This page serves as the governing document.
1. Governing document
(a) The terms of this document govern the relationship between the licensee (you) and Microbric Pty Ltd ACN 110 306 164 (Service Provider) in respect of use of the Services by a user (User) being a natural person who is either:
(i) you, where you are over the age of 18 years, and acquire the Services for your own use; and/or
(ii) your child under the age of 18 years, student under the age of 18 years, employee or contractor, where you acquire the Services for their use.
(b) The User’s entitlement to use the Services is conditional upon you agreeing to the terms set out in this document. The Services are offered for use by the User on the condition that you read and accept this document and agree to be bound by its terms.
(c) By allowing, authorising or enabling the User to use or access the Services, you are considered to have accepted the terms set out in this document. If you do not agree with or otherwise do not wish to accept the terms set out in this document, do not allow the User to install, use or access the Services.
(d) If you are not the User, you must procure and otherwise ensure that the User complies with this document in all respects, and agree that you will be responsible for, and indemnify the Service Provider against, any claims made against the Service Provider, and all losses and damages sustained by the Service Provider (whether directly, indirectly, consequentially or in any other way) arising from or otherwise connected to any breach of or other failure to comply with this document by the User.
(e) If you are not the User and the User is under 18 years of age, you assert that you are acting in the role of the User’s educational institution, parent or guardian in regard to use or access of the Services and agree to these terms in such capacity on behalf of the User before the User can use or access the Services. The Service Provider will not otherwise provide access to the Services to any person under 18 years of age.
2. Definitions and interpretation clauses
In these terms:
Creative Commons Licences – means the sets of licensing terms listed at http://creativecommons.org.au/learn-more/licences.
Intellectual Property – means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including (but not limited to) rights in respect of or in connection with:
(a) any related confidential information, trade secrets, know-how or any right to have information kept confidential;
(b) copyright (including future copyright and rights in the nature of or analogous to copyright);
(c) trademarks, service marks and other related marks; and
(d) all associated goodwill,
whether or not existing at the date you agree to these terms and whether or not registered or registrable and includes any and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.
Materials – means any materials supplied to the User by the Service Provider as part of the Services.
Open Source Code – means any software source code made available under an Open Source Licence.
Open Source Licence – means a licence that governs the use of Open Source Code, which is included with the Open Source Code, examples of which include the GNU General Public License v2.
Product – means any good manufactured, distributed or sold by the Service Provider, including but not limited to ‘EDISON’ brand educational robots and accessories.
Script – means any script or other program for use with a Product, developed using or supplied via the Services.
Services – means the website, web applications and associated resources provided by the Service Provider including but not limited to meetedison.com, edpyapp.com, edwareapp.com, edscratchapp.com and edblocksapp.com.
(a) Subject to these terms, the Service Provider will provide the User with access to and use of the Services.
(b) The Service Provider grants the User a non-exclusive, non-transferable licence to use the Materials only to the extent necessary for the User to access and use the Services in the manner permitted by these Terms.
(c) You acknowledge and agree that the User’s use of the Services may be subject to limits determined by the Service Provider at its sole discretion. For example, there may be limits on the volume of materials that will be stored by the Service Provider on the User’s behalf.
(d) The Service Provider may, in any manner and at any time:
(i) modify the Services, including by removing any features or functionality from the Services;
(ii) cease offering the Services or any part thereof; and/or
(iii) alter the Services in such a manner as to render them incompatible with a Product, or any other computing devices or software used by a User.
4. User account
In order to use the Services, or parts thereof, the User may be required to create a user account.
You must ensure that:
(a) the User does not register multiple user accounts, as an individual is only permitted to have a single user account;
(b) neither you or the User allows multiple people to use the same user account; and
(c) both you and the User use reasonable efforts to prevent unauthorised third parties from accessing the Services.
The User is responsible for protecting the confidentiality of his or her password. You acknowledge and agree that you will be responsible for any activities engaged in using the User’s account, whether or not access is authorised by you or the User.
The Service Provider reserves the right to terminate the User’s account at any time if you or the User breach the terms of this document. If the User’s account is terminated by the Service Provider, you and the User must not access any other user accounts or create any further user accounts.
5. User interaction
The Services may enable the User to communicate with other users, or to post materials that may be made publically available.
