Social Stencil Program - Terms of Use

1. DEFINITIONS

In these Terms:

Classroom Poster and Cards Pack means the Classroom Poster and Cards Pack made available by us pursuant to the Social Stencil Program. 

Customer, you and your means the User and the person, corporation or association, jointly and severally if more than one, acquiring the Social Stencil Program from us.

Fees means any fee for the Social Stencil Program or the Materials stated on our Website or as otherwise notified by us to you in writing from time to time, subject to clause 3 of these Terms.

Government Authority means any government or any public, statutory, governmental, semi-governmental, local governmental or judicial body, entity or authority and includes a Minister of the Crown (in any right), and any person, body, entity or authority exercising a power pursuant to any law.

Intellectual Property means all present and future intellectual property rights in the Social Stencil Program including any trade secrets, patents, inventions, product names, designs, copyright, trademarks, know how, brand name, domain names and any other rights whether or not registered or capable of registration and any application or right to register these rights and all renewals and extension of these rights.

Law means all applicable laws, ordinances, rules, regulations, other delegated legislation, codes and includes the requirements of any Government Authority.

Materials means materials made available by us pursuant to the Social Stencil Program, including the Classroom Poster and Cards Pack and the Social Stencil Mini Students Poster Pack.

Permitted Purpose means to improve children's social information processing skills and social behaviours. 

Social Stencil Program means the Social Stencil program supplied by us pursuant to these Terms.

Social Stencil Mini Students Poster Pack means the Social Stencil Mini Students Poster Pack made available by us pursuant to the Social Stencil Program. 

Terms means these Terms of Use as varied or amended in writing from time to time. 

User means any person using the Social Stencil Program and Materials.

Website means our website located at www.socialstencil.com and any other website through which we make the Social Stencil Program available from time to time.

we, us or our means SLS Practice Pty Ltd ACN 626 344 974 and Dr. Connie Buckingham (trading as the Social Stencil PTY LTD) and includes their directors, employees and other personnel (as applicable).

2. GENERAL

  1. These Terms apply to your purchase and use of the Social Stencil Program. 
  2. By purchasing or otherwise using the Social Stencil Program, you acknowledge that you have read and that you agree to be bound by these Terms.
  3. No amendments to or waivers of these Terms will be effective or binding on us without our prior written consent. 

3. FEES AND PAYMENTS

  1. Payment of our Fees must be made by Electronic Funds Transfer or via an approved credit/debit card, or any other method agreed to by us in writing. Where you make payment by credit card, a surcharge may apply. 
  2. Unless otherwise stated, all Fees are in Australian dollars and are inclusive of GST and any other duties, taxes or imposts imposed in relation to the Social Stencil Program. 
  3. Our Fees are subject to change and may be varied by us from time to time, by publishing such amended Fees on our Website.
  4. Payment terms may be revoked or amended at our sole discretion by providing you with written notice.
  5. The time for payment is of the essence.
  6. If you default in payment by the due date of any amount payable to us, we may:
    1. suspend your access to the Website and Social Stencil Program;
    2. charge you interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4% for the period from the due date until the date of payment in full;
    3. charge you for, and you must indemnify us from, all costs and expenses (including without limitation all legal costs and expenses on an indemnity basis) we incur resulting from the default or in taking action to enforce compliance with these Terms;
    4. cease or suspend supplying any further goods or services to you; and/or
    5. by written notice to you, terminate these Terms.

4. YOUR USE OF THE SOCIAL STENCIL PROGRAM AND MATERIALS

  1. You agree that:
    1. the Social Stencil Program and Materials must not be used by more than one User, unless otherwise agreed by us in writing;
    2. you must request a multiple User Social Stencil Program account where you intend that more than one User will access and use the Social Stencil Program;
    3. if we provide you with a multiple User Social Stencil Program account, you must purchase an additional Classroom Poster and Cards Packs for each User of that account;
    4. you must not use the Social Stencil Program or Materials in any way other than for the Permitted Purpose;
    5. you must accompany your use of the Social Stencil Program and Materials with a statement attributing ownership of the Social Stencil Program and Materials to the Social Learning Studio;
    6. you must not remove, alter or obscure any trademark, logo, copyright notice, ownership notice, or similar on any part of the Social Stencil Program or the Materials;
    7. subject to clause 4.1(h) you must not distribute the Social Stencil Program or Materials to any third party without our prior written agreement;
    8. you will purchase one Social Stencil Mini Students Poster Pack for each student if you wish to distribute the Poster Materials;
    9. you must not vary, edit, amend or otherwise tamper with the Social Stencil Program or the Materials, other than with our prior written agreement; and 
    10. even where we consent to certain amendments to the Social Stencil Program or Materials at your request, all Intellectual Property rights in the Social Stencil Program and Materials remain with us, and you must ensure that ownership of the Social Stencil Program and Materials is attributed to us, at all times.

5. FACILITATORS

  1. By completing the Social Stencil Program and completing the associated quizzes:
    1. you may become an official facilitator of the Social Stencil Program; and
    2. subject to clause 5.2, you agree that we may publish your name, state of residence and date of completion of the Social Stencil Program and associated quizzes on our Website.
  2. If you do not wish for the information outlined in 5.1(b) to be published on our Website, you must provide us with notice in writing to that effect.

6. INTELLECTUAL PROPERTY

  1. Unless otherwise agreed by us in writing, we allow the Social Stencil Program and Materials to be used by you for non-commercial use only. 
  2. You are not permitted to copy, reproduce, transmit, adapt, distribute, sell, modify, publish or store any of the Social Stencil Program or Materials, or the Intellectual Property in connection with the Social Stencil Program or Materials, without our prior written agreement.
  3. You must not use, or permit any third party to use the Social Stencil Program or Materials in any way that could damage our reputation or the goodwill or other rights associated with the Social Stencil Program. 
  4. You must not:
    1. describe yourself or hold yourself out as our agent in any manner;
    2. other than as permitted in these Terms, grant any right, licence or authority to any third party whether at common law or otherwise to use the Social Stencil Program or Materials;
    3. assign, sub-license, encumber or otherwise deal with your rights and obligations under these Terms without our prior written consent;
    4. assert any right to or over the Social Stencil Program or Materials in any manner inconsistent with these Terms;
    5. take or appropriate the Social Stencil Program or Materials as your own;
    6. take any action which would or may invalidate, challenge, oppose or otherwise put in dispute our title to the Social Stencil Program or Materials; or
    7. cause, permit or assist any other person directly or indirectly to do any of the above acts.
  5. You must not act in any manner or engage in any conduct that may adversely affect our reputation or the reputation attaching to the Social Stencil Program.
  6. You acknowledge and agree that:
    1. we remain the sole owner of the Social Stencil Program and Materials; and
    2. you will not, by virtue of these Terms or otherwise, gain any ownership rights in or to the Social Stencil Program or Materials.
  7. Nothing in these Terms will be taken to transfer to you any of our ownership or other rights in the Social Stencil Program or Materials.

7. COPYRIGHT

  1. Copyright in all artistic and literary works which we have created will remain with us at all times.
  2. We grant to you a non-exclusive licence to use the copyright in any literary and/or artistic works in the Social Stencil Program and Materials which we have created however the exercise of such licence is conditional upon you having paid all monies due to us under these Terms.

8. ACKNOWLEDGEMENTS

  1. You acknowledge and agree that, to the extent permitted by Law:
    1. we make no representations or warranties in relation to the Social Stencil Program or Materials;
    2. we cannot guarantee any particular outcome in respect of the Social Stencil Program or Materials; and
    3. you are responsible for obtaining all required permits and licences and otherwise adhering to all other requirements at Law in relation to your use of the Social Stencil Program and Materials and you release us from any liability in this regard.

9. WARRANTIES

  1. You warrant and represent that you hold all applicable licences, authorisations and permits and have satisfied all other requirements of any relevant authority in respect of the use of the Social Stencil Program and Materials.

10. RISK AND INSURANCE

  1. You assume all insurance responsibility in respect of your use and delivery of the Social Stencil Program, or arising out of or in connection with these Terms. 
  2. You assume all risk and insurance responsibility in respect of, and all liability for, any loss, damage or injury to your personnel, property, or to third parties arising out of the publication, use or possession of the Social Stencil Program, unless recoverable from us on the failure of any statutory guarantee under the relevant Laws.

11. LIMITATION OF LIABILITY

  1. To the extent permitted by Law, we, our employees or our agents are not liable for any loss or damage (including any consequential loss or damage, which includes without limitation, loss of profit, loss of enjoyment or loss of revenue) of any kind whatsoever and howsoever arising as a result of your entry into these Terms or your use and delivery of the Social Stencil Program or Materials.

12. INDEMNITY AND RELEASE

  1. To the extent permitted by law, you agree to indemnify and release us, our employees or our agents, to the fullest extent permitted by law from and against all liability, loss, claims, actions, causes of action, demands, proceedings, damages, costs and expenses (including legal costs) incurred or suffered:
    1. by you in respect of or arising directly or indirectly from the use of the Social Stencil Program and Materials, or any other goods or services provided by us to you; or
    2. by you or us or as a result of any breach of these Terms by you.
  2. The release and indemnifications contained in these Terms bind your spouse, insurers, heirs, next of kin, executors, legal representatives and administrators.

13. NON-DISPARAGEMENT

  1. You acknowledge and agree that you will not at any time, take any action or engage in or cause any conduct in public (whether deliberately, knowingly, carelessly, maliciously, unintentionally or otherwise) anywhere in the world, and in any form or media whatsoever, which disparages or injures, or which has the potential to disparage or injure, our reputation, or any of our past or present directors, officers or employees.

14. TERMINATION

  1. You may terminate your access to the Social Stencil Program and Website at any time by providing 30 days written notice to us. 
  2. We may terminate your right to use the Social Stencil Program and the Website at any time by providing notice deemed by us to be appropriate under the circumstances.
  3. If your right to use the Social Stencil Program is terminated, you must immediately:
    1. cease any and all use of the Social Stencil Program and Materials; and
    2. return all Materials to us.

15. FORCE MAJEURE

  1. We are not liable in any way howsoever arising under these Terms to the extent that we are prevented from acting by events beyond our reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, pandemics, epidemics or acts or threats of terrorism or war. 

16. MISCELLANEOUS

  1. These Terms constitute the whole agreement and supersede all prior agreements in relation to the provision of the Social Stencil Program and Materials. 
  2. We may vary these Terms from time to time in our sole discretion by publishing such amended Terms on our Website.