Paediatric Feeding Foundations Program - Access Agreement

Last Updated: 28/04/23

Babble & Munch Pty Ltd ATF Babble & Munch Trust (T/A Babble & Munch Learning), ABN 84 356 037 943, (“we”, “us”, “our”).

 

 

Below is a summary of our Paediatric Feeding Foundations Program Access Agreement (Agreement).

Please note this is merely a summary of your obligations under the Agreement and is provided so you may understand the main points of the Agreement.

You will still need to read, understand and sign the Agreement, to show your acceptance of the terms and conditions of the Agreement.

Summary

  • We (Babble & Munch Learning) own all rights in the materials that form part of the course and reserve all our rights in the course.

  • You must not use any part of the course (including to copy, distribute, create derivative works, or commercialise) without our prior written consent.

  • The course contains confidential information (including information relating to our clients) and you must not disclose the confidential information to anyone.

  • You must not take photos (including screenshots), audio recordings or video recordings, or otherwise capture any audio or image of the course, including during Zoom sessions.

  • You will need to access the course using a password. You must keep your password secure and not give your login details (including your password) to anyone. You must not watch the course with another person unless that person has separately registered and paid for the course.

  • We do not give any warranties with respect to the course including warranties as to the suitability of the course or that the course is error-free. The course is for information purposes only and we exclude all liability for any loss and/or damage arising out of the use of, or related to, the course. You agree to indemnify us from any loss relating to any claims based on your use of the course (or any individual using your password to use the course) and breaches by you (or any individual using your password) of any term of the agreement.

 

Terms of Access

We have developed an online course called the Paediatric Feeding Foundations Program by Carly Veness, Speech Pathologist, which includes video, audio and written training materials, provided live via Zoom and/or recorded in our course hub (collectively the “Course”). We have made a substantial investment to develop the Course, including to develop significant intellectual property contained in the Course. The Course contains Confidential Information (as defined below), and some of the Confidential Information contained in the Course is very sensitive and involves our clients and/or their family members who have consented to us using confidential information related to them for the purpose of delivering the Course (and not for any other purpose).

As a condition of us providing you access to the Course, you have agreed to the terms and conditions set out in this online course access agreement (“Agreement”).  

We grant you a non-exclusive, non-transferable, revocable license to access and use the Course strictly in accordance with this Agreement.

You agree and undertake as follows:

1. The Course is our Intellectual Property

The Course is our copyright property; and all rights are reserved.

Without limiting the generality of the above, all rights in the Course, including copyright, design rights, patents, inventions, knowhow, database rights, trade marks, source codes and any other intellectual property rights in any of the foregoing are reserved to us (“Intellectual Property”).

You are provided with access to the Course only for your personal and non-commercial use. Other than for these permitted purposes, you must not, in any form or by any means, adapt, reproduce, store, distribute, transmit, print, display, perform, publish or create derivative works from or of any part of the Course, or commercialise any information, products or services obtained from any part of the Course without our prior written permission. For the avoidance of doubt, nothing in this clause precludes you from: (i) using the information contained in the Course to provide clinical assessment or therapy services to your clients ("Clinical Purposes"), or (ii) sharing Course materials designated by us as "client handouts" with your clients for Clinical Purposes.

2. The Course contains Confidential Information and you must not disclose it to others

You acknowledge and agree that the Course contains confidential information, which  may include, without limitation:

(a) information about our methods, business plans, business, clinical practices, operations, financial information, fee structures, compensation;

(b) data, databases, documents, files, electronically recorded information, records, computer programs, software, spreadsheets, equipment, technology and systems, research and development information, trade secrets, know-how, methods, studies and other inventions, other information and materials disclosed in confidence to you, directly or indirectly, orally or in writing by us; and any derivative words, improvements or modifications to any of the foregoing, and any other information or materials created, in whole or in part, by using any of the foregoing; and

(c) highly sensitive health and other confidential information related to our clients and their families. You acknowledge and agree that information contained in or related to the Course need not be labelled as “confidential information” to be confidential,

collectively, the “Confidential Information”.

