
only pursuant to those API terms and conditions). You may not scrape, spider,
use a robot, or use other automated means of any kind to access the Services.

●    
in any way use the Services to send altered, deceptive,
or false source-identifying information (such as sending email communications
falsely appearing as TMLC); or interfere with, or disrupt, (or attempt to do
so), the access of any user, host, or network, including, without limitation,
sending a virus, overloading, flooding, spamming, or mail-bombing the platforms
or services, or in any other manner interfering with or creating an undue
burden on the Services.