You acknowledge and agree that:
(a) any information or material submitted by you, the User and any users using the Service (including any Scripts) will be treated by the Service Provider as non-confidential and non-proprietary and the Service Provider can use such material without restriction or compensation to you or the User or any other party;
(b) you grant the Service Provider a perpetual, irrevocable, licence-fee free, royalty free, worldwide, non-exclusive, sub-licensable right to use any Intellectual Property and other information or material created or submitted by you using the Services, including any Scripts, and will procure that the User does the same, where you are not the User, in respect of Intellectual Property and other information or material created or submitted by it through its use of the Services, including any Scripts;
(c) you and the User will not use the Services to create, post or transmit:
(i) any material or information which is offensive, defamatory, obscene, unlawful, vulgar, harmful, threatening, abusive, amounts to harassment or is otherwise objectionable; or
(ii) any Scripts that the are intended to damage Products or are otherwise malicious;
(d) you and the User will not use the Services to post or transmit any unsolicited advertising or promotional material;
(e) any material that you or the User save, post or transmit can be removed by the Service Provider without notice at any time, for any reason including no reason;
(f) you and the User will not post or transmit any Intellectual Property or other material owned by another person or entity. You warrant and represent that all material posted is original work and not sourced from any third party without proper permissions, and that you and/or the User are the sole owner of all associated Intellectual Property;
(g) you and the User will not post or transmit any material, including any Script, which contains viruses or other computer code, files or programs which are designed to limit or destroy the functionality of any Product or any other computer software or hardware or other malicious intent;
(h) the Service Provider does not accept any responsibility or liability for:
(i) the accuracy or content of posts or transmissions made by other users of the Services, and the Service Provider is not liable for any loss or damage of any kind, or any claim, resulting from any action taken or reliance made by you or the User regarding any Intellectual Property or other information or material obtained from another user and/or made available by another user; or
(ii) any Scripts created or modified by persons other than the Service Provider, and the Service Provider is not liable for any loss or damage of any kind, or any claim, resulting from any use of such Scripts; and
(i) you and the User, and not the Service Provider, are responsible for resolving any disputes you may have with other users of the Services.
6. Your obligations
6.1 Third party services
(a) Access to the Services, or parts thereof, may require the User’s device(s) to be connected to the internet or require other third party services, devices or software.
(b) The User’s use of third party goods and services may be subject to fees and separate terms and conditions, and you acknowledge that the Service Provider is not liable for the activities of any such third parties.
(c) The User must comply with any applicable third party terms of agreement when using the Services. You and the User are responsible for ensuring that your installation and use of the Services does not cause the User to exceed any data usage quotas or other limitations that may apply to the User’s internet service or other services acquired from third parties.
(d) The Services may contain links (including via advertisements) to third party websites or other third party content or services. Those links are provided for convenience only and may not remain current or be maintained. You acknowledge that such links should not be construed as an endorsement, approval or recommendation by the Service Provider of the third parties, or of any content or services provided by them, and that the User’s use of any third party content or services may be subject to separate terms and conditions.
You agree that you and the User will not:
(a) attempt to disrupt the normal operation of the Services, or any infrastructure operated by the Service Provider or other business activities of the Service Provider;
(b) attempt to gain unauthorised access to the Services;
(c) make any automated use of the Services;
(d) impersonate any other person in using of the Services; or
(e) use the Services in connection with the actual or attempted contravention of any applicable laws.
Unless otherwise specified in these terms or agreed pursuant to a separate written agreement between you and the Service Provider, the Service Provider will not be obliged to support the Services, whether by providing documentation, advice, training, error-correction, modifications, updates, new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the Services by the User.
These terms can be immediately terminated by the Service Provider in the following circumstances:
(a) the Service Provider ceases to offer the Services;
(b) the User deletes or otherwise closes his or her user account for the Services;
(c) you or the User are in breach of any term of this document, or threaten to breach any term of this document;
(d) you, being a corporation, become the subject of insolvency proceedings, or threaten to do so;
(e) you, being a firm or partnership, are dissolved, or threaten to be dissolved; or
(f) you so elect in writing.
Upon termination, the User will no longer be provided with access to the Services.
Termination pursuant to this clause will not affect any rights or remedies which the Service Provider may have otherwise under this document or at law.
