Visible Classroom Terms & Conditions.
These Terms & Conditions were last updated on December 6, 2018.
a) Access Innovation Media Pty Limited (Ai-Media or “we” or “us” or “our”) of 103 Miller Street, North Sydney, NSW, 2059, Australia, owns and operates the website www.visibleclassroom.com (“Website”), the services offered on the Website, the otherwise services in connection with “Visible Classroom” that we may provide you from time to time, and the associated “Visible Classroom” application for mobile devices (the “App”) (collectively, the “Services”).
c) You acknowledge that the App is a companion tool for the Visible Classroom service. The App allows you to record lessons and send them for analysis by us and our partners, who then provide feedback on your teaching practices.
d) Please read these Terms of Service carefully before you register for or use the Services, or download the App.
e) To use the Services, you must be 18 years of age or over.
f) If you are entering into these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Service, in which case references to you shall also refer to such entity.
h) We reserve the right, at our complete discretion, to amend or modify these Terms of Service at any time. We will notify you of any changes either by replacing these Terms of Service on the Website (showing the time that it was updated), or via email, or via any other means we deem reasonable. Any changes made will become effective immediately and either your explicit consent or continued use of the Service constitutes your acceptance of the new Terms of Service. If you do not agree with any amendment or modification of these Terms of Services, then you can choose to terminate these Terms of Service at any time, by ceasing to use the App and Services and cancelling your account with us.
i) We are constantly changing and improving our Services. We may at our complete discretion, add or remove functionalities or features, and we may suspend or stop a Service altogether, including, for example, if you do not comply with this Agreement or if we are investigating suspected misconduct.
2) Ordering and paying for the Services
a) You may order Services by submitting them in writing to email@example.com (or to such other email address that we may designate from time to time), and any order must be signed by you.
b) Notwithstanding that an order may have been accepted by us, we may in our absolute discretion refuse to provide Services where:
i.) you have breached these Terms of Service; or
ii.) (without limiting subclause (i)) we have not received payment for Services previously provided to you.
c) Subject to clause 2.b, orders that are accepted by us will be fulfilled as soon as is reasonably practicable, but time is not of the essence.
d) An order for Services cannot be cancelled or varied without our prior written consent.
e) The prices and fees for our Services, as displayed on the Website or otherwise notified to you, are in Australian Dollars or US Dollars (or such other currency as we determine from time to time), and are subject to change by us from time to time. The prices and fees are exclusive of any applicable taxes.
f) You must pay for the Services in accordance with the payment period that we set out in the invoice we render you, or such longer period that we confirm in writing with you. You must pay for the Services by electronic funds transfer to our nominated bank account, so by such other method of payment that we may nominate from time to time.
b) You acknowledge and agree that:
i.) Your use of the Services includes your consent to the personal information and data regarding your involvement in the program being collected by the University of Melbourne for the purposes of the program;
ii.) Anonymised transcripts will be provided to the University of Melbourne for the purpose of providing the Services to you (to the extent that you have purchased the University of Melbourne feedback report) or for the purpose of the University of Melbourne conducting research.
iii.) We may use the transcripts for training and improving internal quality systems.
c) To the extent that any of the audio recordings that you upload to the App contain any personal information of persons under the age of 18 years, you agree and warrant that:
i.) You will comply with any applicable laws and regulations, in respect of the collection and disclosure to us of such personal information; and
ii.) You have obtained the consent of the parent(s)/legal guardian(s) of the relevant person, for the collection and disclosure of such personal information to us, and our use of the personal information;
iii.) Without prejudice to (ii), you have a lawful basis for the collection and disclosure of such personal information to us, and our use of the personal information.
4) Intellectual Property
a) In this clause:
i.) “Intellectual Property” means all copyright, designs and industrial designs, circuit layouts, trademarks service marks and commercial names and designations, trade secrets, know-how, confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields; and
ii.) “Intellectual Property Rights” means all rights in the Intellectual Property, including current and future registered and unregistered rights conferred by statute, common law or equity, in any jurisdiction.
b) All Intellectual Property Rights:
i.) in the “Visible Classroom” name and logos and all related names and logos, are the ;
ii.) the App and Website; and
iii.) any University of Melbourne report delivered to you through the App;
are owned by us or our licensors or partners.
c) The Intellectual Property Rights in the audio recordings you upload in the App and the transcripts we provide you are owned by you. However, by uploading audio recordings to the App, you hereby grant us and our affiliated companies a non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your audio recordings and the transcripts in connection with the provision of the Services and otherwise as contemplated under these Terms of Service, in any form, medium or technology now known or later developed.
d) You are granted a limited, non-exclusive licence to download and install a copy of the App on the compatible smart-phone mobile device You may use the App for your own personal non-commercial use, and in accordance with these Terms of Service.
e) Subject to clause 4.f, you may print off and download extracts of any page(s) from the App, and download and print off a copy of any University of Melbourne report delivered to you, for your personal and non-commercial use. You may draw the attention of others within your organisation to such material. Subject to clause 4.f, you may view, download, and print pages from the Website for your own personal and non-commercial use, provided you do not remove any copyright and trade mark notices contained on the material.
f) You must not:
i.) upload, repost or republish material from the Website (including to any other site on the World Wide Web);
ii.) “frame” the material on the Website or App with other material on any other World Wide Web site.
iii.) sell, rent or sub-license material from the Website or App;
iv.) show any material from the Website or App in public;
v.) reproduce, duplicate, copy or otherwise exploit material on the Website or App for a commercial purpose;
vi.) edit or otherwise modify any material on the Website or App; or
vii.) redistribute material from the Website or App.
g) Other than the limited rights granted to you in this clause 4, nothing in these Terms of Service conveys or vests to you any interest or ownership in our Intellectual Property.
h) You will not do or cause to be done any act or thing impairing or tending to impair any of our Intellectual Property Rights in connection with the App or Website.
i) In respect of any audio recordings that you upload to the App, you agree and warrant that:
i.) You are authorised to provide the audio recordings;
ii.) the audio recordings are not false, misleading or defamatory;
iii.) the audio recordings do not contain any obscene or discriminatory language;
iv.) you are the sole author of the audio recordings and owner of the Intellectual Property Rights of the audio recordings;
v.) the audio recordings do not infringe any Intellectual Property Right of a third party;
vi.) You consent to any acts or omissions by us in respect of audio recordings which might otherwise infringe your “moral rights” (as defined under the Copyright Amendment (Moral Rights) Act 2000 (Cth)); and
vii.) the audio recordings do not infringe any law, statute or regulation.
a) We do not make any warranties or guarantees in respect of our Services including without limitation, any guarantee the Services are a particular quality or standard, and are defect free. We do not promise that the Services or any content, service or feature of the Services will be error free, or that any defects will be corrected, or that your use of the Services will provide any specific results (including any results of your teaching and the academic performance of your students).
b) The Services (including the App and Website) are provided “as is” on an “as available” basis without representations or warranties of any kind, either express or implied, to the fullest extent permitted by law.
c) We do not warrant guarantee or make any representation that the Website, or the server that makes the site available on the World Wide Web are free of software viruses, free from errors, or that the Website will operate uninterrupted. We make no warranty that your access to the App will be uninterrupted, timely or error-free. Due to the nature of the Internet, this cannot be guaranteed. In addition, we may occasionally need to carry out repairs, maintenance or introduce new facilities and functions.
d) We are not in the business of providing professional advice and give no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise, of the information contained on the Website or App.
e) You assume sole responsibility for results obtained from the use of the Services and App, and for conclusions drawn from such use.
f) To the extent permitted by law, we exclude all liability to you or any other person, for any loss (including indirect, special or consequential loss), damages, costs (including legal costs) or expenses of any kind, arising from or in connection with:
i.) any act or omission of a third party;
ii.) your use and access of the Services;
iii.) delays to, interruptions of or cessation of transmission to or from the Website or App;
iv.) errors or omissions in any information or instructions provided to us by you in connection with the App or Website;
v.) any actions taken by us at your direction;
vi.) any errors or omissions in any transcripts we provide you, or any of the information we provide in the App or Website.
g) Nothing in these Terms of Service is intended to exclude, restrict or modify any guarantees under the Australian Consumer Law which apply and cannot be excluded, restricted or modified. Otherwise, all terms, conditions, warranties and representations, express or implied by statute or otherwise are excluded.
h) This clause 5 shall survive termination or expiry of this Terms of Service.
6) Using the Services
a) To use the Services you will require Internet connectivity. We shall not have any responsibility or liability for any data or other costs you may incur (for example mobile data costs).
b) By using the Services, you agree and warrant that you will:
i.) provide us with information that is true, accurate and complete;
ii.) only use the App with a compatible device;
iii.) not use the App or Services for any unlawful, fraudulent or criminal purpose;
iv.) not use the App or Services in any way that interrupts, damages, impairs or renders the App or Website as less efficient;
v.) not use the Services to cause nuisance, annoyance or inconvenience, in any manner whatsoever,
vi.) not permit any person (whether a natural person, legal entity, or governmental body or authority, hereinafter referred to as “Person”), other than you, to access and use your account;
vii.) not assign or transfer your account, or your rights and obligations under these Terms of Service, to any other Person
viii.) not try to harm the App or Website in any manner whatsoever, including but not limited to the transfer files that contain viruses, trojans or other harmful programs, accessing or attempting to access the accounts of other users; penetrate or attempt to penetrate any security measures; launch any automated program or script (for example web robots, web ants or web spiders);
ix.) not modify, adapt, encrypt, decompile, tamper or reverse engineer all or any part of the App or Website;
x.) not modify or make derivate works based on the App or Website;
xi.) not remove or alter any copyright, trade mark, logo or other proprietary notice or label appearing on the Website, App or materials provided on the Website or App;
xii.) comply with all applicable laws;
xiii.) not in any way use the App or Website which in any respect:
1. may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political;
2. impersonates any other person or body or misrepresents a relationship with any person or body;
3. may infringe or breach the copyright or any Intellectual Property Rights (as defined in clause 20) or privacy or other rights of us or any third party;
4. may be contrary to our interests;
5. is contrary to any specific rule or requirement that we stipulate on the App in relation to a particular part of the App or the App generally.
xiv.) not reproduce, duplicate, copy or re-sell the App or Website (or any part thereof) . You agree not to access without authority, interfere with, damage or disrupt:
1. any part of the App or Website;
2. any equipment or network on which the App or Website is stored;
3. any software used in the provision of the App or Website; or
4. any equipment or network or software owned or used by any third party.
c) If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential and secure, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Service.
7) Availability of the App
a) Access to the App may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of the App for any reason. If we impose restrictions on you personally, you must not attempt to use the App under any other name or user or on any other mobile device.
b) We do not warrant that the App will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or viruses or other code that may affect, any equipment (including but not limited to your mobile device), software, data or other property as a result of your download, installation, access to or use of the App or your obtaining any material from, or as a result of using, the App. We shall also not be liable for the actions of third parties.
8) Independence from Platforms
a) The App is independent of any platform on which it is located. The App is not associated, affiliated, sponsored, endorsed or in any way linked to any platform operator, including, without limitation, Apple, Google, Android or RIM Blackberry (each being an “Operator”).
b) Your download, installation, access to or use of the App is also bound by the terms and conditions of the Operator.
c) You and we acknowledge that these Terms of Service are concluded between you and us only, and not with an Operator, and we, not those Operators, are solely responsible for the App and the content thereof to the extent specified in these Terms of Service.
a) You are entitled to terminate these Terms of Service at any time, by ceasing to use the App and Services and cancelling your account with us.
b) We can terminate these Terms of Service at any time, or disable (temporarily or permanently) your use of the App and Services at any time, with immediate effect and without notice to you, if you breach any of these Terms of Service in our reasonable opinion.
c) If either you terminate these Terms of Service under clause 9 or we effect our rights under clause 9, after you have placed an order of Services then:
i.) To the extent that you have not paid for the relevant order, you must still pay for the order in full; or
ii.) To the extent that you have paid for the relevant order, we will not reimburse you for any amount of the price or fees paid.
a) We may give notice under these Terms of Service by means of notice on the App, or on our Website, or by email to your email address on record in your account information. You may give written notice to us, in English, by email to firstname.lastname@example.org.
b) If any provision of these Terms of Service at any time is or becomes void, voidable or unenforceable, the remaining provisions will continue to have full force and effect.
c) Unless expressed in writing to you by us, any failure or delay by us in exercising any right, power or privilege available to us will not operate as a waiver of that power or right.
d) These Terms of Service contains the whole agreement between the parties in respect of the subject matter of these Terms of Service .
11) Governing Law and Disputes
a) These Terms of Service will be construed in accordance with the laws in force in the State of New South Wales, Australia. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms of Service .
b) Unless a party to these Terms of Service has complied with all of the provisions of this clause 11, that party may not commence court proceedings in connection with any dispute, controversy or arising out of or relating to these Terms of Service, including its validity, breach or termination (Dispute), except where that party seeks urgent interlocutory relief in which case that party need not comply with this clause before seeking such relief.
c) Notwithstanding the existence of a dispute or difference each party shall continue to perform its obligations under these Terms of Service.
d) This clause 11 shall survive termination or expiry of this Terms of Service.
e) A party claiming that a Dispute has arisen must give written notice to the other party setting out the nature of the Dispute (Dispute Notice).
f) The parties must meet (which may be satisfied by means of telephone or video conference) within ten (10) days of service of the Dispute Notice with a view to negotiating and resolving the Dispute.
g) When you are located in Australia or New Zealand: To the extent that you are located in Australia or New Zealand, then if the Dispute has not been resolved by negotiation, then you agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
h) When you are located outside of Australia: To the extent that you are not located in Australia or New Zealand, if the Dispute has not been resolved by negotiation, then the Dispute must be referred to and finally resolved by arbitration:
i.) (if you are located in the United Kingdom or Europe), by the London Centre of International Arbitration (LCIA) in accordance with the LCIA Rules, and where the seat, or legal place, of arbitration shall be London; or
ii.) (if you are located in the USA, Canada or elsewhere), by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, and where the seat, or legal place, of arbitration shall be New York; and
iii.) The number of arbitrators shall be one;
iv.) The language to be used in the arbitral proceedings shall be English.