Services Conditions of Use

These terms and conditions create a contract between you and Executive Pathway Pty Ltd  [ABN 11 147 270 791] (“EP”) (the “Agreement”). Please read the Conditions of Use carefully.

1. INTRODUCTION TO OUR SERVICES

These Conditions of Use governs your use of EP’s services (“Services”), through which you can be licensed to use and access CORMPs based on EP Templates and EP intellectual property (collectively, “Content”). Content may be offered through the Services by EP or a third party.

1. USING OUR SERVICES

PAYMENTS, TAXES, AND REFUNDS

You can acquire Content on our Services for a charge, either of which is referred to as a “Transaction.” Each Transaction is an electronic contract between you and EP

EP will charge your selected payment method (such as your credit card, debit card) for any paid Transactions, including any applicable taxes. If we cannot charge your selected payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and we will attempt to charge the payment method again as you may update your payment method information. In accordance with local law, EP may update information regarding your selected payment method if provided such information by your financial institution.

All Transactions are final. Content prices may change at any time. If technical problems prevent or unreasonably delay delivery of Content, your exclusive and sole remedy is either replacement of the Content or refund of the price paid, as determined by EP. From time to time, EP may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behaviour that entitles EP to a corresponding counterclaim.

ACCOUNT 

EP is not responsible for any losses arising from the unauthorised use of your account. Please contact EP if you suspect that your account has been compromised.

PRIVACY

Your use of our Services is subject to EP’s Privacy Policy.

SERVICES AND CONTENT USAGE RULES

Your use of the Services and Content must follow the rules set out in this section (“Usage Rules”). Any other use of the Services and Content is a material breach of these Conditions of Use. EP may monitor your use of the Services and Content to ensure that you are following these Usage Rules.

All Services:

• You may use the Services and Content only for the business nominated and the activities identified in the CORMP, as set out in your application for a CORMP. This includes the business and the nominate people of the business, as set out in your application for a CORMP, and as updated from time to time.
• EP’s delivery of Services or Content does not transfer any commercial or promotional use rights to the business or people in the business or any third party you, and does not constitute a grant or waiver of any rights of the copyright owners or the owners of the intellectual property.
• You can use Content for the business nominated and the activities identified in the CORMP, as set out in your application for a CORMP and includes the business and the nominate people of the business, as set out in your application for a CORMP, and as updated from time to time.
• It is your responsibility not to lose, destroy, or damage Content once downloaded.
• You may not tamper with or circumvent any security technology included with the Services.
• You may access our Services only using EP’s software controls, and may not modify or use modified versions of such software.

DOWNLOADS  PRINTING

You may be limited in the amount of Content you may download, and some downloaded Content may not be printable or may not be available for download at all, where these Conditions of Use have not been complied with. .

SUBSCRIPTIONS

The Services is provided on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled in the Manage Subscriptions section of your account settings.

Cancelling a Paid Subscription may mean that the Services and the Content may no longer be available.

We will notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. You will be charged no more than 24 hours prior to the start of the latest Paid Subscription period. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Paid Subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information.

This may result in a change to the start of your next Paid Subscription period and may change the date on which you are billed for each period.  We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription.

When your Paid Subscription to any Service ends, you will lose access to any functionality or Content of that Service that requires a Paid Subscription.

CONTRACT CHANGES

EP reserves the right at any time to modify these Conditions of Use and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Conditions of Use. Your continued use of the Services will be deemed acceptance thereof.

THIRD-PARTY MATERIALS

EP is not responsible or liable for third party materials included within or linked from the Content or the Services.

INTELLECTUAL PROPERTY

You agree that the Services, including but not limited to Content, graphics, user interface, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by EP and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright.

You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services for the business use in compliance with these Conditions of Use. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by these Conditions of Use. You agree not to modify, rent, loan, sell, or distribute the Services or Content in any manner, and you shall not exploit the Services in any manner not expressly authorised.

COPYRIGHT 

Unless otherwise noted, Services and Content provided by EP are © Executive Pathway Pty Ltd. and its associated and subsidiary.

