Terms of Purchase - Online Course Agreement

 

Updated: December 2, 2021

This Online Course Agreement (“Agreement”) is made by and between Galaxy Reading (the “Company”) and you to govern your use, access and participation in the online course provided by the Company on the website galaxyreading.com (“Website”).

1. The Course

The Company shall provide access to all the courses (including the course features) listed on the Website (the “Courses’) . As a condition of purchasing and participating in any Course, you agree to be bound by all the policies and procedures set out in this Agreement, including those incorporated by reference (if any). If you do not agree to be bound by this Agreement, please cease your participation in the Course immediately.

2.  Access to the Courses

2.1. In order to purchase any of the Courses you must register for an account via the Website. If you already have an account on the Website, you can log into your account using your user name and password.

2.2 If you purchase multiple Courses, each individual course will be treated by us as a separate offer to purchase. Acceptance of your offer to buy one or more courses will not be acceptance by us of your offer to purchase any other courses which make up your order.

3. Payment

3.1 By selecting a Course on the Website, you agree to pay the Company the fees indicated for that Course.

3.2 Payment processing related to the Course is performed by either the Company directly or by the Company’s affiliates on behalf of the Company depending on the type of payment method used.

3.3 You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide the Company with valid payment information in connection with your orders. By providing the Company with your payment information, you agree that (i) the Company is authorized to immediately invoice your Account for all fees and charges due and payable to the Company hereunder, (ii) the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to immediately notify the Company of any change in your payment information. The Company reserves the right at any time to change its prices and billing methods. If payment cannot be charged to your payment card or your payment is returned for any reason, the Company reserves the right to either suspend or terminate your access to the Course(s).

3.4 When you provide payment information to the Company or to one of its payment processors, you represent to the Company that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize the Company to charge your credit card or to process your payment with the chosen third-party payment processor for any Membership, Product or other fees incurred by you. The Company may require you to provide your address or other information in order to meet their obligations under applicable tax law.

3.5 If your use of the Course on Website is subject to any type of use or sales tax or VAT, then the Company may also charge you for those taxes, in addition to the other fees published for that Course on the Website.

 4. Limited License

4.1 By purchasing any Course, you are granted a single-use, non-exclusive, non-transferable, revocable license to access, view and use the Course. You are granted the right to download, store and print single copies of items comprising the Course. All ownership rights in the intellectual property related to the Course remain with the Company and you may not use or reproduce any of the content in any manner, without the express written consent of the Company. Any violation of the copyright or trademark rights of the Company shall result in immediate termination of access to the Course without refund.

4.2 You agree not to use the Course or the Website to: (a) Do anything that violates local, state, national, or international law or breaches any of your contractual obligations or fiduciary duties; (b) Violate Company’s intellectual property; (c) Attempt to access any other user's account; (d) Reproduce, transfer, sell, resell, or otherwise misuse any Course, unless specifically authorized to do so; (e) Access, tamper with the Company’s systems; (f) Break or circumvent our authentication or security measures or otherwise test the vulnerability of the Company’s systems or networks, unless specifically authorized to do so; (g) Try to reverse engineer any portion of our Courses; (h) Try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing; (i) Use any functionality of the Website for anything other than for completing online courses or for pedagogical purposes; and (j) Impersonate or misrepresent your affiliation with any person or entity.

5. Course Terms

5.1 You shall have one license to access and use the Course pursuant to this Agreement.

5.2 You will have lifetime access to the Course purchased by you pursuant to this Agreement. Lifetime access is defined as so long as the Company is providing support and access to the Course. Should the Company decide to terminate the Course, the Company agrees to provide reasonable notice such that you may access and secure the content once the Company has ceased to provide support and/or access to the Course. The Company reserves the right to revoke any license to access and use any Course at any point in time in the event where we decide or are obligated to disable access to the Course due to legal or policy reasons, for example, if the Course you enrolled in is the object of a copyright complaint or if we determine your use of the Course is in breach of this Agreement.

5.3 You may not access or use any Course on the Website or create an account for unlawful purposes. Your use of the Course and behavior on our Website must comply with applicable local or national laws or regulations of your country. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to you.

