VERSO LICENCE AGREEMENT

Verso provides the Verso Application, which is an online application that assists students and teachers to create and share educational content and interact with each other regarding such content.

This licence agreement sets out the terms and conditions on which Verso will grant a licence to use the Verso Application to a User who downloads or is otherwise provided with a copy of the Verso Application and otherwise permit a User to access and use the Verso Application.

By clicking the ‘I accept’ button or otherwise confirming the User’s acceptance of this licence agreement electronically, the User agrees that it has read, understood and will be bound by this licence agreement.

These terms of use are a contract between the User and Verso. Users must read these terms of use carefully, and if they are under the age of eighteen or otherwise lack capacity to enter into this contract, make sure that a parent or guardian reads and agrees with these terms of use on behalf of the User. If a User is under eighteen years of age or otherwise lacks capacity to enter into this contract, all references to a ‘User’ also includes the parent or guardian of such User. If a person accepts these terms of use on behalf of a User who is under eighteen years of age, that person warrants that they are a parent or legal guardian of the User.

1. Definitions and interpretation

   1. Definitions

In this licence agreement, unless the context otherwise requires:

1. Commencement Date means the date the User clicks the ‘I accept’ button or otherwise confirms the User’s acceptance of this licence agreement electronically.

2. Consequential Loss means Loss beyond the normal measure of damages and includes indirect Loss, Loss of revenue, Loss of reputation, Loss of profits, Loss of actual or anticipated savings, Loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, Loss of use, cost of capital or costs of substitute goods, facilities or services.

3. Documentation means any manuals, guides, reference materials or other similar documents in any form made available by Verso to the User in connection with the Verso Application.

4. Improvement means any modification, alteration, development, new use or other change to the Verso Application which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.

5. Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above.

6. Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.

7. Permitted Purpose means accessing and using the Verso Application for educational purposes in accordance with this licence agreement.

8. Term means has the meaning given in clause 3.1 of this licence agreement.

9. User means the person who downloads or is otherwise provided with a copy of the Verso Application and who enters into this licence agreement.

10. Verso means Verso Learning Pty Ltd (ACN 165 807 821) of PO Box 611, Williamstown, Victoria, Australia.

11. Verso Application means the online educational application downloaded by or otherwise provided to the User and licenced to the User pursuant to this licence agreement.

12. Verso Policies means the then current policies of Verso regarding the use of the Verso Application, as Verso may notify the User of from time to time during the Term.

1. Interpretation

In this licence agreement, headings are inserted for convenience only and do not affect the interpretation of this licence agreement and, unless the context otherwise requires:

1. the singular includes the plural and vice versa;

2. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

3. the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions; and

4. a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a government authority or agency.

1. Licence

   1. Grant of licence

Verso grants the User a personal, non-exclusive, non-transferable, not-for resale or sub license, restricted right to access and use the Verso Application for the Permitted Purpose during the Term on devices owned or controlled by the User.

1. Licence restrictions

The licence granted to the User under clause 2.1 permits the User to access and use the Verso Application solely for the Permitted Purpose and the User must not access or use the Verso Application for any other purpose. Without limiting the above, the User must not:

1. make any copies of the Verso Application (other than copies that are made to download the Verso Application and install the Verso Application for the Permitted Purpose on devices owned or controlled by the User);

2. modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Verso Application;

3. attempt to circumvent or break any licence keys or any other encryption, decryption or other security device or technological protection measure contained in the Verso Application;

4. distribute any part of the Verso Application for commercial purposes or otherwise sub-licence or resell the Verso Application;

5. create derivative works from all or any part of the Verso Application;

6. transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Verso Application; or

7. publish, communicate or otherwise make any part of the Verso Application publically available.

1. Protection measures

The User acknowledges that the Verso Application may contain licence keys or other technological protection measures and Verso may use the licence keys or other protection measures to disable or suspend the Users access to the Verso Application:

1. following the termination of this licence agreement; or

2. if the User breaches (or Verso reasonably suspects the User has breached) any provision of this licence agreement or the Verso Policies(as applicable) and Verso considers (acting reasonably) that it is necessary to disable or suspend access to protect Verso from any harm or damage.