Nothing in this clause limits any right the Service Provider may have pursuant to this document to modify the Services, including by removing any features from the Services, or to modify or cease offering the Services or any part thereof.
(a) You acknowledge that the Services cannot be guaranteed to be error free and further acknowledge that the existence of any such errors will not constitute a breach of this document.
(b) Except as expressly provided to the contrary in this document, and to the full extent permitted by applicable law:
(i) the Service Provider will not be liable to you or the User for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, arising out of breach of this document or arising out of the supply of defective Services; and
(ii) in particular, the Service Provider will not be liable to you or the User for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, associated with:
(A) any Script developed or modified by the User;
(B) any Script developed or modified by any other user of the Services, or any party other than the Service Provider; or
(C) damage to or any other degradation or loss of functionality of any Product used in conjunction with the Services.
(c) Without limiting 9(b), to the full extent permitted by applicable law, the Service Provider’s liability for any term, condition, guarantee or warranty that is implied by law and cannot lawfully be excluded by the Service Provider, including the consumer guarantees set out in the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and all similar or equivalent legislation, rules and regulations is limited to (at the Service Provider’s option):
(i) in the case of goods, including the Materials – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to you; or
(ii) in the case of services, including the Services – supplying the services again or paying the cost of having the services supplied again.
(d) Without limiting or affecting any other provision of this document, to the full extent permitted by applicable law, the Service Provider’s maximum aggregate liability to you for any losses you incur or claims you make against the Service Provider is limited to the sum of AUD$10.
(e) You acknowledge that you have exercised your independent judgment in acquiring the Services and have not relied on any representation made by the Service Provider which has not been stated expressly in this document or upon descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by the Service Provider.
10. Intellectual Property
10.1 No transfer
This document does not constitute a transfer or conveyance of any Intellectual Property owned by the Service Provider as at the date of this document, including but not limited to all Intellectual Property associated with Services or the Materials, and its functionality, features and content, or operate as a future transfer of any Intellectual Property owned by the Service Provider any time thereafter.
You acknowledge that the Materials are protected by copyright and may also be protected as other forms of Intellectual Property owned by the Service Provider. You and the User will not during or at any time after the termination of this document undertake or permit any act which infringes or attempts to infringe those Intellectual Property rights.
You will indemnify the Service Provider fully against all liabilities, costs, losses, claims and expenses which the Service Provider may incur to a third party as a result of your breach of any of the provisions of this document by you or the User.
The Services may allow you to create Scripts. To the extent that any Scripts created by you or the User give rise to any Intellectual Property rights, you and/or the User (as the case may be) will retain ownership of these, and are deemed to automatically grant to the Service Provider a worldwide, perpetual, irrevocable, royalty-free, fee-free, fully transferable and sub-licensable licence to use, exploit and modify these Scripts in any way and for any purpose, without compensation to you or the User. You and the User further agree not to enforce, and otherwise waive to the fullest extent legally possible, any moral rights that either of you may have now or in the future in respect of these Scripts.
10.5 Creative Commons
(a) Certain Materials may be identified by the Service Provider as being made available under a Creative Commons Licence. Where this is the case, you and the User may use and reproduce those Materials in accordance with the terms of the applicable Creative Commons Licence, and nothing in these terms overrides the terms of that Creative Commons Licence.
(b) The terms of any Creative Commons Licence will only apply to those Materials where explicitly specified by the Service Provider. You agree that you and the User do not have any entitlement to use or reproduce any other Materials except as expressly granted by these terms.
(c) Where any Materials are expressed by the Service Provider to be made available pursuant to a Creative Commons Licence, but a particular Creative Commons Licence is not specified, then those Materials are licensed pursuant to Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Australia (CC BY-NC-ND 3.0 AU), on the terms listed at https://creativecommons.org/licenses/by-nc-nd/3.0/au/.
10.6 Open Source
(a) The Service Provider may identify certain Materials as being Open Source Code made available under an Open Source Licence. Where this is the case, you and the User may use and reproduce that Open Source Code in accordance with the terms of the applicable Open Source Licence, and nothing in these terms overrides the terms of that Open Source Licence.
(b) The terms of any Open Source Licence will only apply to those Materials where explicitly specified by the Service Provider. You agree that you and the User do not have any entitlement to use or reproduce any other Materials except as expressly granted by these terms.
(c) The Service Provider excludes any warranty or indemnity whatsoever in respect of the Intellectual Property Rights in any Open Source Code to the maximum extent permitted by law.
(d) You must remove any of the Service Provider’s trade marks, logos, get up or other branding from any Open Source Code if you or the User create any new software based on the Open Source Code.
(a) Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Whilst the Service Provider strives to protect such information, it does not warrant and cannot ensure the security of any information transmitted to it by you or the User. Accordingly, any information transmitted to the Service Provider is transmitted at the risk of the sender. Nevertheless, once the Service Provider receives transmissions from you or the User, it will take reasonable steps to preserve the security of such information.
(b) Users must take their own precautions to ensure that the process which they employ for accessing the Services does not expose them to the risk of viruses, malicious computer code or other forms of interference which may damage their Products or other computing devices. For the removal of doubt, the Service Provider does not accept responsibility for any interference or damage to Products or other computing devices which arises in connection with use of the Services.
12.2 Consent to use of data
The Service Provider reserves the right to amend, revise or replace this document from time to time. Amendments, revisions and replacements will be effective immediately upon posting through the Services or at https://meetedison.com/terms-of-use/, unless a later effective date is specified. Continued use of the Services by the User following such notification represents your agreement to be bound by the terms of this document as amended, revised or replaced, and your understanding and acceptance of the amended, revised or replaced document. If you do not wish to be bound by the revised terms, you may terminate this agreement by notice to the Service Provider, following which the User must immediately cease use of the Services.
(a) You cannot assign, novate or otherwise transfer any of your rights or obligations under this document without the prior written consent of the Service Provider which consent can be granted or withheld in the absolute discretion of the Service Provider.
(b) The Service Provider can assign, novate or otherwise transfer any of its rights or obligations under this document at its sole discretion, without notice to you.
(c) An assignment in breach of clause 13.2(a) is intended by the parties to be void and of no force and effect.
(d) A breach of clause 13.2(a) by you entitles the Service Provider to terminate this document.
(a) A waiver of a right, remedy or power by the Service Provider must be in writing and signed by the Service Provider.
(b) The Service Provider does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.
(c) A waiver given by the Service Provider in accordance with clause 13.3(a):
(i) is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be construed as a waiver of that obligation or breach on any other occasion; and
(ii) does not preclude the Service Provider from enforcing or exercising any other right, remedy or power under this agreement nor is it to be construed as a waiver of any other obligation or breach.
If a provision in these terms is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from this document for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these terms.
13.5 Governing law and jurisdiction
(a) This agreement is governed by and is to be construed under the laws in force in South Australia, Australia.
(b) Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in South Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.
13.6 Further assurances
You agree that you will, at your own expense, do all things and execute all further documents necessary, and procure that the User do all things and execute all further documents necessary, to give full effect to this agreement and the transactions contemplated by it.
13.7 No reliance
You acknowledge and agree that you have not relied on any statement by the Service Provider which has not been expressly included in this document.
13.8 Entire agreement
This document constitutes the entire agreement between you and the Service Provider regarding access and use of the Services, and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.
As noted elsewhere in this document, use by you or the User of Products, other products or devices, software or services may be subject to further terms.
13.9 Exercise of rights
(a) Unless expressly required by the terms of this document, the Service Provider is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this document.
(b) The Service Provider may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this document. You must comply with any such conditions when relying on the consent, approval or waiver.
13.10 Clauses that survive termination
(a) Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of this document, the following clauses survive the termination of this document:
(i) clause 2;
(ii) clauses 4.3, 4.4 and 4.5;
(iii) clause 5;
(iv) clause 6.2;
(v) clauses 9, 10 and 11;
(vi) clauses 13.3, 13.4, 13.5, 13.6, 13.7 and 13.9; and
(vii) this clause 13.10.
(b) Each indemnity offered by you in this document is a continuing obligation, independent from the other obligations of the parties and survives the termination of this document. It is not necessary for the Service Provider to incur expense or make payment before enforcing a right of indemnity against you under this document.
In the event that you need to contact the Service Provider regarding this document, the Software and/or the Services, please use the following details.
Microbric Pty Ltd
PO Box 8052, Grange, SA, 5022, Australia
+61 8 8166 7193
This document was last updated on 11 July 2017.