5.4 You understand and agree that the Course material may not be shared, copied and/or distributed to third parties. The Company reserves the right to terminate your access to the course in its sole discretion if the Company suspects that you have shared the log-in information with a third party.

5.5 You accept that you will not have any recourse against the Company if the Website and/or any Course is down, either for planned or unplanned maintenance.

5.6 The Website may enable you to share your content, such as homework, posts you make in the forums, and the like ("User Content"). To the extent that you provide User Content, you grant the Company a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates this Agreement

6. Intellectual Property

6.1 The Company and its licensors shall retain ownership of all Courses, contents and information on the Website and it shall remain the property of the Company. You undertake not to advertise, or redistribute, and or otherwise to broadcast, such Course, contents, news and information upon termination of this Agreement.

6.2 Neither the Company nor any of its directors, employees or agents warrant that the Course and/or Website will be uninterrupted or error-free, or give any warranty as to the results to be obtained from use of the Course and/or Website. In no event will the Company or its directors, employees or agents be liable to you for any damage, (including, but without limitation, special, incidental, or consequential damage) arising from the use of, or inability to use (for whatever reason), the Course and/Website, including but not limited to damages resulting from loss of data or loss of profits.

7. Indemnification

You agree to indemnify, defend, and hold harmless the Company from any and all claims, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, made by any third party related to: (a) your use or attempted use of the Course and/or Website in violation of this Agreement; (b) your violation of any law or rights of any third party.

8. Liability Disclaimer

8.1 The Company is not responsible for any suspension or interruption of the Course and/or the Website or any other part of the system due to force majeure and other factors.

8.2 The Company do not guarantee that the system is stable and uninterrupted.

8.3 The Company will only provide you with the service based on its current function and current status, and reserves the right to modify all or part of each service function at any time.

8.4 Although the Company will use reasonable efforts to keep the Website and the Courses available and the information on the website and Courses reasonably accurate, the Company make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Website for any purpose. all such information, software, products, services and related graphics are provided "as is". The Company disclaims all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.

8.5 Whilst the Company uses our best endeavours to ensure all your data are secure and complete in the servers, we will not be liable for loss of profits or of contracts, loss of data, damage to your computer hardware or software, loss of business, loss of goodwill or reputation, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of use, and/or consequential loss arising out of or in connection with this website or the information or data contained in it.

9. Termination

You agree that the Company, in its sole discretion, may terminate your use of the Course and/or Website or your participation in it, for any reason or no reason, upon notice to you. It is Company’s policy to terminate in appropriate circumstances the accounts of users of the Website who are repeat copyright infringers. The Company reserve the right at any time in their sole discretion to cancel, delay, reschedule or alter the format of any Course offered through Website, or to cease providing any part or all of the Website content or related services, and you agree that the Company will have no liability to you for such an action. If you no longer desire to participate in the Course and/or the Website, you may terminate your participation at any time. The rights granted to you hereunder will terminate upon any termination of your right to use the Website, but the other provisions of the Agreements will survive any such termination

10. Force majeure

Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one (1) month, the Party not affected may terminate this Agreement by giving written notice of one (1) week to the affected Party.

11. Assignment and other dealings

Neither party shall without the prior written consent of the other party assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

12. No partnership or agency

12.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

12.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

13. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives)

14. Waiver

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. Entire Agreement

15.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

16. Severance

16.1 If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

16.2  If there is any inconsistency between this Agreement and the Terms and Conditions, this Agreement will prevail.

17. Notices

17.1  Any notice so served by hand, e-mail or post shall be deemed to have been duly given:

(a)       in the case of delivery by hand, when delivered;

(b)      in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt ;

(c)     in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting; or

(d)       if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee's email address is wrong or that the message cannot be delivered), provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.

17.2          The addresses of the Company for the purpose of clause 15.1 is as follows:

Company: Galaxy Reading

Address: PO Box 292, Byron Bay, New South Wales, Australia

 E-mail: [email protected]

18. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

19. Right of third parties

A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.

20. Governing law

The parties shall use all reasonable endeavours to resolve any dispute amicably and in good faith.

This document is governed by and are to be construed in accordance with the laws of New South Wales applicable therein.

Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.