Provider means 10000 Hours (ABN 22 603 191 037) of 301/25 Lime Street, Sydney 2000, contactable on info@10000hours.com.
User means you, the person getting Provider’s Service.
Capitalised words and phrases are defined in the section of the document entitled “Definitions”.
a. Provider operates the Interface.
b. The parties intend that User will use the Interface on the terms and conditions of the Agreement.
It is agreed as follows.
User agrees to the terms of the Agreement by using the Services.
The Agreement will apply until it is cancelled.
Provider grants User a right to use the Service subject to the terms and conditions of the Agreement.
User promises that he or she is over 18 years of age by using the Service.
a. Provider reserves the right to alter any element of the Product IP at its discretion.
b. User agrees not to reverse engineer any part of the Product IP.
c. No licence or right is granted over any intellectual property in the Product IP unless explicitly described in the Agreement.
d. User does not have any right to resell or sub-licence the Product IP unless the Agreement explicitly provides otherwise.
e. If User provides Feedback to Provider, User Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Provider.
a. Provider will store and use the Personal Information of User in accordance with Provider’s Privacy Policy.
b. User is responsible for its own compliance with privacy law. Provider does not promise that any use of the Services by User complies with any privacy law.
a. User agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.
b. User agrees not to use the Service to communicate or store any Prohibited Information.
c. User agrees not to use the Service such that the use interferes with Provider’s ability to provide the same service to other parties.
d. The parties agree that a breach of this acceptable use clause gives Provider the right to immediately suspend User’s access to the Service until Provider is reasonably satisfied that the use breaching this clause will be discontinued.
User agrees that:
a. It is responsible for the legal consequences arising from Posted Content;
b. Provider is in no way responsible for legal consequences arising from Posted Content;
c. Provider may edit or remove Posted Content at its discretion; and
d. User promises that it will not, by posting Posted Content, infringe the intellectual property rights of any third party, or cause Provider to do so.
Provider does not promise that any Service Content is complete or correct.
a. User agrees that it should verify any Service Content before relying on it in any way.
b. Provider may change the Service Content at its discretion without any warning or notification to User.
c. To the extent that Service Content is third party advertising, User agrees that Provider does not endorse the third party advertiser or any of its information, products or services.
The amount User can claim from Provider in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Legal Minimum.
User will Cover Direct Losses of Provider arising from the risks described below, to the extent such losses are caused by the conduct of User.
Risks from data, including:
breaches of privacy or data protection law;
breach of any law in connection with spam;
third party loss from the storage of third party data; and
an individual pursuing a right under privacy or data protection law connected with conduct,
by Indemnifier in connection with the Agreement and Services.
Risks from the Agreement, including:
negligence;
third party reliance on the Agreement and Services resulting from conduct;
any act or omission;
delays; and
breaches,
by Indemnifier in connection with the Agreement and Services.
Either party may cancel the Agreement without giving reasons with 14 days of written notice.
a. Provider may change the Agreement by notifying User in writing or by email with 14 days notice.
b. If User does not agree to the Agreement changes, User must cease using the Services.
14.1 Governing law
The governing law of the Agreement will be New South Wales, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.
14.2 Taxes
a. User will be liable for all duties and taxes connected with the Agreement.
b. User will be liable for taxes incurred under GST Law.
14.3 Independence
The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.
14.4 Agreement technicalities
The parties agree to:
a. the Boilerplate Provisions; and
b. the Interpretation Principles.
14.5 Defined words and phrases
a. Defined words and phrases are capitalised. Clauses with defined phrases will be read in such a way that the rights and obligations described by the defined phrase are incorporated by reference into the clause.
b. The text of a defined phrase is for convenience only and is not legally effective, however, the operation of the rights and obligations in the definition of the defined phrase will be determined by the other words in the clause incorporating the defined phrase.
1. Agreement, Agreements
means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.
2. Assignee, Assignees
means the party receiving ownership of the Intellectual Property Rights in the Provision.
3. Assignor, Assignors
means the party transferring ownership of the Intellectual Property Rights in the Provision.
4. Boilerplate Provisions
The following sections apply to the Agreement.
4.1 Further assurances
The parties agree to do everything required to give full effect to the Agreement.
4.2 Entire agreement
The Agreement and any other document incorporated by reference constitute the entire legal agreement.
The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.
4.3 Electronic signature
The Agreement may be executed or entered into electronically.
4.4 Counterparts
The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.
4.5 Waiver
No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.
4.6 Severance
Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting
any other term in the Agreement.
4.7 Binding on successors
The Agreement is binding on each party’s successors and permitted assigns.
4.8 Agreement expenses
The parties will cover their own expenses in preparing the Agreement documents.
