Your use of the services outlined below is subject to the following legal agreement between you and GraduateMedicine Pty Ltd ("GraduateMedicine") (ABN 65 506 439 554) via the website at www.graduatemedicine.com.
The services provided by GraduateMedicine are training and educational services in Australia including access to:
an educational website ("the Site") on General Practice ("GP") medicine and other general medical educational course materials;
the GP Exam Accelerator Course ("the Course");
the Diagnostic Dynamic Assessment and Structured Management Model ("the Model");
GraduateMedicine's other services such as GP training materials, exam notes, guides, checklists, mindmaps, videos, webinars, recordings, sales and marketing collateral, promotional offers ("Licensed Materials"), all being licensed to you subject to the following terms and conditions below, and any other products and services as decided by GraduateMedicine.
Access to GraduateMedicine's Site and and any associated services is granted by Graduate Medicine at its sole discretion. In the event that you are granted access, you agree to participate in the GP Exam Accelerator Course for the purpose of gaining assistance to pass the GP exams in Australia or any other countries deemed to be using the Australia GP exams model.
Your License to Use GraduateMedicine's Licensed Materials
Grant of License: In exchange for you paying the fees payable for use of our Licensed Materials , GraduateMedicine ("the Licensor") grants you ("the Licensee') a non-exclusive, non-transferable, non-assignable, revocable license to use the Licensed Materials by you on a temporary basis for the period of 12 months ("the Term") for the purposes of gaining assistance to pass the GP exams in Australia or any other countries deemed to be using the Australia GP exams model ("Approved Purpose").
The licence granted to you does not include the right to sub-license to third parties or permit any other person other than you to use the License Material.
Restrictions on License: You must not (as the Licensee): (i) adjust, modify, amend, vary adapt or improve any Licensed Material with the prior written consent of GraduateMedicine (as the Licensor) (ii) use the Licensed Material for any commercial purpose; or (iii) remove GraduateMedicine's name or logo from any Licensed Material.
Updates: If GraduateMedicine provides you with any updates to the Licensed Material, you agree to use these updated materials for the Approved Purpose.
Customisations: GraduateMedicine may create customisations or enhancements to the Licensed Materials from time to time, in which case you must pay the the standard rate for the enhancements (or such other amounts as agreed by the parties in writing).
You agree to pay the fees as set out in the Site in order to get access to and log into the Site, Course and Licensed Materials with GraduateMedicine.
GraduateMedicine accepts payment for the fees via Stripe. GraduateMedicine may change their payment provider at any time to provide the same or more payment methods for payment of fees.
If there is a dispute about whether a fee, refund or other amount contemplated by this agreement is payable or available, you must not withhold the amount in dispute.
From time to time, Graduate Medicine may change the fees if it considers it commercially desirable to increase its fees.
GraduateMedicine must invoice you for the Fees before or after the payment for the Course and Licensed Materials is made.
You agree that you are responsible to claiming any eligible tax or other deduction for your Course fees from the relevant third parties.
All Intellectual Property Rights, including all industrial and intellectual property rights, both in Australia and throughout the world, including copyright, moral rights, registered and unregistered trademarks, registered and unregistered design, registered and unregistered plant breeder's rights, trade secret, knowhow, trade or business or company name, indication or course or appellation of origin or other proprietary right, or right or registration of such rights, are solely owned by GraduateMedicine Pty Ltd.
You must not challenge or call into question GraduateMedicine's Intellectual Property Rights in the Licensed Materials.
Exclusions: It does not include information that: (i) the recipient already knew, (ii) becomes public through no fault of the recipient, (iii) was independently developed by the recipient; (iv) was lawfully given to the recipient by a third party in good faith; or (v) is required by law to be disclosed.
Registration to Access our Site
To register for access to our Site and Course(s), you must complete all required information elements on the registration web pages ("Registration Information"). You understand and agree that when you provide the Registration Information, you are registering your own name for the purpose of benefit from our Site and the Course.
You must provide current, complete, and accurate information at registration and during the creation of any profile and maintain this information as current and accurate during your participation in the Site and Course.
You agree to provide such information as GraduateMedicine may require, including information necessary to validate your identity.
GraduateMedicine has full discretion to grant and withdraw your access to the Site and Course and any individual program benefits at any time.
You are solely responsible for maintaining the confidentiality and security of your account. You should not reveal your Registration Information to anyone else or use anyone else's account.
Your passwords and account security: You agree and understand that you are responsible for access to and use of your account, including maintaining the confidentiality of passwords associated with any account you use to access the Site. You must keep confidential and secure your passwords and other confidential information relating to your access to our Site and Licensed Materials. You must notify us immediately of any known or suspected unauthorised use of the Site or Licensed Materials, or any suspected known breach of security, including loss, theft or unauthorised disclosure of your passwords. Not withstanding such notification, you will be liable for any and all used of the Site and Licensed Materials regardless of whether it was accessed fraudulently or improperly.
