2. Conditions of Use
b) CPA Australia has sole responsibility for the interpretation of the Terms and no correspondence about the same will be entered into. CPA Australia reserves the right and may at its discretion amend, modify, change or remove the Terms at any time without notice.
c) You acknowledge that the App and information in or connected with, the App applies only to the App and should not be relied upon as investment, financial or legal advice or a recommendation of any services or products. You should consider obtaining independent advice before making any investment, financial or legal decision.
3. Privacy Statement
4. Access Account
a) You may be required to provide a username, password or other Personal Information to gain access to the access account for an App or Website (“Access Account”). You are solely responsible for all acts and omissions that occur under your Access Account. Do not share your Access Account details with any other person. Unauthorised use of your Access Account is a breach of these Terms and will result (if applicable) in that user’s automatic removal from the App and/or Website. CPA Australia accepts no responsibility for any transactions resulting from unauthorised access to your Access Account. CPA Australia accepts no liability for any loss, injury or damage resulting from the unauthorised use of your Access Account. You agree to notify us immediately if any unauthorised use of your Access Account is detected or any other breach of security occurs.
b) CPA Australia reserves the right to refuse access to the App and/or Website, remove any person(s) from the App and/or Website, or modify a person’s Access Account at any time, without notice. Without limitation, CPA Australia reserves the right to refuse access, deny or remove access to the App and/or Website or do anything else CPA Australia may deem necessary, if in our sole discretion a person is found to be: (i) tampering with access to or the operation of the App and/or a Website; (ii) engaging in practices which subvert or are intended to subvert these Terms; (iii) in breach of these Terms; (iv) acting in an unsocial or disruptive manner, or with intent to annoy, abuse, disparage, threaten or harass any other person; (v) engaging in any conduct which is deemed to be contrary to our brand or the Standards of Behaviour.
5. Standards of Behaviour
To protect the needs and interests of all person(s) who use the App, we have set the standards of behaviour outlined below (“Standards of Behaviour”). Please review these Standards of Behaviour. They will help you understand what type of behaviour is acceptable, and what type of content may be reported and removed at CPA Australia’s discretion. Any obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening or harassing language of any kind will not be tolerated. Impersonating other people is not allowed. CPA Australia may at its discretion terminate your use of the App and/or Website for any reason without notice.
The safety of our members and each person is our number one priority. We may at our discretion, remove any content and may escalate to law enforcement if we believe there is a genuine risk of physical harm to a person. You must not threaten other persons or organize acts of violence. We also prohibit promoting, planning or celebrating any of your actions if they have, or could, result in any form of harm to others, including theft, vandalism or financial harm.
CPA Australia will not tolerate bullying or harassment. All reports of abusive behaviour directed at users will be taken seriously and may result in a person(s) removal or suspension from the App and/or Website.
b. Hate Speech
CPA Australia does not tolerate or accept any form of content that attacks an individual or group based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability or medical condition. All reports of hate speech directed at a person will be taken seriously and may result in a person’s removal or suspension from the App and/or Website.
c. Graphic Content (Nudity and Pornography)
Sharing on the App and/or Website any graphic, nude or pornographic content is strictly prohibited. All reports of sharing graphic content or nude or pornographic content yourself or directed at another user will be taken seriously and may result in a person’s removal or suspension from the App and/or Website.
d. Identity and Privacy
You must not publish the Personal Information of another person without their consent. All reports of the misuse of a person’s identity or private and Personal Information directed at another person will be taken seriously and may result in a user’s removal or suspension from the App and/or Website.
e. Reporting Misuse or Abuse
If you see something on a Website or App that you believe is a breach of these Terms, you should report it to CPA Australia.
6. Surveys, Polls, Message Board and Electronic Messages
CPA Australia reserves the right to temporarily or permanently ban persons who violate these Terms and/or the Standards of Behaviour, or who in any way abuse the community purpose of the App and/or Website forums. CPA Australia reserves the right to remove any posts for any reason. Opinions or comments on the App and/or Website are welcome, but attacking individuals, companies or products is strictly prohibited. Advertising or promotion of other companies, products or services or URLs is not allowed. Please limit all posting to the subject of Congress.
