BUZZ BOX VIDEO PTY LTD TRADING AS LAUNCHPAD6 ("LAUNCHPAD6") PERMITS ACCESS TO THE PLATFORM SERVICE TO YOU (“CUSTOMER”) SUBJECT TO THE TERMS CONTAINED IN THIS SERVICE AGREEMENT (THIS "AGREEMENT"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCESSING THIS PLATFORMS SERVICE AND THE ACCOMPANYING DOCUMENTATION (THE "SERVICE"). THE SERVICE IS COPYRIGHTED AND IT IS RECIEVED BY YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE.

THIS AGREEMENT IS A LEGAL AGREEMENT CONCERNING THE SERVICE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND LAUNCHPAD6. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH LAUNCHPAD6 RELATING TO THE SERVICE.

 

Assent to Be Bound

By using this Service, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not use the Service. You control access by End Users, and you are responsible for their use of the Service in accordance with this Agreement. End Users means any person you permit to access the Service or use the Service. You agree that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click-through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.

 

Intellectual Property Rights

Except as expressly set forth herein, this Agreement does not grant: (a) Launchpad6 any Intellectual Property Rights in Customer Data or Customer Material; or (b) you any Intellectual Property Rights in the Services or Launchpad6 trademarks and brand features. You grant Launchpad6 only the limited rights that are reasonably necessary for Launchpad6 to provide the Services. This limited permission also extends to Sub-contractors or Sub-processors.

Launchpad6 may use, modify and incorporate into its products and services, licence and sub-licence, any feedback, comments or suggestions on the Services that the Customer or End Users may send to Launchpad6 or post in Launchpad6 forums without any obligation to the Customer. Any modifications to the Service or the Platform made by Launchpad6 for the Customer become the exclusive Intellectual Property of Launchpad6.   

 

Acceptable Use

You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service. You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.  You acknowledge that Launchpad6 will use the email address you provide as the primary method for communication. 
You are responsible for keeping your password secure. Launchpad6 will not be liable for any loss or damage from your failure to maintain the security of your account and password. You agree to not misuse the Service or help anyone else to do so. You may not (a) probe, scan or test the vulnerability of any system or network; (b) breach or otherwise circumvent any security or authentication measures; (c) access, tamper with or use non-public areas or parts of the Service, or shared areas of the Service you haven't been invited to; (d) interfere with or disrupt any user, host or network, for example by sending a virus, overloading, flooding, spamming or mail-bombing any part of the Service; (e) access, search or create accounts for the Service by any means other than our publicly supported interfaces (for example "scraping" or creating accounts in bulk); (f) send unsolicited communications, promotions or advertisements, or spam; (g) send altered, deceptive or false source-identifying information, including "spoofing" or "phishing"; (h) promote or advertise products or services other than your own without appropriate authorisation; (i) circumvent Storage Limits, Bandwidth Limits or Active User Limits; (j) publish or share Customer Materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence; (k) advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability or impairment; (l) violate the law in any way, including storing, publishing or sharing Customer Material that's fraudulent, defamatory or misleading; or (m) violate the privacy or infringe the rights of others.

 

Term of This Agreement

The term of this agreement will continue until terminated as per this Agreement. Your rights with respect to the use of the Service will be subject to payment of all fees owing to Launchpad6 unless terminated or cancelled by you or Launchpad6 according to the conditions of this Agreement. Upon termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using the Service, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information. 
 

Fees

A valid credit card is required for payment for the right to access the Service unless otherwise agreed by Launchpad6. The fee for the use of the Service (excluding overage charges) is billed and payable in advance on recurring basis based on the Subscription Plan Period. Overages are charged monthly in arrears if applicable for the month the overage has occurred. You are responsible for paying any overage fees incurred while your account is open. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Australia (GST). The Customer will pay Launchpad6 net of any applicable Withholding Taxes. All fees are payable within 7 days of invoice for Subscription Plan Periods. The Service will not be provided to until the fee is paid in full. You may upgrade your plan at any time to a higher fee plan. Upgraded plans will be billed immediately and prorated to the next due date. You may downgrade your plan if you have not exceeded the downgraded plans Active User Limits, Storage Limits, Bandwidth Limits and you have not used any of the functionality not included in the Downgraded plan unless specifically agreed by Launchpad6. Downgraded plans will happen immediately however the new plan will not be billed at the new rate until the next due date for the current plan. Unless state in writing otherwise, all fees and charges are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. No exceptions will be made.