Unless (and, then, only to the extent) required by law, you must not disclose Confidential Information to any person without our prior written consent, which we may withhold in our absolute discretion. Without limiting the generality of the foregoing, you must not post on the Internet, share on social media, share by email or other messaging service, or otherwise disclose any Confidential Information related to our clients and/or their families. You agree to provide immediate written notice to us of any actual or suspected disclosure to, or use by, any third party of any Confidential Information contained in or related to the Course of which you gain knowledge.

For the avoidance of doubt, Confidential Information does not include information that you can prove is in the public domain through no act, or failure to act, on your part.

3. Additional undertakings to protect the integrity of the Course

You undertake not to:

(a) photograph, video or audio record, or otherwise capture any audio or image of any part of the Course including, without limitation, by using video cameras, smartphones, smartwatches, Zoom recording, voice or other recorders, or other technologies capable of capturing audio, video and/or images;

(b) provide instruction, teaching or training to any other person using any Intellectual Property or Confidential Information contained in or related to the Course;

(c) copy or reproduce any of the Course materials, or make any of the Course materials accessible to any person except as expressly permitted in this Agreement;

(d) modify, reverse engineer or create any derivative works based on the Course or any part of the Course including, without limitation, creating or disclosing any modified form of the Course unless you have our prior written consent (which we can withhold in our absolute discretion);

(e) represent that our Intellectual Property in the Course, or any part of it, is owned by you;

(f) remove any proprietary notices, labels, logos, marks or identifying information of any kind on the Course (including, without limitation, any Course materials or other documents that we provide or make available to you);

(g) violate or breach any law, regulation, rule, order, or judgment; and/or

(f) use the Course (including its materials) for any purpose other than in accordance with this Agreement.

4. You are responsible for your accounts and passwords

You must have your own Zoom access and Course hub password to access the Course. You must use all reasonable endeavours to keep your registration details (including your password, log in, and Zoom registration link details) secure and must not give them to any other person.

You are responsible to us for all uses of your password. If you discover or suspect that your registration details are known by a third party and are being used without authorisation, you must notify us in writing immediately.

You must not provide others with access to the Course in any way including, without limitation, by sharing passwords, Zoom links or watching any part of the Course with any other person. If we discover you have shared your password, Zoom link or that you have otherwise shared any part of the Course with others, we reserve the right to terminate or block your access to the Course and/or to pursue you for damages and/or any other legal remedies available to us, including, without limitation, to notify and complain formally to your professional body and/or a regulator about your actions or failures to act. In this event, no refund will be payable to you.

5. You are responsible for your equipment

You are responsible for obtaining and maintaining computer hardware and software needed to access and use the Course.

6. You are responsible for meeting community expectations when accessing the Course

We reserve the right to terminate your access to the Course without notice if:

(a)  we think you are behaving in a disruptive way, and/or in any way that is likely to cause damage, nuisance, offence, shame, embarrassment, concern, or injury to anyone; and/or

(b) you post, transmit or communicate in any way to us or anyone participating or involved in the Course anything that is illegal, defamatory, discriminatory, obscene, pornographic, or otherwise offensive or abusive to any person. 

We will not issue a refund to you in this event.

7. Course content availability and consent to use of image, voice and text chat

Upon purchase of the course, you will have access to the Course until end of August 2024. After this period, your access to the Course will end, even if you have not been able to participate in the course over that time.

Your image, voice and/or text chat sessions may be recorded and stored as part of the delivery of, and/or participation by you in, the Course and/or for future playback (including, without limitation, recorded Zoom/webinar sessions). You consent to us recording, storing and/or using your image, voice and text chat sessions in connection with the Course.

8. Updates and alterations to the Course

We reserve the right to terminate, suspend or alter the content of the Course at any time. Continued use of the Course after alteration shall be deemed to constitute acceptance of such alterations.

9. We are not responsible for links to third party websites

The Course may contain links to other websites solely for your convenience and may not remain current or be maintained. We do not endorse, recommend, or approve of any information, products or services referred to on such linked sites and assume no responsibility for the contents of any website linked to in the Course.

10. Disclaimers and indemnity

The content of the Course (including, for the avoidance of doubt, all materials related to the Course) is provided “as is”, without warranties of any kind, including without limitation, warranties of suitability for a particular purpose. We do not warrant or guarantee uninterrupted access to the Course, and reserve the right to discontinue the Course or to change the Course expiration date at any time.

