Customer License Agreement

The parties agree to the following terms:

1 Scope Of License

1.1 Term

a) This agreement will commence on the date that you provide your acceptance in accordance with clause 12.1. b) This agreement will continue until it is terminated in accordance with clause 10.

1.2 License

a) In relation to resilience materials, we grant you a single, non-transferable, and non-exclusive license to use the relevant resilience materials in accordance with this agreement (license).

2 Content

2.1 Availability Of Content

a) From the date that you buy the resilience materials, and for a period of one year after that date, we will:

i. make one copy of the resilience materials available for download via our website; and ii. provide you with one copy of the necessary passwords to unlock the resilience materials

b) Once the period referred to in clause 2.1(a) elapses, we will restrict your use and the availability of the resilience materials, including by changing the passwords to unlock those resilience materials.

2.2 Format Of The Modules

a) When correctly downloaded, the resilience materials will be in the form of a password-protected PDF or Word document.

3 Your Obligations

3.1 Appropriate Use

a) During the term of this agreement, you:

i. must use the resilience materials for the sole purpose of assisting you to implement organizational resilience in your organization; and ii. must provide reasonable assistance to us to comply with our obligations under the Privacy Act 1988 (Cth), our privacy policy, and any other applicable privacy legislation

3.2 Restrictions On Use

a) You cannot do any of the following in relation to the resilience materials, and you also promise that you will not do any of the following in relation to such resilience materials:

i. re-sell, obtain a financial advantage or make a profit in connection with your disclosure or communication of any aspect of the resilience materials to a third party; ii. remove any copyright or other proprietary notations from the resilience materials; iii. transfer the resilience materials to any other person or mirror the resilience materials on any other server; iv. convey, commercialize, distribute, or provide any aspect of the resilience materials to any third party or external organization; v. circulate, publish, communicate, or display any aspect of the resilience materials on any public display (commercial or non-commercial) or other platforms, including by making a publication on a website associated with you; vi. use any aspect of the resilience materials for any purpose other than for enhancing your personal knowledge regarding organizational resilience; vii. copy, replicate, or plagiarize any aspect of the resilience materials; viii. modify, alter, or edit any aspect of the resilience materials outside of the designated editable fields that we have provided within the resilience materials; or ix. attempt to replicate, copy, decompile, or reverse engineer any aspect of the resilience materials or its functionality

b) You must procure and ensure that any person who obtains any aspect of the resilience materials does not do any of the things set out in clause 3.2(a). Any failure by you to abide by your obligations under this subclause will be considered a material breach of this agreement, and we may terminate this agreement in accordance with clause 10.1(a)(i).

4 Acknowledgment

a) You acknowledge and agree that we:

i. are providing you with a mere license to use the resilience materials to assist you to establish elements of organizational resilience in your organization; ii. the resilience materials are general in nature and have been prepared based on industry standards and our experience providing organizational resilience training to small and large enterprises; iii. we make no representations that the resilience materials are accurate, up-to-date, complete, comprehensive, fit for any prescribed purpose, error-free, or likely to achieve certain results. However, we will make reasonable efforts to ensure that these elements are reflected in the resilience materials; iv. we will grant licenses to third parties to use the resilience materials on the same or similar terms as this agreement; and v. the license does not provide you with any exclusivity to the resilience materials

5 Fees

5.1 Our Fees

a) Our fees will be brought to your attention prior to you buying the resilience materials (for example, through a ‘pop up’ window on our website).

5.2 Payment

a) Our fees must be paid through our website using a valid payment method. b) If payment of our fees for the resilience materials is not successfully processed, we will not make the relevant resilience materials available to you.

