MATERIALS LICENSE - NON-AUSTRALIAN USE

Thank you for your interest in accessing the Comprehensive Health Assessment Program (the “Materials”) which is made available for non-Australian Use by UniQuest Pty Limited ACN 010 529 898 (“UniQuest”). Before access to the Materials can be granted to the person or entity wishing to have access as identified during the purchasing process (the “Licensee”), these terms and conditions will need to be agreed to by a person who has authority to bind the Licensee. These terms and conditions should be read carefully as they create important legal rights and obligations.

1. UniQuest grants a non-exclusive licence to the Licensee, to make up to the selected number of copies of the Materials to be used for a Permitted Purpose only for a term of 12 months on the terms set out in this Agreement. Permitted Purpose means one of more of the following outside Australia: (a) clinical intervention and/or treatment; (b) use by individual students and faculty in conducting academic and scholarly research, academic publishing or course preparation; (c) use as required course readings or viewings; (d) distribution of materials to students in a class or posting or scanning materials to a Learning Management System Website (being a password protected website or other system maintained by an instructor for use by students enrolled in a particular course); or (e) academic presentations or conferences (accompanied by reference to the copyright owner of the Materials and a statement that use of the Materials is not permitted without entering into a license). For the avoidance of doubt Permitted Purpose does not include: (a) publishing the Materials; (b) sharing or distributing the Materials; (c) modifying the Materials; or (d) sublicensing or selling the Materials.

2. The fee for the licence to copy the Materials is the fee displayed on the product page. This licence is conditional upon the fee being paid including any applicable goods and services tax within 30 days of the date of acceptance of these terms and conditions. If the Licensee accepts these terms and conditions, the Licensee will be asked to pay the fee.

3. Following payment of the fee, UniQuest will provide the Licensee with an online hyperlink to download the Materials. It is the Licensee’s responsibility to immediately notify UniQuest if it becomes aware of or suspects that there has been any unauthorised use of the Materials.

4. This licence and the related hyperlink is personal to the Licensee and the Licensee must not transfer or assign this licence or grant any sub-licences.

5. The Licensee must not alter or amend the Materials in any way without UniQuest’s prior written consent.

6. The Licensee acknowledges that the intellectual property rights in the Materials, including copyright, vests with the University of Queensland.

7. To the full extent permitted by law, except as otherwise expressly set out in this Agreement, UniQuest makes no warranties in relation to the Materials. The Licensee acknowledges that it accesses the Materials and uses the Materials at its own risk.

8. The Licensee indemnifies and shall continue to indemnify the University of Queensland (the owner of the Materials), UniQuest (the authorised licensee of the Materials), their officers, employees, sub-contractors and agents (“Those Indemnified”) from and against all actions, claims, proceedings or demands (including those brought by third parties) and all loss, death, injury, illness or damage (whether personal or property, and whether special, direct, indirect or consequential, including consequential financial loss, loss of profits, damage to reputation or goodwill, business interruption, loss of data and loss of opportunity, and any liability to pay legal costs and expenses on a solicitor/own client basis) which may be brought against or suffered by Those Indemnified, whether on their own or jointly, arising out of or in connection with the Licensee’s use of the Materials or breach of this Agreement. The obligation to indemnify Those Indemnified is a continuing obligation separate and independent of other obligations, and shall survive the expiration or termination of this Agreement.

9. All implied conditions, warranties and representations whether arising under statute or by implication of law, custom or usage with respect to the Materials, to the full extent permitted by law shall not apply.

10. To the full extent permitted by law, in no event will UniQuest be liable to the Licensee for any special, incidental or indirect damages, economic consequential damages, loss of profits, loss of business, loss of revenue, loss of goodwill or loss of anticipated savings. Subject to clause 11, UniQuest’s entire liability under this Agreement, regardless of the basis on which the other party is entitled to claim damages (including fundamental breach, breach of warranty, negligence, misrepresentation or other contract or tort claim), will be limited in the aggregate for all claims and causes of action to actual direct damages not exceeding an amount equal to the fee paid pursuant to this Agreement. If practicable, and at UniQuest’s election, UniQuest may elect to modify the Materials or obtain a license from a third party to permit continued usage by the Licensee, rather than paying to the Licensee its actual direct damages limited pursuant to this clause.

11. Where legislation implies in this Agreement any condition or warranty, and that legislation prohibits in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. The liability of UniQuest for any breach of any such condition or warranty shall be limited to the replacement of the Materials or as otherwise permitted in the legislation.

12. Subject to the following sentence, if the Licensee is in breach of any obligation contained in this Agreement and UniQuest serves upon the Licensee notice in writing requiring the breach to be remedied within 7 days of the date of such notice, or such greater number of days as UniQuest may in its discretion allow and the Licensee shall have failed to comply with the notice, UniQuest may immediately terminate this Agreement by notice in writing to the Licensee. If the Licensee is in breach of any obligation contained in this Agreement and that breach is incapable of being remedied, UniQuest may terminate this Agreement immediately by written notice to the Licensee.

13. The Licensee must attribute the University of Queensland as the owner of the Materials. The Licensee must retain upon the Materials all notices that call attention to the University of Queensland’s ownership of copyright subsisting in the Materials and must not delete, alter or obliterate any such notice. The Licensee must ensure that copies of the Materials made by the Licensee bear the same copyright notice.

14. The relationship between the parties is that of licensor and licensee. Neither party may, without the prior written consent of the other, act as or represent that it is the agent or representative of the other.

15. The parties acknowledge that solely in relation to the subject matter of this Agreement the whole of the agreement between the parties is contained in this Agreement. This licence will be governed by the laws of Queensland. No variation to this Agreement shall be binding upon the parties unless that variation is in writing, and is signed by all the parties to this Agreement. UniQuest may assign this Agreement without the need to obtain the Licensee’s prior written consent.

16. If it is held by a court that:
(a) any part of this Agreement is or would be void, voidable, illegal or unenforceable; or
(b) the application of any part of this Agreement to any person or circumstances shall be or become invalid or unenforceable,
unless any part of this Agreement were severed from this Agreement, that part shall be severable and shall not affect the continued operation of the remaining terms of this Agreement.

IF THE LICENSEE WISHES TO ACCEPT THESE TERMS AND CONDITIONS, PLEASE PROCEED TO THE CHECKOUT.

IF YOU AS THE INDIVIDUAL WHO IS RESPONSIBLE FOR CHOOSING WHETHER OR NOT TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF THE LICENSEE DO NOT HAVE THE AUTHORITY TO BIND THE LICENSEE TO THIS AGREEMENT, THEN YOU SHOULD NOT ACCEPT THESE TERMS AND CONDITIONS, PROCEED WITH THE ACCESS PROCESS OR COPY OR USE THE MATERIALS.