7. Social Media
You acknowledge and agree that CPA Australia may publish or promote on the App and/or a Website, a social media or networking site, or any other form of media the details of discussions or content posted on the App and/or Website.
a) You consent to receiving information in any form or medium in the App and/or Website from us or on our behalf from any third party. You acknowledge that the information may contain from time to time, information that advertises or promotes, or offers to supply, goods or services of CPA Australia or a third party.
b) You acknowledge and agree that any subscription, promotion or purchases of goods or services from a third party or sponsor which you elect to obtain during your participation in the App and/or Website, may be subject to terms and conditions separate to these Terms and that you may be obliged to enter into a separate agreement with that third party or sponsor. You agree that CPA Australia will not be liable for any loss or damage suffered resulting from you obtaining any subscription, promotion or goods or services from a third party or sponsor.
9. Intellectual Property
a) You hereby grant CPA Australia an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publish, stream, store, retain, publicly perform or display, transmit, scan, reformat, modify, edit, frame, translate, excerpt, adapt, create derivative works and distribute (through multiple tiers), any content you: (i) post on or in connection with the App and/or the Website or the promotion thereof (“User Content”); or (ii) enable another user to post; and in addition to the above, to use your name, likeness or image for any purpose without restriction, including without limitation, commercial and/or advertising of or in connection with the App and/or Website or the promotion thereof.
b) Trademarks including but not limited to the words ‘CPA’, ‘CPA Australia’, ‘The Naked CEO’, ‘Boardroom Tycoon’, ‘CPA Passport’ and ‘CPA Congress’, unless otherwise indicated, are owned by CPA Australia in Australia and may be the subject of rights in other countries.
c) The App may contain trademarks or logos of other parties and are proprietary to those partie(s) who retain registered or unregistered rights in those trademarks and logos in Australia and may be the subject of rights in other countries. CPA Australia makes no proprietary claim to trademarks or logos of any third party.
d) Unless otherwise indicated, all rights, title and interest in an App and/or Website (including without limitation any, games, titles, computer code, themes, objects, characters, character names, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, in-App or in-Web chat transcripts, character profile information, recordings, Access Account and server software) are owned by CPA Australia. CPA Australia reserves all rights, including without limitation, all Intellectual Property rights or other proprietary rights, in connection with an App and/or Website.
e) “Intellectual Property” includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including rights of any kind in registered or registrable patents; literary, dramatic, musical and artistic works, cinematograph films, television broadcasts and sound broadcasts, published editions of works and any other subject matter in which copyright (including future copyright and rights in the nature of or analogous to copyright) may, or may upon creation of the subject matter, subsist anywhere in the world; registered and unregistered trade marks and service marks, including goodwill in the business concerned in the relevant goods and/or services; trade, business or company names; internet domain names; and proprietary rights under the Circuit Layouts Act 1989 (Cth); whether created or in existence before or after the date of these Terms, whether arising by operation of law, treaty, contract, license, or otherwise and includes anything, whether tangible or intangible, which incorporates, embodies or is based on any of the things referred to in this definition.
f) You also grant to CPA Australia: (i) the right to authorize others to exercise any of the rights granted to CPA Australia under these Terms; and (ii) the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material included in any of your User Content and in connection with any User Content, without any obligation to you.
g) Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether your User Content is altered or changed in any manner.