6 Refund Policy

a) If you have any concerns or are unsatisfied with the resilience materials, please put your concerns in writing and email them to info@ResilienceMadeEasy.com. b) Once we receive your concerns in accordance with clause 6(a), we will investigate your concerns and send you an email response notifying you of the approval or rejection of your request for a refund (if relevant). c) Unless otherwise required by law, at our absolute discretion, a refund will be provided once:

i. your payment of our fees is confirmed; ii. we are satisfied that all parties have made reasonable efforts to resolve the concern in accordance with the terms of this agreement; and iii. we determine that:

• the request for a refund is legitimate; or • the relevant resilience materials did not meet their specific purpose,

then the agreed refund value will be credited to your original payment method

7 Our Liability

7.1 Limitations

a) To the greatest extent permitted by law, we are not liable to you for any loss (including consequential loss or loss of data), cost, damage, expense, claims, proceedings, demands, or liabilities arising from, or incurred in connection with:

i. your use of the resilience materials or any data derived from our website; or ii. this agreement

b) Subject to clause 7.1(a), to the extent that an Australian court or tribunal determines that our liability in connection with this agreement cannot be excluded in whole or in part, then our liability is limited to:

i. the supplying of the services again; or ii. the payment of the cost of having the services supplied again, provided that those services are of a similar or equivalent value

7.2 Indemnity

a) You must indemnify us immediately upon demand from and against any loss (including consequential loss or loss of data), cost, damage, expense (including legal fees), claims, proceedings, demands, or liabilities arising from, or in connection with:

i. any breach of this agreement by you; or ii. any proceeding or claim made by a third party (including for loss and damage) arising in connection with your use of the resilience materials or any data derived through our website

7.3 Consumer Law

a) Our services come with guarantees that cannot be excluded under Australian consumer law. The contractual rights that you may be entitled to under this agreement are in addition to these statutory rights.

8 Intellectual Property

8.1 Third-Party Intellectual Property

a) We do not own any intellectual property rights in:

i. the PDF functionality developed by Adobe and used by us in the resilience materials; and ii. the content displayed on websites, links, or external sources which we may refer you to within the resilience materials. These additional materials are provided for your general edification only

8.2 Our Intellectual Property

a) Subject to clause 8.1, we own all the intellectual property rights arising from or in connection with the resilience materials and the content contained therein (including any updates or modifications). b) We may use or license our intellectual property rights in the resilience materials as we see fit. c) You acknowledge that all intellectual property rights in the resilience materials and on our website belong to us and that you have no rights in them, or to them, other than the rights to use them in accordance with this agreement under a single, non-exclusive, and non-transferable license. d) You cannot use any of our branding, intellectual property, or trademarks without our express prior written consent. e) You cannot alter, change, or delete any proprietary notices displayed on the resilience materials.

8.3 Infringement Of Our Intellectual Property

a) You must provide us with reasonable assistance upon request if you or we identify a breach of our intellectual property rights in the resilience materials.

9 Confidentiality

a) You must keep confidential and not disclose any of our confidential information or any commercially sensitive information, including the information contained within the resilience materials. To the maximum extent possible, you must also protect this information from being lost, re-transmitted, disseminated, or disclosed. b) You must not say or do anything or engage in any act or omission that will materially bring us into disrepute or disparage us. c) Your obligations under this clause do not apply to a disclosure required by law. If you disclose information under this sub-clause, you must notify us as soon as possible and use your best endeavors to limit the extent of the disclosure.

10 Termination

10.1 Termination Rights

a) A party (non-defaulting party) may terminate this agreement immediately and without any prior notice if the other party (defaulting party):

i. commits a material breach of a term of this agreement; and/or ii. commits a breach of any statutory, legal, or regulatory requirement of which the non-defaulting party becomes aware and which, if appropriate, is not remedied within a reasonable time to the satisfaction of the non-defaulting party

b) Separately and in addition to clause 10.1(a), the parties may mutually and expressly agree in writing to terminate this agreement.

10.2 Effect Of Termination

a) Upon termination of this agreement for any reason:

i. all rights granted to you under this agreement will immediately cease and your license to use the resilience materials is automatically revoked in full; ii. you must immediately cease using and/or viewing the resilience materials in any way; and iii. you must:

• immediately permanently delete or remove the resilience materials from all computer equipment or any form of electronic storage in your possession, custody, or control; and/or • otherwise destroy all copies of the resilience materials (whether in electronic or paper form) in your possession, custody, or control

b) We may request that you provide written confirmation that you have destroyed the relevant resilience materials in accordance with clause 10.2(a)(iii), which may include an explanation of how you destroyed those resilience materials.

