TERMS & CONDITIONS – GOVERNING RESALE OF INTELLILEARN TRAINING ACCESS CODES
These terms and conditions (“Terms”) and the invoice (“Invoice”) to which they are attached (or the Invoice that refers to these Terms) form a binding agreement (“Agreement”) between IntelliLearn Training Pty Ltd (“IntelliLearn Training”) and the recipient identified in the Invoice (“Reseller”).Payment of an Invoice by the Reseller signifies acceptance of the Agreement.This Agreement governs the provision of the quantity and type of access codes identified in the Invoice (“Access Codes”) to the Reseller and the sale of Access Codes by the Reseller to students of the educational or health facilities approved by IntelliLearn Training in writing (“Approved Marketspace”).An Access Code will allow a student purchaser of that Access Code to access and use an IntelliLearn Training online course (“Course”) for a limited period of time (as specified on the invoice) only after they have agreed to terms and conditions of use but will not grant the student purchaser (or other person or entity) any other rights at any time (including but not limited to intellectual property rights).No other person (aside from the student purchaser of that Access Code) is authorized (at any time) to use that Access Code to access and/or use the Course.Once an Access Code has been sold to a student purchaser by the Reseller that same Access Code must not be sold or provided to any other person or entity at any time (by the Reseller or anyone else).Any unsold Access Code will expire 6 months after it is provided and no refund or credit will apply to any expired Access Code.
Provision of Access Codes by IntelliLearn Training is conditional on IntelliLearn Training’s receipt of payment of the amount specified in the Invoice.Reseller is authorised to sell an Access Code to a student only in an Approved Marketspace who wishes to participate in a Course to which that Access Code relates.Reseller will determine the price at which it sells an Access Code to such a student.The Reseller must not market or sell the Access Codes outside the Approved Marketspace.An Access Code must not be used by the Reseller or sold or made available to any other party for use for any other purpose apart from personal study by the purchaser of the Access Code.Reseller must keep Access Codes secure and must maintain confidentiality of the Access Codes (apart from disclosure to a student purchaser).Reseller acknowledges that a purchaser of an Access Code will not be able to access and use the Course without first completing a registration process which includes the acceptance of terms and conditions relating to the purchaser’s access to and use of the Course.Apart from the right to sell the Access Codes provided pursuant to the Invoice, Reseller acknowledges that nothing in this Agreement grants the Reseller any exclusive or non-exclusive rights with respect to the sale of further access codes or any other ongoing rights relating to any Course.For the avoidance of doubt, the Reseller will not (at any time) acquire or be granted any intellectual property rights (or any other rights) by this Agreement.
The Reseller shall at all times comply with all reasonable instructions and requirements of IntelliLearn Training relating to this Agreement with due and proper diligence and shall comply with any procedures specified by IntelliLearn Training from time to time.The Reseller shall bear all costs and risks of its activities.At its own expense, the Reseller shall comply with all laws and regulations which affect the Reseller’s activities.
The Reseller is not permitted to appoint sub-Resellers or otherwise sub-contract or deal with any of its rights or obligations under this Agreement.
Nothing in this Agreement shall create a relationship of partnership, joint venture, employment or any other relationship other than that of independent contractors.
The Reseller shall not assign this Agreement or any of the rights or obligations arising under this Agreement without the prior written consent of IntelliLearn Training, which consent may be refused, granted or granted subject to conditions at IntelliLearn Training’s absolute discretion. IntelliLearn Training may assign this Agreement subject to prior written notification to the Reseller.
The Reseller shall (at all times) fully indemnify and hold harmless each and every Liable Entity and keep each and every Liable Entity fully indemnified against all claims, demands, proceedings, costs and expenses incurred by or levied against a Liable Entity arising from any breach of this Agreement by the Reseller or the negligence of the Reseller or its employees, servants or contractors.
Any failure by either party to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by one party to the other, will not be construed as a waiver of that party’s rights under this Agreement. No right arising under this Agreement shall be deemed to be waived except by notice in writing signed by the party waiving the right.
This Agreement constitutes the entire agreement between the parties regarding its subject matter and all prior arrangements, agreements, representations or undertakings with respect to that subject matter are hereby expressly excluded.This Agreement shall be governed and construed by the laws in the state of South Australia.