The information and content provided in the Course are for informational purposes only. We make no warranties regarding, and bear no liability for, your use of the information and content in the Course. We assume no responsibility for any loss or injury and/or damage to persons or property arising out of the use of the material contained in or related to the Course. It is your responsibility, as a treating clinician, relying on your independent expertise and knowledge of a client, to determine the best treatment for the client.

We cannot guarantee that the content in the Course will always be correct or error-free. We will not be liable for any interference with, or damage to, your computer systems that may occur in connection with the Course, or for any data lost or equipment or software replaced by you as a result of you accessing or using the Course.

We shall not be liable, directly or indirectly, in contract, tort, equity or otherwise for any damage whatsoever in connection with the Course or any use of the content in the Course including any direct, indirect, special, incidental or consequential damage. To the extent permitted by law, all representations, warranties and other terms are excluded.

You agree to indemnify and to hold us harmless from any and all losses resulting from any claims based on or relating to your use, or the use of any individual using your password, of the Course. You further indemnify and hold us harmless from any and all losses resulting from claims of third parties that result, in whole or in part, from breaches by you, or any individual using your password, of any of the terms of this Agreement.

11. Privacy

These terms incorporate and should be read together with our Privacy Policy.

12. Cancellation Terms

Cancellations must be notified in writing and will incur the following cancellation fees to cover our credit card processing fees and administrative costs: 

  • Cancellations before 1st May 2023 AEST - AUD$110 cancellation fee (or USD$75 for international registrations paid in USD).

  • Cancellations from 1st of May AEST 2023 - no refund available.

  • No cancellations provided once participant has access to course content.

Cancellation fees will be taken from the course fee paid and the remainder returned to the participant's original payment method. 

A course registration may be transferred to another therapist without processing a refund or cancellation BEFORE the start of the program and/or access to course materials (whichever comes first) with the payment of an admin fee of AUD$55 to cover our additional costs. No transfers can be made after the start of the program or once the participant has access to course materials. 

No refunds or extensions are available for participants who don't start or don't complete the course in the allotted time provided (before end August 2024). It is the participant's responsibility to complete the course in the time provided. 

We are not responsible for the loss of any registration fees or bank fees due to differing exchange rates when a refund is processed.

13. Remedies

We reserve the right to terminate, block or restrict your access to the Course for any breach or violation of any term of this Agreement, solely at our discretion. You understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement and that we are entitled to seek specific performance and/or injunctive or other equitable relief as a remedy for any such breach. Such remedy is in addition to all other remedies available to us at law or equity. 

14. General provisions

The ownership and intellectual property rights set forth in this Agreement shall survive the termination of this Agreement and any obligations under this Agreement for any reason.

(a) No assignment. You may not assign any of your rights under this Agreement or transfer by novation any of your rights and/or obligations under this Agreement without our prior written consent.  We may assign or transfer any of our rights and/or obligations under this Agreement by written notice to you.

(b) No third party rights. The provisions of this Agreement are not enforceable by any person who is not a party to it.

(c) No special relationship: Nothing contained in this Agreement shall in in any way be construed to create an agency relationship, partnership, professional-client relationship, employment relationship, joint venture or other relationship between the parties.

(d) Severability. If any term, clause, or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision shall be deemed to be severed from this Agreement.

(e) No Waiver. Any failure by us to enforce a provision of this Agreement at any time shall not be construed as a waiver of such provision and shall not affect our right to enforce such a provision.

(f) Amendments. This Agreement may only be varied by express written agreement of the parties.

(g) Entire Agreement. This Agreement, along with our Privacy Policy, constitutes the entire written agreement between you and us with respect to the Course, and supersedes all prior communications, proposals and agreements.

(h) Governing law. This Agreement is governed by and construed in accordance with the laws of Victoria, Australia, and the parties agree to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia, in the event of any dispute arising out of or in connection with this Agreement.

 

Contact Us

If you have any questions, concerns or complaints about this Paediatric Feeding Foundations Program Access Agreement, please contact us: