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.
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.
Depending on whether the User registers to use the Verso Application as a Teacher or Student, the User will also be required to agree to and comply with the Teacher Terms or Student Terms in order to access and use the Verso Application.
Definitions and interpretation
In this licence agreement, unless the context otherwise requires:
Commencement Date means the date the User clicks the ‘I accept’ button or otherwise confirms the User’s acceptance of this licence agreement electronically.
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.
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.
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.
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.
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.
Permitted Purpose means accessing and using the Verso Application for educational purposes in accordance with this licence agreement and the Student Terms or Teacher Terms (as applicable).
Student means any person who registers to use the Verso Application as a student.
Teacher means any person who registers to use the Verso Application as a Teacher.
Term means has the meaning given in clause 5.1 of this licence agreement.
User means the person who downloads or is otherwise provided with a copy of the Verso Application and who enters into this licence agreement.
Verso means Verso Learning Pty Ltd (ACN 165 807 821) of 90 Maribyrnong Street, Footscray, Victoria, Australia.
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.
Verso Application Services has the meaning given in the Teacher Terms.
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.
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:
the singular includes the plural and vice versa;
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions; and
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.
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.
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:
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);
modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Verso Application;
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;
distribute any part of the Verso Application for commercial purposes or otherwise sub-licence or resell the Verso Application;
create derivative works from all or any part of the Verso Application;
transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Verso Application; or
publish, communicate or otherwise make any part of the Verso Application publically available.
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:
following the termination of this licence agreement; or
if the User breaches (or Verso reasonably suspects the User has breached) any provision of this licence agreement, the Student Terms or Teacher Terms (as applicable).
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.
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.
Term and termination
This licence agreement commences on the Commencement Date and will continue until terminated pursuant to clause 5.2.
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:
the User breaches a term or condition of this licence agreement or the Student Terms or Teacher Terms (as applicable) and fails to remedy such breach within seven days after being provided with written notice of the breach by Verso;
the User breaches a term or condition of this licence agreement or the Student Terms or Teacher Terms (as applicable) which Verso considers cannot be remedied; or
Verso terminates its provision of Verso Application Services to the User under the Teacher Terms or terminates the User’s access to or use of the Verso Application under the Student Terms (as applicable).
Post termination obligations
Immediately on termination of this licence agreement, the User must:
cease all use of the Verso Application; and
permanently delete all copies of the Verso Application from any devices in its possession, custody or control.
Survival of certain terms
The party’s obligations under clauses 2.2, 5.4, 6, 8 and 9 of this licence agreement will survive notwithstanding any termination of this licence agreement.
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.
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.
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.
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.
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:
if the breach relates to goods:
the replacement of the goods or the supply of the equivalent goods;
the payment of the cost of replacing the goods or of acquiring equivalent goods; or
if the breach relates to services:
the supply of the services; or
the payment of the cost of having the services supplied again.
Warranties and liability
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.
Subject to clause 7 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.
The User will indemnify Verso and each of its directors, officers, employees, agents, contractors and related bodies corporate (Indemnified Parties), and keep each of them indemnified, against any claim made against an Indemnified Party or Loss suffered or incurred by an Indemnified Party which arises from or in respect of:
any breach by the User of this licence agreement; or
any negligent, or wilful acts or omission, theft, misconduct, dishonesty or fraud committed by the User, its officers, directors, employees, agents, representatives, delegates or contractors.
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.
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.
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 assign, novate or otherwise deal with its rights under this licence agreement at any time effective immediately upon Verso notifying the User of the assignment or novation.
This licence agreement and the Student Terms or Teacher Terms (as applicable) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.
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.
Liability of parties
If a party consists of more than one person:
an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;
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
a representation, warranty or undertaking made by those parties Is made by each of them.
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.
Learnology Pty Ltd (collectively, ‘Verso’, ‘we’ or ‘our’) provides the Verso Application, which is an online application that assists students and teachers to share videos, information and other similar educational content online and interact with each other regarding such content (as well as other products and services).
COLLECTION OF INFORMATION FROM STUDENTS
Use of the Verso application or our other products or services by students may require us to collect personal information from the student.
If a student is aged under 13 years, we will only collect personal information from that student where a relevant teacher of the student has undertaken to us to obtain a consent from a parent or guardian of the student for that student to use the Verso application or our other products and services and disclose personal information to us. Teachers should only provide class passwords (which enable students to access the Verso application) to students aged under 13 years where such a consent has been obtained in relation to that student.