You agree to notify GraduateMedicine immediately of any unauthorised use of your username or password or any other breach of security regarding the Site of which you have knowledge.
Use of your Personal Information
Your content: When you upload or otherwise submit content, you give GraduateMedicine and its Affiliates a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from any changes to formatting or file type which we might make to allow your content to work better), communicate, publish, publicly perform, publicly display, and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Site and the Course. This license continues even if your participation in the Course ends, unless you elect to remove your content from the Site before that time. You represent and warrant that you have the necessary rights to grant us this license for any content that you submit.
Marketing: You grant permission for GraduateMedicine to use your name in company promotional materials and advertising for marketing purposes. This may include newsletters, other print media, television and the internet, in whole or part.
Analytics: If you access training content provided through the Site, GraduateMedicine may share individual and aggregated statistics about your participation and results to allow GraduateMedicine to evaluate and improve the Site and the Course materials and content.
Use of the Site and Services by you
The Course and Licensed Materials are only intended as a basic framework to generally assist the process of applying for a particular exams, licence, accreditation or other approval. The Course and Licensed Materials do not address the complexities of particular circumstances.
You agree that you will not engage in any activity that interferes with or disrupts the Site or interferes with GraduateMedicine's ability to provide the Site or the Course. Unless you have been specifically permitted to do so in a separate agreement with GraduateMedicine, you agree that you will not reproduce, duplicate, copy, sell, trade or resell any material which you receive through your participation in the Site and the Course for any purpose.
You must not publish or distribute the GraduateMedicine Licensed Materials in any way (other than to the extent necessary for your own study and educational purpose).
You agree that you will not use any automated means or form of scraping or data extraction to access, query or otherwise collect information about the Site or the Course or participants in it.
Ending your relationship with GraduateMedicine
You may end your participation in the GraduateMedicine Site and the Course and stop accessing the License Materials provided to you at any time. You do not need to specifically inform GraduateMedicine if you do so.
GraduateMedicine Ending its relationship with you
GraduateMedicine receives complaints about you from third parties; or
Graduate Medicine is required to do so by law (for example, where the provision of the Site or the Course to you is, or becomes, unlawful); or
GraduateMedicine is no longer providing the Sire or the Course or related services to entities in the country in which you are resident or from which you access the Site; or
believes that the provision of the Site and the Course to you by GraduateMedicine is no longer commercially viable.
The License ceases, so you are no longer permitted to access the Site and Course or have any of the benefits associated with the Site and Course;
Your accrued rights or remedies of a party are not affected; and
You must erase, delete, destroy or otherwise, return GraduateMedicine's Confidential Information or other property in your care, custody or control.
You must attempt to use or access the Licensed Materials following the termination of this legal agreement and acknowledges that GraduateMedicine may disable access to the Licensed Materials.
GraduateMedicine is constantly seeking to improve in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Site and the Course and related services that GraduateMedicine provides may change from time to time without prior notice to you. GraduateMedicine may also withdraw the Site or the Course or related services at any time without prior notice to you.
If GraduateMedicine wants to officially terminate its legal agreement with you, it may do so at any time by (a) sending an email to the email address which you provide as part of the Registration Information, or (b) blocking your access to the Site. GraduateMedicine may take that step if, for example (without limitation):
License expires or terminated: Upon expiration or termination of the License:
Survival: Termination or expiry of the License and agreement will not affect clauses 10.4, 11, 12, and 13 or any provision of this agreement which is expressly or by implication intended to come into force or continue on or after termination or expiry.
All information provided by you is accurate and is not, whether by omission of information or otherwise, misleading;
you have not withheld from GraduateMedicine any document, information or other fact material to the decision of GraduateMedicine to enter into this legal agreement;
you did not rely on any representation made by GraduateMedicine or any related affiliates before entering into this legal agreement.
Subject to Section 11.1 and to the fullest extent permitted by law, no implied conditions, warranties or other terms apply (including, without limitation any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
Intellectual Property Warranty: Graduate Medicine makes no representation, assurance and gives no warranty that use of the Licensed Material will be fit for any particular purpose, or that the use of the Licensed Materials will not infringe the Intellectual Property rights of any third party.
Accuracy and Reliance Warranties: GraduateMedicine accepts no responsibility for the completeness or accuracy of any of the Site and / or the Course (or any information provided in connection with the Site and / or the Course and makes no representations about their suitability for any particular purpose. Furthermore, to the extent that the provision of the Site or the Course involves the giving of any advice, training or recommendations, GraduateMedicine provides no guarantee or assurance that that advice, training or recommendations will achieve any particular outcome, nor that it will not give rise to any particular consequence. Without limitation, you are responsible for independently verifying the advice, training or recommendations, and any associated information, advice, training and recommendations, and their suitability for any particular purpose, and you use the GraduateMedicine Site and Course and any associated information, advice and recommendations at your risk entirely.
Results and Accreditation: GraduateMedicine does not warrant that use of the Licensed Materials and any associated information, advice, training and recommendations will achieve any particular outcome including any licence, accreditation, qualification or other approval. Without limitation, there may be other materials, documents and information necessary to achieve any such outcome. This will be influenced by a variety of factors outside of GraduateMedicine's control including practicalities of your particular circumstances and actions of third parties.
Your Warranties: You represent and warrant as a condition of this agreement that:
Limitations of Liability
any indirect, special, exemplary, punitive or consequential loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly or naturally (ie. by the ordinary course of things) from a breach of this agreement including but not limited to any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or
any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
any change which GraduateMedicine may make to its Site, Course or Licensed Materials;
your failure to provide GraduateMedicine with accurate registration or account information;
you failure to keep your password or account details secure and confidential and the consequent access and use of your account by another; or
any fraudulent use of the GraduateMedicine Site, Course or Licensed Materials by you.
Subject to Clause 12.1, all warranties (including, without limitation, warranties and conditions as to the fitness for purpose) whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.
Without limiting the foregoing, to the extent possible by law, GraduateMedicine specifically excludes any warranty to the accuracy or quality of information received by any person via the Site, the Course or the Licensed Materials, and Graduate Medicine shall not be liable for any loss or damage by you relying upon the Site, the Course or the Licensed Materials.
GraduateMedicine, its Affiliates and it Licensors will not be liable to you for:
To the extent permitted by law, the total liability of GraduateMedicine, its subsidiaries and affiliates (and their licensors) will not exceed the amount that you have paid GraduateMedicine to use the Site, Course and Licensed Materials.
The limitation of GraduateMedicine's liability to you will apply whether or not GraduateMedicine has been advised or should have been aware of the possibility of such losses arising.
Representations: You acknowledge that no representations were made prior to entering into this agreement. You agree that, in entering into this agreement, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement. You shall have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into this agreement and the seller shall have no liability otherwise than pursuant to the express terms of this agreement. Without limiting the foregoing, you acknowledge that GraduateMedicine has not made any representations that the Site, Course or Licensed Materials will achieve any particular purpose or objective.
Consumer Protection: [TBC - If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by GraduateMedicine in connection with this agreement, and GraduateMedicine's liability for failing to comply with that guarantee cannot be excluded but may be limited, then GraduateMedicine's liability for such failure is limited (at GraduateMedicine's election), to, in the case of a supply of services, then GraduateMedicine supplying the services again or paying the cost of having the services supplied again].
Each indemnity contained in this agreement is a continuing obligation notwithstanding any settlement of account or the occurrence of any other thing, and it is not necessary for GraduateMedicine to incur expense or make payment before enforcing or making a claim under an indemnity.
Costs and Taxes
Taxes: Subject to clauses below, you must pay all taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed or levied in Australia or overseas in connection with this performance of this agreement.
GST: Any words capitalised below have the meaning given to those words in the GST Act 2014 (Cth).
The consideration for a supply of the Course and Licensed Materials made under or in connection with this agreement in Australia includes 10% GST. Outside of Australia, there is no GST charged on the fees for the Course and Licensed Materials. It is your responsibility to comply with the taxation laws of your jurisdiction.
For clarity the GST payable under Clause 13 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the supply for which the Supplier is liable, however caused.
If either party has the right under this agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this agreement, that reimbursement or indemnity excludes any GST component of that cost for which the Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator, or other person entitled to the Input Tax Credit (if any).
Jurisdiction: The laws of New South Wales, Australia govern this agreement. Each party irrevocably submits to the exclusive jurisdiction of the Courts of New South Wales, the Commonwealth of Australia and those Appeal Courts.
Discretion: Where GraduateMedicine may exercise any right or discretion or make any decision under this agreement, GraduateMedicine may do so in its absolute discretion, conditionally or unconditionally, and without being required to give reasons or act reasonably. Clause 13.3 applies unless this agreement expressly requires otherwise.
Delay no waiver: No failure or delay by either party in exercising any right, power or remedy under this agreement, except as specifically provided for in this agreement, will operate as a waiver of any such right, power or remedy.
Supersedes: This agreement supersedes all previous agreements about its subject matter this agreement embodies the entire agreement between the parties.The terms set out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.
Severance: A clause or part of a clause of this agreement of this agreement is illegal, invalid or unenforceable may be severed from this agreement and the remaining clauses or parts of the clause of this agreement continue in force.
Representations: To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference to this agreement. Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into this agreement.
Individuals: Where the context permits, a reference in the above paragraphs to GraduateMedicine is a reference to any individual (whether or not an employee or officer of GraduateMedicine), involved in the supply of the Licensed Materials and any associated information, advice or recommendations.