If you believe that any Content available through the Services infringe a copyright claimed by you, please contact EP.

TERMINATION AND SUSPENSION OF SERVICES

If you fail, or EP suspects that you have failed, to comply with any of the provisions of these Conditions of Use, EP may, without notice to you:

• terminate these Conditions of Use, and you will remain liable for all amounts due up to and including the date of termination; and/or
• terminate your license to the software; and/or
• preclude your access to the Services.

EP further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and EP will not be liable to you or to any third party should it exercise such rights.

DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION

EP does not guarantee, represent, or warrant that your use of the services will be uninterrupted or error-free, and you agree that from time to time EP may remove the services for indefinite periods of time, cancel the services at any time, or otherwise limit or disable your access to the services without notice to you.

You expressly agree that your use of, or inability to use, or activity in connection with the services is at your sole risk. The services and all content delivered to you through the services are (except as expressly stated by EP) provided “as is” and “as available” for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.  Specifically, all Content is based on your own assessment of the accuracy and relevance to your business.  Where a draft is provided, this will be considered Content, with you being required to review the draft to provide comment for:

• accuracy to current activities, systems, controls and processes
• changes to current activities, systems, controls and processes
• development of new activities, systems, controls and processes

Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you.

In no case shall EP, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of any of the services or for any other claim related in any way to your use of the services and/or content, including, but not limited to, any errors or omissions in any content, or any injury, loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the services, even if advised of their possibility.

Because some countries, states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such countries, states or jurisdictions, EP’S liability shall be limited to the extent such limitation is permitted by law. Including undertaking further work on the Content or Service:

• in response to comments on the draft document about accuracy, changes and developments
• about the final document based on comments concerning accuracy, changes and developments
• for updates notified to EP

EP shall use reasonable efforts to protect information submitted by you in connection with the services, but you agree that your submission of such information is at your sole risk, and you hereby release EP from any and all liability to you for any loss or liability relating to such information in any way.

EP does not represent or guarantee that the services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and you hereby release EP from any liability relating thereto. you shall be responsible for backing up your own system, including any content acquired or rented through the services.

EP is not responsible for data charges you may incur in connection with your use of the services.

WAIVER AND INDEMNITY

By using the services, you agree, to the extent permitted by law, to indemnify and hold EP, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of these Conditions of Use, your use of the services, or any action taken by EP as part of its investigation of a suspected violation of these Conditions of Use or as a result of its finding or decision that a violation of these Conditions of Use has occurred. you agree that you shall not sue or recover any damages from EP, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the services, or to take any other action during the investigation of a suspected violation or as a result of EP’s conclusion that a violation of these Conditions of Use has occurred. this waiver and indemnity provision applies to all violations described in or contemplated by these Conditions of Use.

GOVERNING LAW

Except to the extent expressly provided in the following paragraph, these Conditions of Use and the relationship between you and EP, and all Transactions on the Services shall be governed by the laws of the State of Queensland, Australia, excluding its conflicts of law provisions. You and EP agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Queensland, Australia, to resolve any dispute or claim arising from these Conditions of Use.

OTHER PROVISIONS

These Conditions of Use constitute the entire agreement between you and EP and govern your use of the Services, superseding any prior agreements with respect to the same subject matter between you and EP. You also may be subject to additional terms and conditions (such as Privacy and General Terms and Conditions that may apply. If any part of these Conditions of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. EP’s failure to enforce any right or provisions in these Conditions of Use will not constitute a waiver of such or any other provision. EP will not be responsible for failures to fulfill any obligations due to causes beyond its control.

You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient. No EP employee or agent has the authority to vary these Conditions of Use.

EP may notify you with respect to the Services by sending an email message to your email address or a letter via postal mail to your mailing address, or by a posting on the Services. Notices shall become effective immediately. EP may also contact you by email or push notification to send you additional information about the Services.

You hereby grant EP the right to take steps EP believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Conditions of Use. You agree that EP has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as EP believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Conditions of Use (including but not limited to EP’s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party’s rights).

Last Updated: 6 January  2021