If you are a student aged under 13 years, please do not provide personal information to us or otherwise use the Verso application or our other products or services unless such a consent has been provided by your parent or guardian. If you are unsure, speak with your parent or guardian.
Information we collect
Personal information generally refers to information that identifies an individual or from which an individual’s identity can reasonably be ascertained.
When you use our applications, our website or our other products or services, we may collect personal information from you. The main ways we will collect personal information from you will be:
• where you provide personal information to us. For example, if you register to use the Verso applications or our other products or services we may ask you for personal information such as your name, email address, postal/zip code and the school you attend or teach at; and
• where we collect personal information about you as an incidence of you using the Verso applications or our other products or services, for example information regarding the content you upload to the Verso applications or information regarding the comments or other material you post using the Verso applications.
If you purchase credits for the Verso applications or other products or services from us you may be required to provide payment information, such as credit card details, debit card details, payment gateway details or other similar payment details. This information will be collected by our third party payment services provider and will not be collected, stored or used by us
HOW WE USE YOUR PERSONAL INFORMATION
We collect and may use your personal information for the purposes of providing you with access to and use of the Verso applications or our other products and services and for any necessary related purposes. These related purposes include:
• accounting, billing and other internal administrative purposes;
• facilitating our internal business operations;
• identifying and informing you of products and services that may be of interest to you;
• responding to queries and feedback you submit to us;
• planning, research, product development and customisation; and
• any legal requirements which we must comply with.
You are under no obligation to provide your personal information to us. However, without certain personal information from you, we may not be able to provide you with access to or use of the Verso applications or our other products or services.
HOW WE DISCLOSE YOUR PERSONAL INFORMATION
We may disclose your personal information to third parties for the purpose for which we collect it (for example to provide you with access to the Verso applications or our other products or services ) or for other purposes where you have consented to the disclosure.
We may disclose your personal information to service providers or other partners we appoint to assist us in providing you with access to and use the Verso applications or our other products or services. Any such disclosures will be made on a confidential basis and will require the service provider or other partner to comply with appropriate privacy obligations.
We may also disclose your personal information to a law enforcement agency, government authority, the school that you teach at or attend or another similar body where we reasonably believe such disclosure is necessary to:
• comply with any applicable and enforceable law, regulation, governmental or law enforcement request;
• detect, prevent, or otherwise address fraud, security or safety issues relating to the Verso applications or our other products or services; or
• protect against harm or potential harm to us, our users or any other persons.
Personal information we collect from you may be stored or hosted by third party data hosting providers appointed by us. As a result, we may disclose your personal information to data hosting or other similar service providers located in the United States of America, Australia or the United Kingdom.
SECURITY OF YOUR PERSONAL INFORMATION
We take all reasonable steps to ensure that the personal information we hold is protected against misuse, loss, unauthorised access, modification or disclosure. We will hold personal information in both hard copy and electronic forms in secure databases on secure premises, accessible only by our authorised staff.
CAN YOU ACCESS THE PERSONAL INFORMATION THAT WE HOLD ABOUT YOU?
You have a right to access your personal information that is collected and held by us. If at any time you would like to access or change the personal information we hold about you, or you would like more information on our approach to privacy, please let us know.
To obtain access to your personal information, we may request that you provide us with proof of your identity. This is necessary to ensure that personal information is provided only to the correct individuals and that the privacy of others is protected.
We will take all reasonable steps to provide access to your personal information within 30 days from your request. In less complex cases, we will attempt to provide information within 14 days.
If providing you with such access requires a detailed retrieval of your personal information, a fee may be charged for the cost of such retrieval and supply of information.
AMENDMENTS TO POLICY
Our policy may be updated from time to time. We will ensure the current version of the policy is available on our websites and via the Verso applications.
Prior to making changes we will use reasonable means to provide notice to teachers/education institutions of any such variation by electronic communication to any email address provided. Such messages will be deemed to be received one hour after the electronic communication is recorded as being sent by the device from which we sent that electronic communication. Notified teachers/education institutions shall be required to notify their students who are using the software and or their parents / guardians.
In the event of a material change to this policy you will be presented with a copy of the new terms and be required to accept the new terms prior to accessing the software.
HOW TO CONTACT US
For further information or enquiries regarding your personal information, please contact our Privacy Compliance Manager firstname.lastname@example.org
Please direct all privacy complaints to our Privacy Compliance Manager. At all times, privacy complaints:
¨ will be treated seriously;
¨ will be dealt with promptly; and
¨ will be dealt with in a confidential manner.
The Privacy Compliance Manager will commence an investigation into your complaint. You will be informed of the outcome of your complaint following the completion of the investigation.