1. We provide subscription access to our library of courses

We, A.C.N. 656 330 737 PTY LTD trading as AI Upskill, provide access to our library of online courses through a membership subscription (the Service). 

You, the customer, may access our content by purchasing a subscription on our website aiupskill.io (and its subdomains such as learn.aiupskill.io) by using the sales checkout or by requesting and/or accepting an invoice in accordance with the terms of our sales checkout or purchase order.

2. You can ask us relevant questions via email

You can also email AI Upskill via the designated support email, or use a specified ticketing system, to ask any questions that are relevant to the material contained in any of AI Upskill's courses. AI Upskill will make reasonable efforts to answer all emails that are provided in good faith within two business days. 

For more complex questions (as reasonably determined by us), AI Upskill will send you a follow up email with further queries or a more substantial answer at a time that is more than two business days after receiving your email question.

3. Term and termination

Memberships are paid for in advance of the billing period and are renewed automatically under the same terms and conditions unless you notify AI Upskill at least 7 days prior to the end of your subscription term in writing or via our website. You consent to AI Upskill using your billing and payment details to make further payments for automatically renewed subscriptions.

Upon cancellation of your membership, your membership will remain active until your next billing date.

4. Every customer must have their own membership

Every customer must have their own subscription. Multiple individuals must not share the same membership as if they are one user.

If you are a company, and have purchased the AI Upskill membership for your employees, then each employee who uses AI Upskill must have their own membership. A membership is transferable to another employee of the same company or corporate group. Memberships may also be transferred to other persons (such as contractors) provided that you have our written consent in advance. In the event of such a transfer, the initial user must cease using the membership.

If you are a company, and have purchased the AI Upskill membership for your employees, we may audit you to make sure that you have purchased the right number of memberships. If we find that you did not purchase enough memberships, then you will have to purchase additional memberships to make up the difference. If we find that you did not purchase enough memberships, then you will have to pay for the cost of our audit.

5. Membership fees that have already been paid are not refundable

To the maximum extent permissible by law, AI Upskill's membership fees are not refundable under any circumstances. 

6. Confidentiality 

You acknowledge that the materials (including but not limited to documentation, manuals, source code, AI prompts, emails, special pricing or discounts) provided to you pursuant to your membership (Materials or Confidential Information) is valuable to us. 

You agree that you must keep the Confidential Information secret and take reasonable steps to protect and preserve the confidential nature and secrecy of the Confidential Information (including but not limited to using reasonable security practices).

You may only us the Confidential Information for:

  1. Your own private educational purpose (provided this does not involve disclosure to any third party); 

  2. The purposes of your employment, provided that:

    1. No source code provided by AI Upskill is provided to third parties (though executables based on that source code may be so provided); and

    2. Any third party to whom the Confidential Information is provided is not a competitor of AI Upskill,

(the Purpose).

In addition, you may disclose the Confidential Information:

  1. with our prior written consent; 

  2. to your Repreentatives and Related Bodies Corporate who require it for the purposes of you performing your obligations or exercising your rights under this Agreement; 

  3. to the extent necessary to:

    1. satisfy the requirements of any Government Agency;

    2. comply with any law or court order;

    3. comply with the listing rules of any stock exchange where the party’s securities are listed or quoted; or

    4. obtain professional advice in relation to matters arising under or in connection with this Agreement;

Notwithstanding the above, you must not, under any circumstances publish our source code in the public domain or commit it to any public repository.


If you disclose the Confidential Information to any third party for any reason then:

  1. you must ensure that persons receiving Confidential Information are aware it is our Confidential Information require them to maintain its secrecy on the same terms as under this agreement. 

  2. We  may at any time require the third parties receiving the Confidential Information to give written undertakings relating to the non-disclosure of the Confidential Information and you must arrange for all such undertakings to be given promptly; and

  3. You must reserve the right to demand immediate delivery of all Confidential Information in a third party’s possession, power or control. 

You acknowledge that damages may not be a sufficient remedy for any breach of this clause we are entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for breach or threatened breach by you, in addition to any other remedies available at law or in equity.

7. Intellectual Property

You agree that all of the intellectual property rights in and to our website and Materials and any other content provided by us, belong to us.  We may update and change the materials available on our website, including by removing materials, at any time in our sole and unfettered discretion.

We hereby grant you a limited, royalty-free licence to use, modify and reproduce the Materials for the Purpose for the term of your membership. This licence may be transferred in limited circumstances in accordance with clause 4. It is otherwise not sublicensable or transferable.

8. Governing law

This agreement is governed by the law of Victoria, Australia.

9. Our use of third parties


By using the Materials, you hereby authorise us to transfer any information you upload to applicable third-party services and linked websites. You acknowledge that third-party services and linked websites are not under AI Upskill’s control, and, to the fullest extent permitted by law, AI Upskill is not responsible for any third-party’s use of your exported information.

 

Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, AI Upskill will have no control over the information that has been shared.


10. USER CONTENT


Certain features of our website may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the website, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms. Any User Content you post must comply with all relevant laws and you must have the right or licence to post it. 


By Posting User Content to or via the Service, you grant AI Upskill a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in this agreement, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from AI Upskill’s exercise of the license set forth in this Section.


We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. AI Upskill may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that we deem inappropriate for any reason.


 You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against AI Upskill with respect to User Content. 


AI Upskill does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. 


You acknowledge and agree that AI Upskill reserves the right to, and may from time to time, monitor any and all information (including User Content) transmitted or received through the Service for operational and other purposes. If at any time AI Upskill chooses to monitor the information or User Content, then AI Upskill still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Notice (defined below). AI Upskill may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without AI Upskill having any liability to the user who Posted such User Content to the Service or to any other users of the Service.


10. PROHIBITED CONDUCT

BY USING OUR WEBSITE, WHETHER OR NOT YOU ARE REQUIRED TO PAY ANY SUBSCRIPTION FEES, YOU AGREE NOT TO:

  1.  use the Service for any illegal purpose or in violation of any local, state, national, or international law;

  2. harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

  3. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party or AI Upskill, including by infringing or misappropriating any third-party intellectual property right;

  4. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by AI Upskill;

  5. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

  6. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting or sharing personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

  7. perform any fraudulent activity including without limitation impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

  8. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or

  9. attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

13.4 Modification of the Service. AI Upskill reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently,. If we do so, we will make reasonable efforts to provide you with 7 days notice.You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

14. INDEMNITY
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify AI Upskill, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “AI Upskill Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15. DISCLAIMERS; NO WARRANTIES BY AI Upskill
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. AI Upskill DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. AI Upskill DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND AI Upskill DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR AI Upskill ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE AI Upskill ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. AI Upskill does not disclaim any warranty or other right that AI Upskill is prohibited from disclaiming under applicable law.

16. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AI Upskill ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY AI Upskill ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.


TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE AI Upskill ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO AUD$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.


Additional clauses you may consider: