Coursebox Private Portal Agreement

Welcome

‍Coursebox provides a customisable, ‘white-label’, version of its training course creation services for selected clients – called “Private Portals” (the “PP Services”). InPrivate Portal Agreement (“Agreement”), a reference to the “Coursebox”, “we”, “our”, or “us” means Coursebox Pty Ltd ABN 64 652 541 798. “Client”, “you”, or “your” refers to a person, company, or entity whom we have licensed a Private Portal. By using our PP Services, you agree to comply both with this Agreement and our Terms of Use, which are published on our website and incorporated into this Agreement by reference.

Licence

Subject to the terms of this Agreement, we grant to you a non-exclusive, non-transferrable licence to use the PP Services to develop and use your Private Portal, and to display, reproduce, or distribute your Private Portal within your business or organisational enterprise. Except as expressly authorised under this Agreement, you will not share or copy the PP Services nor cause or permit reverse compilation of the PP Services (or any portion of them) without our prior written consent.

[ Query if Coursebox sets a fixed length of time on Private Portals, or limits the number of users according to a plan purchased by the client. Also, does Coursebox provide support materials or manuals where copyright issues might arise – and therefore require inclusion in the licence? ]

Duty to Moderate and Accept Responsibility for Users’ Conduct

‍You have the responsibility to moderate the activities and conduct of the users of your Private Portal. You must ensure that the users of your Private Portal are aware of our Terms of Use, which must be published on your Private Portal along with our Privacy Policy. You must also you’re your best efforts to ensure the users of your Private Portal comply with our Terms of Use, Privacy Policy, and the laws of your local jurisdiction.

Privacy and Intellectual Property Protection

‍Our explains how we treat the personal data and protect the privacy of users of the PP Services. By using the PP Services, you agree that the we can use such data in accordance with our Privacy Policy, which is incorporated into this Agreement by reference.

We respond to notices of alleged copyright or trademark infringement on a timely basis, and terminate accounts of infringers where appropriate according to the laws of Australia. If you believe that your Intellectual Property rights have been violated, or if you have received notice from a third party of a violation of their intellectual property rights, you must notify us promptly. Furthermore, if you become aware of any actual, threatened, or apparent infringement of our intellectual property rights (for example, unauthorised use or copying of our screen displays or underlying computer code), you must notify us immediately.

Please note that it is a condition of using our PP Services that you comply with all relevant laws, including the Australian Privacy Principles, and that you keep all personal information and other data of your Private Portal users confidential and secure in compliance with our Privacy Policy.

Fees and Charges

‍Except where licensing fees are agreed in advance through a separate written agreement, fees for the PP Services are outlined in our and document, which we may change from time to time as notified to you in writing. Unless otherwise expressly stated, all fees are quoted in US Dollars.

[ What are the practical implications of a client not paying their fees? Obviously, Coursebox can terminate the licence but do you have the ability to disable the Private Portal if the client refuses to stop their use of it? ]

Taxes

‍You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable in your jurisdiction for the PP Services. These taxes will be added to fees payable by you, if applicable.

Advertising

‍You may display sponsor advertisements or trademarks (such as names or logos) on your Private Portal on the condition that the advertisement complies with law of your local jurisdiction and this Agreement.

Warranty and Indemnity

You represent and warrant that your use (including your users’ use) of, and any content displayed or otherwise incorporated in, your Private Portal does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

You indemnify and hold us harmless from any claims, damages, costs, losses, or penalties howsoever arising from or relating to: (1) your misuse or unauthorised modification of the PP Services; (2) a violation or infringement of any third party’s intellectual property rights including, without limitation, patent, copyright, trademark, or trade secret; or (3) any failure of compliance with our Privacy Policy or your local law in connection with the disclosure, use, storage, or security of personal information not caused by our systems.

Miscellaneous

If any terms of this Agreement are deemed to be unlawful, void, or unenforceable, that term share be severed from this Agreement to the minimum extent required that allows the remaining Agreement to remain valid.

This Agreement and all incorporated documents are governed by and construed in accordance with the laws of the state of South Australia. The parties submit to the non-exclusive jurisdiction of the Courts of that state.

To the extent that any of the terms of this agreement conflict with the terms of Coursebox’s Terms of Use or Privacy policy, the terms of this Agreement shall prevail.

White-Labelled and Translated User Terms

Where the Client elects to display white-labelled, translated, or adapted versions of Coursebox’s standard end-user terms of use or privacy policy within its Private Portal, the Client acknowledges that Coursebox Pty Ltd remains the provider of the underlying learning management system and services. Any such translation or adaptation is undertaken at the Client’s sole risk. Unless otherwise agreed in writing by Coursebox, Coursebox’s standard English-language Terms of Use and Privacy Policy remain the authoritative terms governing the PP Services, and the Client is solely responsible for ensuring that any alternative versions accurately reflect those terms and comply with applicable laws in the Client’s jurisdiction.