 

Auto-renewals and Auto-upgrades

Launchpad6 will automatically charge for the renewal of the Service at the end of the Subscription Plan Period, unless the customer cancels the Service using the online cancelation function prior to the commencement of the next Subscription Plan Period or notifies Launchpad6 in writing that the Customer wants to cancel or disable auto-renewal at least 7 days prior to the next renewal period. There will be no refunds or credits for failing to cancel the Service according to these conditions. Launchpad6 may revise service rates by providing the customer at least thirty days' notice prior to the next charge. If the Customer sets the Platform to automatically upgrade the Subscription Plan then Launchpad6 will automatically upgrade and charge the appropriate fees for the upgraded Subscription Plan if the Subscription Plan Limits are exceeded.

 

Termination

You may cancel your Service at any time by terminating your Subscription Plan. This facility is provided within the Platform. The Service will continue until the end of the currently paid Subscription Plan Period. Once cancellation is confirmed and the currently paid Subscription Plan Period expires, all your Customer Data and Customer Material will be deleted from the Service. Launchpad6 may terminate this Agreement immediately if the Customer is in material breach of this Agreement and fails to cure that breach within seven (7) days of written notice. Unless agreed in writing by Launchpad6, you will not be entitled to any refunds of any Fees, pro rata or otherwise.

 

Themes 
You may establish the appearance of your Launchpad6 Service with a design template from the Launchpad6 available Themes (“Theme”). 
You may modify the Theme to suit your site. Launchpad6 may modify the Theme where it contains, in Launchpad6’s sole discretion, an element that may be unlawful, offensive, threatening, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any person’s intellectual property, even if you received the Theme in that condition. Launchpad6 may modify the Theme to reflect technical changes and updates as required. Where a Theme has been designed by Launchpad6 all Intellectual Property rights of the Theme and any resultant Theme derived or modified by the Customer, remain with Launchpad6. Technical support for a Theme is the responsibility of the Customer, and Launchpad6 accepts no responsibility to provide such support unless the Theme was designed and supplied by Launchpad6 and has not been modified by the Customer. 
 

Fraud

Without limiting any other remedies, Launchpad6 may suspend or terminate the Service if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Service. 

 

Communications from Launchpad6

Launchpad6 may periodically contact you or End Users for customer service purposes. Communications to you may also include communications to opt-in to Launchpad6 marketing-based communications.  By accessing the Service, you consent to receive such communications. You agree that Launchpad6 may reference its business relationship with you in its marketing or sales materials.

 

 

Non-Disclosure of Confidential Information

You understand and agree that you may have access to the confidential information of Launchpad6. For the purposes of this Agreement, “Confidential Information” means proprietary and confidential information about Launchpad6 (or it’s suppliers’) services. Such information includes all programs, technologies, software, processes, methods, operating procedures, products, agreements, prices, services, trade secrets, know how, financial, accounting, marketing and technical information, ideas, concepts, Intellectual Property, other customer information or details, and other information that relates to Launchpad6 and other information marked or designated by Launchpad6 as “confidential” or “proprietary.” Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include:

 

A.   Information that is currently in the public domain or that enters the public domain during the Term of this Agreement.

 

B.   Information Launchpad6 lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation.

 

C.   Information that you knew prior to receiving any Confidential Information from Launchpad6.

 

D.   Information that you independently develop without reliance on any Confidential Information from the Launchpad6.

 

You agree that you will not disclose to any third Party or use any Confidential Information disclosed to you by Launchpad6 except when expressly permitted in writing by Launchpad6. You also agree that you will take all reasonable measures to maintain the confidentiality of all Confidential Information of Launchpad6 in its possession or control.

 

Disclaimer

THE USE OF THE SERVICE ARE PROVIDED "AS IS", AND LAUNCHPAD6 DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, LAUNCHPAD6 EXPRESSLY DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. LAUNCHPAD6 DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SERVICE.

 

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LAUNCHPAD6 AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THESE AGREEMENT (HOWEVER ARISING INCLUDING NEGLIGENCE).

 

YOU AGREE TO INDEMNIFY AND HOLD LAUNCHPAD6 AND (AS APPLICABLE) OUR PARENT, SUBSIDIARIES, AFFILIATES, LAUNCHPAD6 PARTNERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

 

LAUNCHPAD6 CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR USE OF THE SERVICE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID TO LAUNCHPAD6 BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL LAUNCHPAD6 BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF LAUNCHPAD6 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Governing Law and Choice of Forum

Governing law and jurisdiction: This Agreement is governed by, and must be construed in accordance with, the laws of the Victoria, Australia. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (Proceedings) each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.

 

Interpretation of Conflicting Terms.

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of Launchpad6, and the Customer will not disclose the information to any third parties. The Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click-through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.

 

Assignment.

The Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Launchpad6. Launchpad6 may not assign this Agreement without providing notice to the Customer, except Launchpad6 may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

 

Force Majeure.

Except for payment obligations, neither Launchpad6 nor the Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance).

 

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between you and Launchpad6 with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. All attachments to the Agreement, Master Consulting Agreements and Customer invoices executed by the Parties are hereby incorporated into the Agreement by this reference.

 

Terms Modification.

Launchpad6 may revise this Agreement from time to time and the most current version will always be posted on the Launchpad6 website. If a revision, in Launchpad6’s sole discretion, is material, Launchpad6 will notify the Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Launchpad6’s blog or terms page, and the Customer is responsible for checking these postings regularly. By continuing to access or use the Service after revisions become effective, the Customer agrees to be bound by the revised Agreement. If the Customer does not agree to the revised Agreement terms, the Customer may terminate the Service within thirty days of receiving notice of the change.

 

Severability.

Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

 

DMCA Notice and Take Down

Launchpad6 supports the protection of intellectual property and asks their users to do the same. It is our policy to expeditiously respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”), the text of which can be found at the U.S. Copyright Office website, https://www.copyright.gov. It is expected that all users of any part of Launchpad6 will comply with applicable copyright laws. If, however, we receive proper notification of claimed copyright infringement, our response to such notices will include removing or disabling access to Customer Material claimed to be the subject of infringing activity and/or terminating the subscriber. If someone believes that one of our clients is infringing their intellectual property rights, they can send a DMCA Notice to Launchpad6 at accounts@launchpad6.com. Upon receiving a DMCA Notice, we may remove or disable access to the Customer Material claimed to be a copyright infringement. Once provided with a notice of takedown, the infringing customer can reply with a counter notification using a DCMA Notice if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the customer from engaging in the infringing activity, otherwise we restore the Customer Material. 

 

 

 

Definitions

“Active User” means any End User with current access to the Service and access to Edify Content.

“Active User Limits” means the maximum number of Active Users allowed during any given Subscription Plan Period and specified within the Subscription Plan.

“Bandwidth Limits” means the maximum allowed accumulative data transfer to and from the Platform expressed in MB (1,000,000 bytes) during a given Subscription Plan Period and specified in a Subscription Plan.

“Banners” means the background image used on a title page.

“Customer Data” means any data collected and stored in the Platform about an End User or Customer.

“ContestPad” means the contest Platform provided by Launchpad6 and provided as part of the Service as specified in the Subscription Plan.

“Edify6” means the education management Platform provided by Launchpad6 and provided as part of the Service as specified in the Subscription Plan.

“Edify6 Content” means any Edify6 course or lecture attachments, questionnaires, quizzes or assets that can be accessed only when an End User has been granted access by the Customer through the provision of an Edify6 Product.   

“Edify6 Product” means the collection of course and lecture Customer Material that a Customer grants an End User access to.

“End User” means any person you currently permit or have previously permitted to access the Service.

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights and other similar rights.

“Master Consulting Agreement” means a separate agreement between Launchpad6 and the Customer that governs consulting or customisation of the Service.

“Customer Material“ means any images, videos, written text, sound files, documents, code, references, links, configurations or any other information uploaded or entered into the Platform by the Customer or End User including Customer Data.

“Platform” means website software provided to the Customer and their End Users as part of the Service.

“Storage” means the total amount of Storage in MB (1,000,000 bytes) stored and managed by the Service.

“Storage Limit” means the total amount of Storage that can be stored and managed by the Service and specified in the respective Subscription Plan.

“Sub-contractors” means an entity to whom Launchpad6 sub-contracts any of its obligations under this Agreement.

 

“Sub-processors” means an entity who agrees to process or host Storage, Bandwidth or Platform on Launchpad6’s behalf, or on behalf of another Launchpad6 sub-processor, in order to provide the Services.

“Subscription Plan” means the Platform and level of Platform functionality, service levels and Subscription Plan Limits provided to the Customer as part of the Service. It also describes the Subscription Plan Period and associated Subscription Plan Period fees for the Service as specified on the Launchpad6 public website or Platform.

“Subscription Plan Limits” means the maximum limits to the Service as described in the Subscription Plan. These may include but are not limited to Active User Limits, Storage Limits and Bandwidth Limits. If a limit is not described in a Subscription Plan then it is not applicable.

“Subscription Plan Period” means the recurring billing term as defined within the Subscription Plan.

“Thumbnail” means a small image representation of a larger image, video, document or other Platform asset.

“Trailer” means a shortened video that summarises a substantially larger Platform video, image or asset. It is only used for advertising or marketing reasons only.