THIS IS AN AGREEMENT between Social Skills Training Pty Ltd (together with any Related Body Corporate) (SST) and the person who clicks on the 'I Accept' button (together with any person on whose behalf you are acting) (you or Licensee).

Before you click on the 'I Accept' button, carefully read this agreement. When you click on the 'I Accept' button the Licensee expressly agrees to be bound by all of the terms and conditions of this Agreement.

  1. Licence

    1. SST grants a non-exclusive, non-transferable, non-sub-licensable licence to the Licensee (Licence) for the Term to:
      1. use the SAS Program as specified in the SAS Resources for social and emotional skills development for children between 8 and 12 years of age; and
      2. provide the Game Play Codes (if any) and SAS Resources to Users permitting them to use the SAS Program as specified in the SAS Resources.
    2. By installing, accessing, downloading or otherwise using the SAS Program, you will be deemed to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you must not install, access, download or otherwise use the SAS Program.
    3. This Licence applies to updates, new releases, supplements, fixes, add-on components or other enhancements or improvements of the SAS Program that SST may, at its absolute discretion, make available to the Licensee from time to time.
  2. Licence Fees

    1. In consideration of the grant of the Licence by SST, the Licensee must pay the Fees.
    2. The Fees are payable for the Term.
    3. Amounts payable by the Licensee to SST for, or in connection with, any Taxable Supply under this Agreement do not include any GST.
    4. The Licensee must pay SST an additional amount on account of GST equal to the amounts payable by the Licensee under this Agreement for any Taxable Supply multiplied by the prevailing GST rate.
    5. The additional amount is payable at the same time as the amount for a Taxable Supply is payable by the Licensee to SST.
  3. Intellectual Property Rights

    1. The rights granted to the Licensee to the SAS Program are a licence in the terms described in clause 1 only. Nothing contained in this Agreement or otherwise grants to the Licensee any rights of ownership in all or any part of the SAS Program. SST reserves all rights in the SAS Program not expressly granted to the Licensee in this Agreement.
    2. All Intellectual Property Rights in the SAS Program are owned either by SST or relevant third parties. The SAS Program is protected by Intellectual Property Rights, laws and treaties.
    3. The Licensee acknowledges that the SAS Program is protected by Intellectual Property Rights. The Licensee must not at any time (either during the Term or after termination or expiry of this Licence) do any act or permit the doing of any act which:
      1. is likely to infringe or does in fact infringe the Intellectual Property Rights in the SAS Program; or
      2. is likely to breach or does in fact breach the terms of this Agreement and in particular the Licence granted in clause 1 or the rights and restrictions in clause 6.
  4. Acknowledgements

    1. You acknowledge that:
      1. the SAS Program is provided on an as is basis;
      2. if accessed online, the SAS Game may not be available at all times;
      3. there is no guarantee or representation that the SAS Game and any data, files or other information used via those sources do not contain:
        1. viruses, worms or other software agents; or
        2. files or programs that are designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
      4. the SAS Program and access to the SAS Program may be suspended at any time (without notice or reasons being provided);
      5. the SAS Game may not operate in accordance with the specifications or resources published by SST (including the SAS Resources); and
      6. SST may elect not to provide support services in relation to the SAS Program.
  5. Licensee Account

    1. In order to use the SAS Program, or parts thereof, the Licensee will be required to create a Licensee account.
    2. SST may require additional personal information (including but not limited to your email address and telephone number) to verify your identify, to facilitate your use and access to the SAS Program and your Licensee account and to approve payment of Fees.
    3. The Licensee is responsible for the security of the Licensee's account and you must not provide your user account login details or credentials to any other person or entity.
    4. The Licensee acknowledges and agrees that the Licensee will be responsible for any activities engaged in using the Licensee's account, whether or not it is authorised by the Licensee.
  6. Rights and Restrictions

    1. The Licensee must:
      1. ensure the use of the SAS Program is strictly in accordance with the terms and conditions of this Agreement;
      2. comply with all applicable laws in accessing and using the SAS Program; and
      3. comply with any additional restrictions in relation to the access or use of the SAS Program notified by SST from time to time.
    2. Unless the Licensee has SST's prior written consent or as permitted under this Agreement, the Licensee may not and must ensure that any other person does not:
      1. market, distribute, reproduce, adapt, translate, rent, lease, loan, sell, modify or transfer any copy of the SAS Program to others; or
      2. create any derivative work based upon the SAS Program or any part of the SAS Program.
    3. The SAS Program contains trade secrets and the Licensee must not decompile, reverse engineer, disassemble or otherwise reduce the SAS Program. The Licensee must not divulge, directly or indirectly, any such trade secrets to any person.
  7. Embedded Software

    1. The Licensee acknowledges that the SAS Game may contain Embedded Software and, in addition to the obligations of this Licence, additional obligations may apply to any use of the Embedded Software.
    2. If at any time SST reasonably suspects the SAS Program has been distributed to or obtained by any person without SST's written consent or that Embedded Software is being varied, accessed or used independently of the SAS Program, or that the Licensee is otherwise in breach of a term of this Licence, SST may suspend the Licence.
  8. Inspection

    1. The Licensee must permit a representative of SST (from time to time during ordinary business hours) to inspect and verify the Licensee's compliance with the obligations under this Licence.
    2. The Licensee must give all assistance necessary to such representative to carry out such inspection and verification and permit such representative to take copies of any records or other relevant information.
  9. Termination and Renewal

    1. This Licence is effective for the Term or until terminated in accordance with this clause 9.
    2. Subject to earlier termination, this Agreement is renewable on the expiry of the Term. SST will provide you with notifications of upcoming renewals together with applicable Fees. You will be required to enter a new licence (current at that time) as part of the renewal process.
    3. SST may terminate this Licence immediately if:
      1. the Licensee fails to pay the Fees; or
      2. the Licensee is in breach of any term or condition of this Agreement and such breach is not remedied within fourteen (14) days of written notice from SST.
    4. Despite any terms of this Agreement, SST reserves the right to suspend online access to the SAS Game or terminate this Agreement in the following circumstances:
      1. to prevent an actual or suspected security attack on the SAS Game; or
      2. to protect the Intellectual Property Rights in the SAS Program.
    5. Upon termination of this Licence for whatever reason SST may:
      1. require the Licensee to remove all copies of the SAS Program from the Licensee's hardware and system and any other system to which the Licensee has provided access to the SAS Program under the Licence, and delete or destroy all copies of the SAS Program and all Accessible Code (if any) in its possession, custody or control;
      2. be regarded as discharged from any further obligations under this Agreement; and
      3. pursue any additional or alternative remedies provided by law.
    6. Decommissioning of the SAS Program by the Licensee will terminate this Agreement between SST and Licensee.
    7. Upon termination of this Licence for any reason:
      1. the Licensee shall have no right to a refund of the whole or any part of the Fees or other amounts paid for this Licence and the SAS Program; and
      2. the Licensee will continue to be bound by the provisions of clauses 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13 and 14 of this Agreement.
    8. Termination is without prejudice to any rights SST may have as a result of breach of this Agreement by the Licensee.
  10. Assignment or other Transfer

    1. The Licensee can only assign or transfer this Licence if:
      1. SST first consents in writing - SST may impose any terms or conditions on the assignment or transfer as it considers reasonably necessary; and
      2. the new licensee enters into an agreement with SST agreeing to be bound by the terms and conditions of this Licence.
    2. Any purported assignment or transfer of the SAS Program by the Licensee other than in accordance with the requirements of this clause 10 will be void and will entitle SST to terminate this Agreement in accordance with clause 9.
  11. Disclaimer and Limitation of Remedies

    1. Where legislation implies into these terms and conditions any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, that condition or warranty will be deemed to be included in these terms and conditions. However, our liability for any breach of such condition or warranty will be limited in the same way as our liability in connection with a breach of the consumer guarantees under the Competition and Consumer Act 2010 (Cth).
    2. If any applicable legislation prohibits the exclusion of liability by SST in the manner contemplated by this clause 11 with respect to loss or damage then:
      1. the exclusion does not apply to that loss or damage; and
      2. SST's liability is only limited or excluded with respect to that loss or damage in the manner permitted under that legislation (if any).
    3. Subject to clauses 11.1 and 11.2, SST expressly disclaims any and all warranties, guarantees, conditions, representations concerning the SAS Program, including in relation to:
      1. availability of the SAS Program;
      2. suitability of the SAS Program; or
      3. the integrity, maintenance, security, value and quality of the data, files or other information accessed or used via the SAS Program.
    4. Subject to clauses 11.1, 11.2 and 11.5, under no circumstances will SST be liable for any incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business, loss of business opportunity or goodwill, any claims for indirect, special or punitive damages, third party claims or any indirect or consequential losses or related expenses which may arise from installation or use of the SAS Program, including but not limited to those resulting from:
      1. the SAS Program not being accessible including due to incompatibility of software or systems;
      2. access to the SAS Program not being continuous, uninterrupted or fault free;
      3. corruption of the data, files or information in connection or as a result of the use of the SAS Program;
      4. viruses, worms or other software agents or files or programs that are designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment obtained due to access or use of the SAS Program;
      5. the data, files or information stored on the SAS Program breaching any laws or regulatory requirements;
      6. the data, files or information stored on the SAS Program infringing any third party rights (including Intellectual Property Rights); or
      7. any other defect in the SAS Program; whether or not SST has any notice of the possibility of such damage or loss.
    5. If SST breaches any provision of this Agreement, to the extent permitted at law, SST’s sole and exclusive maximum liability, whether based in contract, tort, or otherwise, will not in any event exceed, in SST’s absolute discretion, either:
      1. the total Fee paid for the SAS Program; or
      2. the cost of having the SAS Program replaced or modified.
    6. The Licensee acknowledges and agrees that if the Licensee breaches this Agreement and SST or a third party owner of Embedded Software suffers any loss, damage, cost or expense directly or indirectly as a result of the breach, SST or the third party owner of the Embedded Software may bring an action directly against the Licensee.
  12. Indemnity

