This Software Licence Agreement is made between you and Edvance Digital Solutions Pty Ltd ACN 628 649 285 (ABN 73 628 649 285). By clicking on the "I accept the terms and conditions of this Software Licence Agreement" button you are indicating your acceptance of this Software Licence Agreement and agree to be legally bound by it.

  1. Definitions and interpretation

Commencement Date means the date on which you download the Licensed Software.

Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

  1. information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement, and
  2. information developed independently by a party.

Documentation means any and all proprietary documentation made available to you by the Licensor for use with the Licensed Software, including any documentation available online.

Fees means fees, if any, which may be disclosed to you within the app.

Force Majeure Event means any event beyond the control of the relevant party.

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Licensed Software means the software owned by the Licensor and downloaded by you or delivered to you by the Licensor pursuant to this Agreement. The Licensed Software is the software provided by the Licensor which runs on the electronic device on which you are using the Licensed Software.

Licensor means Edvance Digital Solutions Pty Ltd ACN 628 649 285 (ABN 73 628 649 285).

Moral Rights has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

Trade Marks any registered or unregistered trade marks of the Licensor. Unless the context requires otherwise:

  1. a reference to a person includes a corporation or any other legal entity;
  2. the singular includes the plural and vice versa;
  3. headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;
  4. the term "includes" (or any similar term) means "includes without limitation"; and
  5. a reference to any statute includes references to any subsequently amended, consolidated or re‐enacted version of that statute and all delegated legislation or other statutory instruments made under it.

  1. Grant of Licence

  1. The Licensor grants you a personal, non‐exclusive, world‐wide, non‐transferable, perpetual licence to use the Licensed Software and the Documentation, subject to and in accordance with the terms and conditions set out in this Agreement.
  2. The Licensed Software may be modified or updated at a future date by the Licensor. The terms of this Agreement are also subject to change in the future. In using the Licensed Software you agree to those things happening and that the Licensor shall not be required to give you advance notice of such change. Where the terms of this Agreement change and you do not agree to such new terms then this Agreement is immediately terminated and you must cease to use the Licensed Software and securely delete it from your electronic device.
  3. You must not:
  1. use the Licensed Software for any purpose or in any manner other than as set out in clause 2.1;
  2. use the Licensed Software in any way that could damage the reputation of the Licensor or the goodwill or other rights associated with the Licensed Software;
  3. permit any third party to use the Licensed Software;
  4. reproduce, make error corrections to or otherwise modify or adapt the Licensed Software or the Documentation or create any derivative works based upon the Software or the Documentation;
  5. de‐compile, disassemble or otherwise reverse engineer the Licensed Software or permit any third party to do so; or
  6. modify or remove any copyright or proprietary notices on the Licensed Software or the Documentation.

  1. Intellectual Property Rights

  1. Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights.
  2. You acknowledge that the Licensor owns all Intellectual Property Rights in the Licensed Software.
  3. You must not directly or indirectly do anything that would or might invalidate or put in dispute the Licensor's title in the Licensed Software or any of the Licensor's registered or unregistered trade marks.
  4. You must comply with the Licensor's reasonable usage guidelines and directions with respect to the Licensed Software and the Trade Marks as notified to you from time to time.

  1. Payment

4.1 The Licenced Software is provided to you to use without charge. However, that is limited to the use of the Licensed Software. Any goods or services charged by the Licensor or third parties where the Licenced Software was used a means of connecting you to those goods or services are payable as disclosed to you and subject to your agreement to pay for those goods or services.

  1. GST

  1. All amounts payable under this Agreement are expressed exclusive of GST.
  2. In respect of any taxable supply, you must pay to the Licensor an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the Fees, subject to the receipt by you of a valid tax invoice.

  1. Confidentiality

  1. A party must not, without the prior written consent of the other, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.
  2. A party may:
  1. use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
  2. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.
  1. Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party's Confidential Information whilst it is in the receiving party's possession or control.
  2. Each party must return, or at the other party's option destroy, all Confidential Information of the disclosing party in the receiving party's possession or control, on the earlier of the Licensor's request or on termination of this Agreement for any reason.

  1. Liability

  1. To the full extent permitted by law, the Licensor excludes all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
  2. To the full extent permitted by law, the Licensor excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.
  3. The Licensor's total aggregate liability for all claims relating to this Agreement is limited to the Fees payable under this Agreement.
  4. Either party's liability for any claim relating to this Agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
  5. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, the Licensor limits its liability in respect of any claim to, at the Licensor's option:
  1. in the case of goods:
  1. the replacement of the goods or the supply of equivalent goods;
  2. the repair of the goods;
  3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
  4. the payment of having the goods repaired, and
  1. in the case of services:
  1. the supply of the services again; or
  2. the payment of the cost of having the services supplied again.

  1. Termination

8.1        A party may terminate this Agreement by written notice to the other if any of the following events has occurred in respect of the other party:

  1. a material breach of this Agreement which is not remediable or if capable of remedy, where the other party fails to remedy within 14 days of written notice;
  2. an insolvency event occurs, other than an internal reconstruction with notice to the other party.