10. Protecting other People’s Copyright
a) We respect other people’s copyright and expect you to do the same. If you use content created by others without their permission, you may be infringing their copyright.
b) We comply with the Australian Copyright Act and will remove content when properly notified that it violates copyright.
c) You will not post content in your User Content that infringes or violates someone else’s rights or otherwise violates the law.
d) We can remove any content or information you post on the App and/or Website if we believe that it violates these Terms.
e) If we remove your content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
f) If we receive a valid infringement notification identifying content you have posted in your User Content.
g) We reserve the right to remove any infringing content and/or permanently block your access to the App or Website where appropriate.
h) In addition, copyright owners may choose to sue you for infringement, resulting in damages and in some cases, criminal penalties.
i) CPA Australia isn’t able to mediate rights ownership disputes. When we receive a takedown notice, we will remove the content as the law requires. When we receive a valid counter notification we will forward it to the person who requested the removal. After this, it’s up to the parties involved to resolve the issue in court or by other means.
j) If you believe your copyright-protected work was posted on an App and/or Website without authorisation, you may submit a copyright infringement notification. These requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf.
k) Do not make false claims. Misuse of this process may result in the suspension of your Access Account or other legal consequences. Submit a copyright infringement claim.
11. App End User Licence
The App is licensed, not sold. The App includes all software and further includes any accompanying manual(s), files, electronic or on-line materials or documentation, and any and all copies of such software and its materials. By opening the App, installing, and/or using the App and any other materials included with the App, you hereby accept these Terms with CPA Australia Ltd ABN 64 008 392 452 ("Licensor"). If you do not agree to these Terms do not install, or use the App.
Subject to these Terms, we hereby grant to you the nonexclusive, non-transferable, limited right and license to use one copy of the App for your personal non-commercial use on a single computer or technology unit (including but not limited to tablets and smart phones) (“Technology Unit”), unless otherwise specified in the App documentation. The term of your license under these Terms will commence on the date that you install or otherwise use the App and ends on the earlier date of either your disposal of the App or the Licensor’s termination of these Terms. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the App. The App is being licensed to you and you hereby acknowledge that no title or ownership in the App is being transferred or assigned and these Terms should not be construed as a sale of any rights in the App. All rights not specifically granted under these Terms are reserved by Licensor and, as applicable, its licensors.
Unless otherwise indicated, we retain all right, title and interest to the App, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The App is protected by Australian copyright and trademark law and applicable laws and treaties throughout the world. The App may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from us. Any individual copying, reproducing or distributing all or any portion of the App in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and/or criminal penalties in Australia or their local country. The App contains certain licensed materials and our licensors may also protect their rights in the event of any violation of these Terms. All rights not expressly granted to you herein are reserved by us.
14. License Conditions
You agree not to: (a) commercially exploit the App; (b) distribute, lease, license, sell, rent or otherwise transfer or assign the App, or any copies of the App, without the express prior written consent of us or as set forth in these Terms; (c) make a copy of the App or any part thereof (other than as set forth herein); (d) make a copy of the App available on a network for use or download by multiple users; (e) except as otherwise specifically provided by the App or these Terms, use or install the App (or permit others to do same) on a network, for on-line use, or on more than one computer or Technology Unit at the same time; (f) reverse engineer, decompile, disassemble, prepare derivative works based on or otherwise modify the App, in whole or in part; or (g) remove or modify any proprietary notices, marks or labels contained on or within the App.
15. Technical Protections
The App may include measures to control access to the App, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. If the App permits access to special features, only one copy of the App may access those features at one time. Additional terms and registration may be required to access online services and to download App updates and patches. Only the software part of the App which is subject to a valid license can be used to access online services, including downloading updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the App will not function properly.
16. Internet Connection
In order for the App to operate, you may be required to have and maintain an adequate internet connection. If you do not maintain such a connection, the App may not operate properly.
17. Information Collection & Usage
By installing and using the App, you consent to these information collection and usage terms, including (where applicable) transfer of data to us and affiliated companies into a country outside of Australia. If you connect to the Internet when using the App, we may receive information from hardware manufacturers and may automatically collect certain information from your computer or Technology Unit. This information may include, but is not limited to, user IDs (such as screen names), locations visited, surveys and live polls, hardware MAC address, internet protocol address, and your usage of various App features. All information collected by us is intended to be anonymous information that does not disclose your identity or constitute personal information, however, if you include personal information (such as your real name) in your user ID, then such personal information will automatically be transmitted to us and used as described herein.