    1. The Licensee will indemnify SST and hold SST harmless against all costs, damages, expenses, losses and claims made against SST as a result of:
      1. a breach of this Agreement; and/or
      2. any infringement of the Intellectual Property Rights in the SAS Program where the SAS Program is used other than in accordance with this Agreement.
  13. Definitions

    1. Accessible Code means source code that is unprotected and accessible in the Software and includes, without limitation, scripts.
    2. Activation Date means the date the Licensee first activates the SAS Game.
    3. Embedded Software means any third party software which may contain Accessible Code or Protected Code licensed by SST from a third party and embedded in the SAS Game.
    4. Fees means fees and expenses payable by the Licensee to SST to acquire oruse the SAS Program or acquire the Game Play Codes for the Term.
    5. Game Play Codes means the number of access codes for the SAS Game acquired by the Licensee to provide to Users.
    6. GST has the meaning given to the term in the A New Tax System (Goods and Services Tax) Act 1999 or similar legislation.
    7. Intellectual Property Rights means the rights comprised in any patent, copyright, moral rights, design or trade mark whether at common law or by statute, rights to apply for registration under a statute in respect of those or like rights and rights to protect trade secrets, goodwill or confidential information.
    8. Licence means the licence to the SAS Program described in clause 1 of this Agreement.
    9. Licensee means you as an individual or, if you are acting on behalf of another entity or person, that entity or person.
    10. Protected Code means any source code which SST or a third party has taken steps to protect from access.
    11. Related Body Corporate has the meaning given to it by section 50 of the Corporations Act 2001 (Cth).
    12. SAS Game means the software (for the Secret Agent Society social and emotional skills program) the subject of the Licence, including computer software, Accessible Code (if any), Protected Code (if any) and Embedded Software (if any).
    13. SAS Program means the SAS Game and the SAS Resources as updated or released by SST from time to time.
    14. SAS Resources means materials, 'online', electronic or hard copy documentation or guides and associated media to be used in conjunction with or relating to the Secret Agent Society social and emotional skills program.
    15. Taxable Supply has the meaning given to the term in the A New Tax System (Goods and Services Tax) Act 1999 or similar legislation.
    16. Term means:
      1. in relation to the SAS Game, the term of 12 months from the Activation Date;
      2. in relation to SAS Resources, the term advised by SST in relation to the SAS Resources or, if no term is advised, in perpetuity.
    17. User Licence Terms means the terms and conditions accepted by the Users governing their use of the SAS Program.
    18. Users means persons to whom the Licensee provides a Game Play Code to use the SAS Program in accordance with this Agreement and sas specified in the SAS Resources.
  14. Interpretation

    1. You must do all things necessary or desirable to give effect to the provisions of this Agreement including by signing all documents and performing all acts.
    2. This Agreement contains the entire agreement between you and SST and supersedes all prior representations, conduct and agreements with respect to its subject matter.
    3. You are responsible for your own costs of agreeing to and complying with this Agreement.
    4. To the extent that any portion of this Agreement is void or otherwise unenforceable then that portion will be severed and these terms and conditions will be construed as if the severable portion had never existed.
    5. This Agreement does not create a relationship of employment, trust, agency or partnership between you and SST.
    6. You acknowledge that we may amend this Agreement in our discretion by making new terms and conditions available and those amended terms and conditions apply from the date they are made available and continued use of the SAS Program constitutes acceptance of the amended Agreement.
    7. Unless otherwise expressly contemplated, where a provision of this Agreement contemplates that we may exercise our discretion then we are entitled to exercise that discretion absolutely, with or without conditions and without being required to give reasons.
    8. The laws of Queensland, Australia apply to these terms and conditions and you irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
    9. A right under this Agreement may only be waived in writing signed by us and is effective only to the extent specifically set out in the waiver.
    10. Interpretation.

      In this Agreement, unless the context otherwise requires:
      1. a reference to:
        1. any contract (including this Agreement) or other instrument includes any variation or replacement of it and as it may be assigned or novated;
        2. a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association or an authority;
        3. a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including by way of novation) and permitted assigns;
      2. the words ‘costs’ and ‘expenses’ include reasonable charges, expenses and legal costs on a full indemnity basis;
      3. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
      4. the time between two days, acts or events includes the day of occurrence or performance of the second but not the first act or event; and
      5. a provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the document or the inclusion of the provision in the document.