1. Updates and support

The User acknowledges that nothing in this licence agreement imposes obligations on Verso to develop, release or install for the User any updates, upgrades, patches, bug fixes, new releases or new versions in respect of the Verso Application (Updates), provided however that if Verso does develop or release any Updates, it may require that all such Updates be used by the User. The User also acknowledges that nothing in this licence agreement imposes obligations on Verso to provide any services to the User in respect of the Verso Application including (without limitation) development or customisation services, technical support, training or maintenance services.

1. Documentation and policies

The User must use only the most recent version of the Documentation provided or made available by Verso, and must follow any directions in the Documentation regarding the Use of the Verso Application. The User must also ensure that its access to and use of the Verso Application complies with all current Verso Policies. The User may terminate this licence agreement under clause 3.2 at any time, including if Verso requires the User to comply with any new Verso Policy or Documentation or makes any amendment to any existing Verso Policy or Documentation. 

1. Features

The User acknowledges and agrees that Verso retains the sole discretion regarding the features, functions and other benefits of the Verso Application and nothing in these terms of use requires Verso to provide or maintain any features, functions or other benefits for the Verso Application. The User may terminate this licence agreement at any time under clause 3.2, including if Verso removes any features or functionality of the Verso Application. 

1. Passwords

The User may be provided with a password or other login details in order for the User to be able to access or use the Verso Application. The User must keep such passwords or other login details confidential and not disclose them to any other person. 

1. Content and data

The User acknowledges and agrees that content generated by the User using the Verso Application or uploaded to the Verso Application by the User may be:

1. available and viewable by other users of the Verso Application; or

2. otherwise made available to other users of the Verso Application.

The User also acknowledges and agrees that such content may be used by Verso (both during after the term of this licence agreement) to develop and improve the Verso Application and the other products or services of Verso including to assist Verso with developing machine learning and artificial intelligence products and services.

1. Privacy policy

Verso will collect, handle and store information (including content and User data) in accordance with the Verso privacy policy, a copy of which is available here https://versolearning.com/verso-terms.pdf or by requesting a copy from Verso. 

1. Term and termination

   1. Term

This licence agreement commences on the Commencement Date and will continue until terminated pursuant to clause 3.2.

1. Termination

Verso may terminate this licence agreement and the licence granted under clause 2.1 effective immediately upon providing written notice of termination to the User if:

1. the User breaches a term or condition of this licence agreement or the Verso Policies and fails to remedy such breach within seven days after being provided with written notice of the breach by Verso; 

2. the User breaches a term or condition of this licence agreement  or the Verso Policies which cannot be remedied; or 

3. Verso ceases to make the Verso Application publicly available (provided that Verso will where possible provide reasonable prior notice to the User before ceasing the make the Verso Application publicly available). 

The User may terminate this licence agreement at any time by giving written notice of termination to Verso. If the User no longer wishes to use the Verso Application the User can cease use of the Verso Application at any time and can delete the Verso Application from their devices. 

1. Post termination obligations

Immediately on termination of this licence agreement, the User must:

1. cease all use of the Verso Application; and

2. permanently delete all copies of the Verso Application from any devices in its possession, custody or control.

1. Survival of certain terms

The party’s rights and obligations under clauses 2.8, 3.3, 4 and 6  of this licence agreement will survive notwithstanding any termination of this licence agreement.

1. Intellectual Property

   1. Verso’s Intellectual Property

The User acknowledges that, subject to clause 2.1, nothing in this licence agreement grants the User any ownership of or rights in respect of the Intellectual Property in the Verso Application or any Documentation or any Improvements to the Verso Application or any Documentation.

1. Assignment

Any Intellectual Property in respect of the Verso Application or Documentation (including any Intellectual Property in any Improvements to the Verso Application or Documentation) which is created by or vests in the User during the Term is assigned to Verso immediately upon the Intellectual Property being created or vesting in the User and the User agrees to do all things and execute all documents as is reasonably necessary to effect such assignment.

1. Promotion and marketing

The User agrees that, for the purposes of promoting and marketing Verso and the Verso Application, Verso is entitled to notify others of Verso’s relationship with the User and the User’s use of the Verso Application.

1. Consumer Guarantees

   1. Australian Consumer Law

The Australian Consumer Law (ACL) may confer certain consumer guarantees in relation to the Verso Application or the performance of Verso’s obligations under this licence agreement if the User acquires the Verso Application as a ‘consumer’ within the definition of section 3 of the ACL.

1. Limitation of liability

If the User makes a claim against Verso regarding the goods or services provided under this licence agreement in respect of a breach or alleged breach by Verso of the consumer guarantee provisions of the ACL and the relevant goods or services are not of a kind ordinarily acquired for personal, domestic and household use, then to the extent permitted by law, Verso’s liability to the User for such a breach or alleged breach of the consumer guarantee will be limited, at the election and discretion of Verso, to:

1. if the breach relates to goods:some text

   1. the replacement of the goods or the supply of the equivalent goods;

   2. the payment of the cost of replacing the goods or of acquiring equivalent goods; or

2. if the breach relates to services:some text

   1. the supply of the services; or

   2. the payment of the cost of having the services supplied again.

1. Warranties and liability

   1. Warranty exclusions

Subject to clause 5, Verso does not warrant that the Verso Application or any portion of the Verso Application will meet the User’s requirements, the operation of the Verso Application will be uninterrupted or error-free, the Verso Application will be compatible with the User’s other software or systems or that the Documentation will be error free. All express or implied warranties in relation to the Verso Application are expressly excluded.

1. Verso’s liability

Subject to clause 5 and notwithstanding any other provision of this licence agreement, the maximum aggregate liability of Verso to the User under or in connection with this licence agreement (including for breach of this licence agreement by Verso or any negligent act or omission of Verso) shall be limited to the lesser of the total amount of the licence fees (if any) paid to Verso by the User for the Verso Application or the sum of AUD $1000. Verso will not be liable to the User for any Consequential Loss incurred by the User under or in connection with this licence agreement or as a result of the User’s use of the Verso Application, even if Verso has been advised of the possibility of such Consequential Loss being incurred.

1. Users liability

Notwithstanding any other provision of this licence agreement, the maximum aggregate liability of the User to Verso under or in connection with this licence agreement (including for breach of this licence agreement by the User or any negligent act or omission of the User) shall be limited to the lesser of the total amount of the licence fees (if any) paid to Verso by the User for the Verso Application or the sum of AUD $1000. The User will not be liable to Verso for any Consequential Loss incurred by Verso under or in connection with this licence agreement or as a result of the User’s use of the Verso Application, even if the User has been advised of the possibility of such Consequential Loss being incurred.

1. General provisions

   1. Governing law

This licence agreement will be governed by and construed exclusively under the laws of the State of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the Federal Court of Australia.

1. International conventions

The United Nations Convention on the International Sale of Goods (the Vienna Convention) will not apply to this licence agreement or the subject matter hereof.

1. Assignment

The User may not assign or otherwise deal with any of its rights or obligations under this licence agreement without the prior written consent of Verso. Verso may only assign, novate or otherwise deal with its rights under this licence agreement without the consent of the User if the assignment, novation or dealing will not have a material adverse impact on the rights of the User under this licence agreement. .

1. Waiver and variation

This licence agreement will not be varied except by a document in writing signed by the parties. No failure to exercise or delay in exercising any right given by or under this licence agreement to a party constitutes a waiver and the party may still exercise that right in the future.

1. Liability of parties

If a party consists of more than one person:

1. an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;

2. a right given to those parties is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and

3. a representation, warranty or undertaking made by those parties is made by each of them.

1. Severability

If any provision of this licence agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this licence agreement or affecting the validity or enforceability of that provision in any other jurisdiction.