The Licence and these Terms are effective until terminated by you, by us, or automatically upon your failure to comply with these Terms. Upon any termination, you must permanently destroy all copies of the App, accompanying documentation, associated materials, and all of its component parts in your possession or control including from any client server or computer/device on which it has been installed.
19. Equitable Remedies
You hereby agree that if these Terms are not specifically adhered to, we may suffer irreparable damaged, and therefore you agree that we will be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect to these Terms, in addition to any other available remedies.
These Terms represent the complete agreement concerning the license between us and you and supersedes all prior agreements and representations us and you. We reserve the right to, at our discretion, modify these Terms, including any rules and policies at any time. You are responsible for reviewing and becoming familiar with any such modifications or additional terms and conditions (“Additional Terms”) communicated to you by us. All Additional Terms are hereby incorporated into these Terms by reference and your continued use of the App will indicate your acceptance of any Additional Terms. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of these Terms will not be affected.
21. Apple App Store Additional License Terms
These Terms are in addition to all other terms of the Limited Software Warranty; License Agreement, and Information Use Disclosures. If any Software is provided to you through the Apple Inc. (“Apple”) App Store, then the following additional terms and conditions in this paragraph apply. These Terms are solely between you and us, and not with Apple. You acknowledge that Apple has no obligation to furnish any maintenance or support services to you in connection with the App. In the event of any failure of the App to conform to the Limited Warranty in these Terms, you may notify Apple, and Apple will refund the purchase price (if any) for the App. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by these Terms, and Apple is not responsible for such claims. You must comply with the App Store Terms of Service, including the Usage Rules. The license to the App is a non-transferable license to use the App only on an iPhone, iPad or iPod touch that you own or control. You represent that you are not located in any U.S. embargoed countries or on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's list or Entity List. Apple is a third party beneficiary to this Agreement and may enforce these Terms against you. All other terms and conditions of these Terms apply to your use of the App.
22. Android Market Additional License Terms
These Terms are in addition to all other terms of the Limited Software Warranty; License Agreement, and Information Use Disclosures. If any Software is provided to you through the Google Play Android Market ("Google"), then the following additional terms and conditions in this paragraph apply. These Terms are solely between you and us, and not with Google. You acknowledge that Google has no obligation to furnish any maintenance or support services to you in connection with the App. Any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by these Terms, and Google is not responsible for such claims. You must comply with the Google Play Terms of Service, including any usage rules.
23. Public Discourse
The App and/or Website may include various forums, blogs and chat features where you can post User Content, including your observations and comments on designated topics. We cannot guarantee that other users will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the App and/or Website. CPA Australia has no responsibility to evaluate, use or compensate you for any ideas or information you may choose to submit.
24. Responsible for your own Content
You are solely responsible for the information that you post on or in connection with the App and/or Website, or that you provide to others. CPA Australia may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in our sole judgment violates these Terms.
25. Disclaimer of Warranties
Without limiting CPA Australia’s liability described below, the App and/or Website is provided on an “as is” and “as available” basis for your use, without warranties of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. We do not warrant that you will be able to access or use the App and/or Website at the times or locations of your choosing; that the App and/or Website will be uninterrupted or error-free; that defects will be corrected; or that the App and/or Website is free of viruses or other harmful components.
We do not warrant the performance in any manner whatsoever of the App and/or Website on your specific computer or Technology Unit. We do not warrant against interference with your enjoyment of the App and/or Website; that the App and/or Website will meet your requirements; that operation of the App and/or Website will be uninterrupted or error-free, or that the App and/or Website will be compatible with third party software or hardware or that any errors in the App and/or Website will be corrected. No oral or written advice provided by us or any authorized representative will create a warranty. As some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations may not apply to you.
If for any reason you find a defect in the App within 14 days of downloading, We agree to log a ticket in the App’s online help desk, and/or investigate the issue as relevant.
Any implied warranties prescribed by statute are expressly limited to the 14-day period described above.
Except as set forth above, the above steps are in lieu of all other warranties, whether oral or written, express or implied, including any other warranty of merchantability, fitness for a particular purpose or non-infringement, and no other representations or warranties of any kind will be binding on us.
In no event will the Licensor be liable for special, incidental or consequential damages resulting from possession, use or malfunction of the App and/or Website, including but not limited to, damages to property, loss of goodwill, computer/device failure or malfunction and, to the extent permitted by law, damages for personal injuries, property damage, lost profits or punitive damages from any causes of action arising out of or related to these Terms and/or the App and/or Website, whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not we have been advised of the possibility of such damages. In no event will our liability for all damages (except as required by applicable law) exceed the actual price (if any) paid by you for use of the App and/or Website as applicable.
26. User Interactions/ Limitation of Liability; Sole And Exclusive Remedy; Indemnification
A. User Interactions
You are solely responsible for your interactions with other users of the App and/or Website and any other parties with whom you interact through the App and/or Website. Any interaction with another user of the App and/or Website must be in compliance with the Standards of Behaviour and these Terms. CPA Australia reserves the right, but has no obligation, to become involved in any way with these disputes. You will fully cooperate with CPA Australia to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting us access to any password-protected portions of your Access Account.
If you have a dispute with any user, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute..
B. Limitation of Liability; Sole and Exclusive Remedy; Indemnification
CPA Australia will not be liable to you for any indirect, incidental, consequential, special, punitive or other similar damages, including but not limited to loss of revenues, lost profits, lost data or business interruption or other intangible losses (however such losses are qualified), arising out of or relating in any way to the App and/or Website whether based on contract, tort or any other legal theory, and whether or not CPA Australia has been advised of the possibility of such damages. CPA Australia will not be liable to you for more than the amount you have paid to CPA Australia for the App in accordance with these terms. You acknowledge and agree that if you have not paid anything to CPA Australia during such time period, your sole remedy (and CPA Australia’s exclusive liability) for any dispute with CPA Australia is to stop using the service and to cancel your account.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you. To the extent that CPA Australia may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope of such warranty and the extent of CPA Australia’s liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold us, our partners, licensors, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the App and/or Website pursuant to these Terms.
27. Dispute Resolution and Law
If a dispute arises between you and CPA Australia, we encourage you to first contact us directly to seek a resolution from our customer support.
Any dispute that arises out of or related to these Terms will be governed in all respects by the laws of Victoria, Australia, without regard to conflict of law provisions. You agree that any claim or dispute you may have against CPA Australia must be resolved exclusively by a court located in Victoria, Australia.
28. General Provisions
You and CPA Australia agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms, which shall continue to be in full force and effect.
CPA Australia may assign or delegate its rights and/or obligations under these Terms in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms without CPA Australia’s prior written consent, and any unauthorised assignment and delegation by you is ineffective.
D. Supplemental Policies
CPA Australia may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms (as applicable)..
E. Entire Agreement
F. No Waiver
The express waiver by CPA Australia of any provision, condition, or requirement of these Terms will not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Unless, as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by CPA Australia shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of CPA Australia.
H. Equitable Remedies
You acknowledge that the rights granted and obligations made under these Terms to CPA Australia are of a unique and irreplaceable nature, the loss of which shall irreparably harm CPA Australia and which cannot be replaced by monetary damages alone so that CPA Australia shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the App and/or any Website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the App and agree to limit your claims to claims for monetary damages, limited under the ‘Limited Liability’ clause.
I. Force Majeure
CPA Australia shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of CPA Australia, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond CPA Australia’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.
E. Governing Law
These Terms will be governed by the laws of the State of Victoria Australia. Unless expressly waived by Licensor in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state courts located in Licensor’s principal corporate place of business (Melbourne, Victoria, Australia). Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed Victorian law.