11 GST

a) If the supply of goods or services by us to you under this agreement is a taxable supply, then the amount due to us for that supply will be the sum of:

i. the amount that is payable under this agreement by you for that supply (or, if no amount is payable, the value of that supply); and ii. the amount of GST payable by us in respect of that supply

b) Separately and in addition to clause 11(a), you are responsible for (and must pay) all taxes and duties that arise in connection with your purchase of the resilience materials from our website (including for any consumption-based tax). c) In this clause, any expression used that is defined in the GST Act has that defined meaning.

12 General Terms

12.1 Electronic Signing

a) You agree to electronically sign this agreement by ticking a ‘tick box’. b) By ticking the ‘tick box’ you, or any person acting on your behalf, agree that:

i. you have read and understood this agreement by scrolling through the terms of this agreement; ii. you have obtained independent legal advice (or have been provided with a reasonable opportunity to do so) in connection with this agreement; and iii. if a person is acting on your behalf, that person is your authorized representative and properly authorized to sign this agreement on your behalf

c) We may record the internet protocol address (or IP address) and the location of the person who electronically signs this agreement on your behalf (by ticking the ‘tick box’).

12.2 Notices

a) A notice or other communication connected with this agreement has no legal effect unless it is in writing and in English. In addition to any other method of service provided by law, the notice must be sent by email to (as updated from time to time):

i. us via the following email address: info@ResilienceMadeEasy.com; and
ii. you via the email address that we have on record

12.3 Amendments

a) We may amend this agreement from time to time at our absolute discretion. b) If we make a material amendment to this agreement, we will provide you with notice regarding that amendment. If you:

i. continue to use the resilience materials after receiving that notice, your continued use will constitute acceptance of those amendments; or ii. do not wish to accept those amendments, you must contact us to request that this agreement is terminated in accordance with clause 10.1(b)

12.4 Other General Terms

a) The laws of the state of Victoria govern this agreement. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts in the state of Victoria. b) We may assign and/or novate our rights and obligations under this agreement at any time without your prior consent. You may not assign and/or novate your rights and obligations under this agreement without our prior written consent. c) This agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation, or warranty relating to that subject matter is replaced by this agreement and has no further effect. For the avoidance of doubt, the terms of this agreement apply in addition to the terms and conditions for our website and our privacy policy. d) Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this agreement enforceable unless this would materially change the intended effect of this agreement. e) The following terms of this agreement survive termination of this agreement, or completion of the transactions contemplated hereunder: clause 3.2, clause 7, clause 9, clause 10.2, clause 12, and clause 13.

13 Definitions

In this agreement, the following meanings are given the definitions prescribed below:

Fees =

GST Act =

License =

Modules =

Packages =

PDF =

Privacy Policy =

Resilience Materials =

Victoria =

We/Our/Us =

Website =

You/Your =

means the fees payable by you to us in exchange for us providing you with the resilience materials in accordance with this agreement.

means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

means in relation to resilience materials, we grant you a single, non-transferable, and non-exclusive license to use the relevant resilience materials in accordance with this agreement (license). (see clause 1.2).

means the modules and educational materials developed by us in relation to organizational resilience and as updated from time to time.

means a package of modules and other useful materials regarding organizational resilience developed by us and as updated from time to time.

means an Adobe portable document format.

means our privacy policy (as amended from time to time).

means the modules and/or packages that you have purchased or otherwise downloaded from our website in accordance with the terms of this agreement.

means the state of Victoria in the Commonwealth of Australia.

means Resilience Made Easy Pty Ltd ACN 632 591 612.

means our website which provides access to the modules and packages.

means the individual or organization purchasing, using, or downloading the resilience materials from our website in connection with this agreement.

Resilience Made Easy’s