5. Compulsory Condition, Compulsory Conditions
means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).
6. Consequential Loss, Consequential Losses
means any kind of consequential, special, incidental or indirect loss, including loss of profits, loss of revenue, expenses incurred, pure economic loss, loss of opportunity and any kind of punitive or exemplary loss or damages.
7. Cost, Costs
means any cost, expense, loss, damage, claim, demand, proceeding, judgment, settlement, lawyer or attorney’s fees, court cost, or other liability, whether arising under contract law, tort law, legislation or otherwise.
8. Cover Direct Losses
8.1 Application of Indemnity
a. The Indemnities are subject to the application of any Compulsory Conditions.
b. To the fullest extent permitted by the law, the Indemnifying Party indemnifies the Indemnified Party and its directors, employees, agents and assigns, for all Costs suffered by them in connection with each of the Indemnified Risks, with the exception of Consequential Loss.
8.2 Scope of Indemnities
a. The Indemnified Party must use reasonable endeavours to mitigate any Cost that arises that is subject to an Indemnity.
b. The Indemnity will not apply to Costs that are the subject of an Indemnity Exception, to the extent of that Indemnity Exception.
8.3 Separate Indemnities
Each Indemnified Risk described in the Provision will give rise to a separate indemnity in relation to that Indemnified
Risk on the terms and conditions of the Module.
8.4 Indemnity details
Any Indemnity created by the Provision:
a. will survive the termination of the Agreement; and
b. will be additional to any contractual damages that the Indemnified Party might otherwise be entitled to claim.
Unless otherwise stated in the Provision, the Indemnified Party and Indemnifying Party agree that the Indemnified Party may make a claim under any Indemnity before any liability is crystallised, loss sustained or cost incurred.
9. Example Limitation Risk, Example Limitation Risks
means any liabilities arising from the risks described below.
Risks from advice, including:
a. reliance on advice or opinions in whatever form;
b. incorrect technical advice or data; and
c. failure to provide correct information.
Risks from intellectual property, including:
a. risks relating to infringement of third party intellectual property; and
b. any third party claim or legal action for intellectual property infringement.
Risks from the Agreement, including:
a. negligence connected with the Agreement and its subject matter;
b. third party reliance on the subject matter of the agreement;
c. any act or omission connected with the Agreement;
d. any delay connected with the Agreement;
e. breaches of the Agreement; and
f. the termination of the Agreement.
10. Feedback
means any comments or suggestions on the Service by User resulting from use of the Services by User.
11. GST Law, GST Laws
means the A New Tax System (Goods and services Tax) Act 1999 (Cth).
12. Indemnified Party, Indemnified Parties
means the party who is indemnified under the Provision.
13. Indemnified Risk, Indemnified Risks
means the areas of risk or potential liability described in the Provision.
14. Indemnifier
means the party or parties providing an indemnity under the clause using this definition, and if that is not applicable, the party or parties providing indemnities under the Agreement.
15. Indemnifying Party, Indemnifying Parties
means the party providing the Indemnity under the Provision.
16. Indemnity, Indemnities
means any indemnity created via the operation of the Provision and the Module.
17. Indemnity Exception, Indemnity Exceptions
means any exception described in the Provision to any Indemnity, Indemnities or Indemnified Risk.
18. Intellectual Property Rights, Intellectual Property Right
means, with the exception of moral rights and other inalienable rights, all right, title and interest, in each of the following in Australia and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:
a. copyright;
b. trade marks;
c. trade names, brand names or indications of source, appellation or origin;
d. inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
e. circuit layout designs;
f. registered or unregistered designs;
g. rights in databases;
h. topography rights;
i. design rights;
j. plant variety and plant breeder rights;
k. domain name registrations;
l. confidential information, trade secrets, and know how;
m. any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
n. any application for the registration of any of the above, and any rights to make such an application;
o. any right to take action to enforce any of the above rights; and
p. any licence from a third party to use any of the above.
19. Interpretation Principles
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
19.1 Parties
a. a reference to a party includes that party’s permitted assigns, administrators, successors, executors, legal representatives and any novated party;
b. any reference to a trustee includes any substituted or additional trustee;
19.2 Grammatical Forms
a. unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
b. ‘including’, ‘includes’ or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
c. where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
d. headings are for convenience and will not affect interpretation;
e. words in the singular will be taken to include the plural and also the opposite;
f. ‘$” means the Australian dollar;
19.3 Document References
a. a reference to a document will be to that document as updated, varied or amended;
b. a document referenced by the Agreement will not take precedence over the referencing document;
c. when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
d. where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid;
e. any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource;
19.4 Rights and Obligations
a. a reference to a party’s conduct includes omissions as well as acts;
b. if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
c. where a party is required to do ‘anything necessary’, this includes executing agreements and other legal instruments.
19.5 Binding version of the Agreement
a. If the Agreement is signed on treescribe.com, the signed version on treescribe.com will take precedence over any other version on the interface.
b. To the extent of any inconsistency between the signed version on treescribe.com and any other embodiment of the agreement (like email),
the treescribe.com version will take precedence.
20. Limitation Exception, Limitation Exceptions
means the exception to the limitation of liability in the Module that the Provision may or may not describe.
21. Limitation Risk, Limitation Risks
means the risks that may cause liability described in the Provision.
22. Limitation Subject, Limitation Subjects
means the subject(s) of the limitation of liability in the Provision (if any).
23. Limited Party, Limited Parties
means the party whose ability to recover Costs is limited by the limitation of liability in the Provision.
24. Limited To The Legal Minimum
Limited Party deals with the Limiting Party in respect of the Limitation Subject at its own risk. To the fullest extent permitted by law, Limiting Party excludes all liability (including Consequential Loss) to Limited Party for any liabilities connected directly or indirectly with the Limited Party and Limiting Party dealings in relation to the Limitation Subject, including liabilities based on:
a. contract law;
b. tort law; or
c. legislation,
d. and including liabilities caused by the Limitation Risks.
Where there is a Limitation Exception, this limitation of liability does not apply to the subject of the Limitation Exception.
24.2 Indemnities not limited
The foregoing limitation of liability will not apply to indemnities given by Limiting Party to Limited Party under the Agreement.
24.3 Implied Conditions
To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the Limiting
Party and the Limited Party in respect of the Limitation Subject are excluded from the Agreement.
24.4 Compulsory Conditions
To the fullest extent permitted by the law, Limiting Party’s liability to the Limited Party for breaching a Compulsory Condition in relation to the Limitation Subject is limited to:
a. in a case where a breach is deemed to be a breach in respect of goods;
a. the replacement of the relevant goods or the supply of equivalent goods;
b. the repair of the relevant goods;
c. the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
d. the payment of the cost of having the relevant goods repaired; and
b. in a case where a breach is deemed to be a breach in respect of services:
a. the resupply of the relevant services; or
b. payment of a sum equal to the cost of resupplying the relevant services.
The Limiting Party will choose which of these options will apply.
25. Limiting Party, Limiting Parties
means the party relying on the limitation of liability in the Provision.
26. Module, Modules
means the module of terms and conditions imported with a defined phrase by the relevant Provision.
27. Moral Right, Moral Rights
means the rights commonly referred to as “moral rights”, such as the right of attribution, which are recognised in the jurisdiction of the Agreement.
28. Personal Information
means any information that is categorised as ‘personal information’ or ‘personal data’ under privacy law, or is otherwise regulated by privacy law.
29. Posted Content
means any content or information posted by User that is available to third parties.
30. Privacy Policy
means Provider’s privacy policy published at https://www.10000hours.com/privacy-policy.
31. Product IP
means the intellectual property in the Services provided.
32. Prohibited Information
means information:
a. that could reasonably be considered racist or hate speech;
b. that infringes the intellectual property rights of a third party;
c. to harass any third party;
d. that is pornographic in nature;
e. that could reasonably be categorised as ‘malware’; or
f. that is unlawful.
33. Provision, Provisions
means, in relation to a particular instance of a defined phrase, the provision in the Agreement that uses the defined phrase.
34. Service, Services
means the services, provided by Provider to User including:access to the 10,000 Hours Website at https://10000hours.com.
35. Service Content
means any information, content or data provided with or in association with the Services.
36. Transfer Exception, Transfer Exceptions
means the exception to the transfer of Intellectual Property Rights.
37. Transfer Subject, Transfer Subjects
means the subject(s) of the transfer of Intellectual Property Rights in the Provision.
38. Transfers Intellectual Property Ownership, Transfer Intellectual Property Ownership
a. Assignor assigns all current and future Intellectual Property Rights in the Transfer Subject to Assignee.
b. The assignment is global unless the Provision specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
c. Assignor warrants and represents to Assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the Assignee’s legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
d. Assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
e. Assignor gives (and where it does not hold the relevant Moral Rights warrants that it will obtain) any Moral Rights waivers and consents necessary to ensure the Assignee can deal in the Intellectual Property Rights in the Transfer Subject in accordance with this clause without infringing Moral Rights.
f. Where there is a Transfer Exception, the transfer of Intellectual Property Rights and obligations in relation to Moral Rights in the subclauses above will not apply to the subject of the Transfer Exception.