  1. Consequences of Termination

9.1 If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:

  1. the parties are immediately released from their obligations under the Agreement except those obligations in clauses 6, 7, 8 and 10, and any other obligations that, by their nature, survive termination;
  2. each party retains the claims it has against the other;
  3. your right to use the Licensed Software and the Trade Marks immediately ceases and the licences granted under this Agreement terminate; and
  4. you must immediately remove all Licensed Software and Trade Marks from your computer.

  1. General

  1. You must not assign, sublicence or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Licensor.
  2. Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.
  3. If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
  4. Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
  5. This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
  6. This Agreement may be amended only by a document signed by all parties.
  7. A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.
  8. A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.
  9. Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party's performance under this Agreement for more than thirty (30)

consecutive days, the other party may immediately terminate this Agreement by written notice.

  1. All stamp duties and other government charges in relation to this Agreement must be paid by you.
  2. This Agreement is governed by the laws of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.

  1. Warranty, Guarantee, Refund Policy, Jurisdiction, and Australian Consumer Law

  1. Nothing in these terms and conditions operate to exclude statutory warranties available under Australia Consumer Law (“ACL”). To the extent that there is any conflict with the requirements of ACL then the provisions of ACL shall prevail.
  2. To the maximum extent permissible at law the Licensor does not warrant the Licenced Software to be defect free or fit for any purpose. In using the Licensed Software you are using it on an ‘as is’ basis and it is a condition of use that you shall not make any pecuniary or non‐pecuniary claim against the Licensor in any Court or Tribunal. This clause may be used as a bar to any such claim.
  3. Where the Licensed Software provides links to third party websites or connects you with third party providers of goods and/or services then the Licensor provides such information on an ‘as is’ basis and shall not be liable for any information, activity, omissions, or actions as may be contained in such third party websites or provided by such third party providers.
  4. These terms are governed by the laws in the State of NSW. The parties consent to the exclusive jurisdiction and venue of the courts in NSW for all matters and actions arising under this Agreement.

  1. Use of the Licensed Software

  1. The Licensed Software provided by the Licensor is designed to be a platform where prospective students, current students, and former students of the various educational institutions affiliated with the Licensor. The Licensed Software provides chat functions where you and others who use the Licensed Software can create chat rooms and share messages and photos in those chat rooms. You undertake to use such chat rooms for lawful purposes only in accordance with the law of the jurisdiction within which you are located when using the Licensed Software and also in the accordance with the law in the jurisdiction(s) in which the other users of such chat rooms are. The Licensor only provides the platform and the responsibility is on you to use the Licensed Software for lawful purposes only. You grant to the Licensor a free and unlimited licence to any intellectual property that you generate using the Licensed Software. You grant to the Licensor a free and unlimited licence to any photo or content of any document that you upload using the Licensed Software. You grant to the Licensor, its agents, and contractors, the right to read any messages and inspect any image or the content of any documents that you upload using the Licensed Software. Where the Licensor is of the opinion that you have violated the terms of this agreement, have not acted in good faith, have been abusive, or have used the Licensed Software in an inappropriate way then the Licensor may terminate your use of the Licensed Software (or restrict its use) at any time at the Licensor’s absolute discretion without notice and shall not be required to give any reasons to you for its decision to do so.
  2. The Licensor shall from time to time share your personal information with its trusted partners so that its trusted partners can offer goods and/pr services to you and this clause shall constitute your consent for the Licensor to do so without the need to request further consent from you. That includes without limitation providing your personal information to universities, TAFEs, or other educational institutions. The Licensor is shall not be responsible for the use of your personal information by its trusted partners and you release the Licensor from any liability for the use of your personal information by its trusted partners. You also authorise the Licensor to use your personal information for the provision of goods and/or services to you directly from the Licensor or its related entities.
  3. The Licensor may also share your personal information with solicitors, migration agents, or agencies in order to assist you with your application process to the educational institution, and to assist you with applying for the appropriate visa.
  4. The Licensor may from time to time post articles, promotions, and other information for you to read whilst you use the Licensed Software. The Licensed Software may also send you notifications on your electronic device. The Licensor may provide options in the Licensed Software for you to limit the amount of information or notifications provided to you but where the Licensor does not do so then you shall not make any claim against the Licensor.
  5. The Licensor may run promotions from time to time using the Licensed Software. That can include the provision of rewards, gift cards, and benefits for referrals by you. Where such promotions are provided by a trusted partner of the Licensor then the Licensor shall not be liable for the fulfilment of such promotions and you accept that the Licensor only acts to communicate such promotion to you. Such promotions are subject to change from time to time and are only valid for the duration either stated in the promotion or where no duration is stated then it shall only be valid for the duration in which the Licensed Software displays the promotion to you.
  6. You warrant that you have the legal capacity to agree to these terms and conditions of this Software Licence Agreement. Where you do not have the legal capacity to enter into this Software Licence Agreement then you must obtain the consent of your legal guardian or parent who will then be responsible for entering into this agreement and be responsible for your use of the Licensed Software. If you are under the age of 13 then you are prohibited from using the Licensed Software.
  7. If you do not agree with these terms and conditions of this Software Licence Agreement then you must not use the Licensed Software.