1<!DOCTYPE html> 2<html lang="en"> 3 4 5<head> 6 <meta charset="UTF-8"> 7 <meta http-equiv="X-UA-Compatible" content="IE=edge"> 8 <meta name="viewport" content="width=device-width, initial-scale=1.0"> 9 <style> 10 body { 11 font-family: Arial, Helvetica, sans-serif; 12 max-width: 40rem; 13 width: 100%; 14 min-height: 80vh; 15 margin-top: 2rem; 16 margin-bottom: 2rem; 17 margin-left: auto; 18 margin-right: auto; 19 padding-left: 1rem; 20 padding-right: 1rem; 21 } 22 </style> 23</head> 24 25<body> 26 <h1 id="terms-and-conditions-of-use">TERMS AND CONDITIONS OF USE</h1> 27 <ol> 28 <li> 29 <p>About the Application</p> 30 <ol> 31 <li> 32 <p>Welcome to Prosa (the 'Application'). The Application courses (the 'Services'). 33 </p> 34 </li> 35 <li> 36 <p>The Application is operated by Prosa Learning Pty Ltd (ACN 655 497 224). Access to and use of the 37 Application, or any of its associated Products or Services, is provided by Prosa Learning. 38 Please read these terms and conditions (the 'Terms') carefully. By using, browsing 39 and/or reading the Application, this signifies that you have read, understood and agree to be 40 bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, 41 or any of its Services, immediately.</p> 42 </li> 43 <li> 44 <p>Prosa Learning reserves the right to review and change any of the Terms by updating this page at 45 its sole discretion. When Prosa Learning updates the Terms, it will use reasonable endeavours to 46 provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect 47 from the date of their publication. Before you continue, we recommend you keep a copy of the 48 Terms for your records.</p> 49 </li> 50 </ol> 51 </li> 52 <li> 53 <p>Acceptance of the Terms</p> 54 <p>You accept the Terms by using or browsing the Application. You may also accept the Terms by clicking to 55 accept or agree to the Terms where this option is made available to you by Prosa Learning in the user 56 interface.</p> 57 </li> 58 <li> 59 <p>Subscription to use the Services</p> 60 <ol> 61 <li> 62 <p>In order to access the Services, you must first purchase a subscription through the Application 63 (the 'Subscription') and pay the applicable fee for the selected Subscription (the 64 'Subscription Fee').</p> 65 </li> 66 <li> 67 <p>In purchasing the Subscription, you acknowledge and agree that it is your responsibility to 68 ensure that the Subscription you elect to purchase is suitable for your use.</p> 69 </li> 70 <li> 71 <p>Once you have purchased the Subscription, you will then be required to register for an account 72 through the Application before you can access the Services (the 'Account').</p> 73 </li> 74 <li> 75 <p>As part of the registration process, or as part of your continued use of the Services, you may be 76 required to provide personal information about yourself (such as identification or contact 77 details), including:</p> 78 <ol> 79 <li> 80 <p>Email address</p> 81 </li> 82 <li> 83 <p>Telephone number</p> 84 </li> 85 <li> 86 <p>Name</p> 87 </li> 88 </ol> 89 </li> 90 <li> 91 <p>You warrant that any information you give to Prosa Learning in the course of completing the 92 registration process will always be accurate, correct and up to date.</p> 93 </li> 94 <li> 95 <p>Once you have completed the registration process, you will be a registered member of the 96 Application ('Member') and agree to be bound by the Terms. As a Member you will be 97 granted immediate access to the Services from the time you have completed the registration 98 process until the subscription period expires (the 'Subscription Period').</p> 99 </li> 100 <li> 101 <p>You may not use the Services and may not accept the Terms if:</p> 102 <ol> 103 <li> 104 <p>you are not of legal age to form a binding contract with Prosa Learning; or</p> 105 </li> 106 <li> 107 <p>you are a person barred from receiving the Services under the laws of Australia or other 108 countries including the country in which you are resident or from which you use the 109 Services.</p> 110 </li> 111 </ol> 112 </li> 113 </ol> 114 </li> 115 <li> 116 <p>Your obligations as a Member</p> 117 <ol> 118 <li> 119 <p>As a Member, you agree to comply with the following:</p> 120 <ol> 121 <li> 122 <p>the Terms; and</p> 123 </li> 124 <li> 125 <p>any applicable law, regulation or generally accepted practices or guidelines in the 126 relevant jurisdictions;</p> 127 </li> 128 </ol> 129 </li> 130 <li> 131 <p>you will use the Services only for purposes that are permitted by:</p> 132 </li> 133 <li> 134 <p>you have the sole responsibility for protecting the confidentiality of your password and/
134or email 135 address. Use of your password by any other person may result in the immediate cancellation of 136 the Services;</p> 137 </li> 138 <li> 139 <p>any use of your registration information by any other person, or third parties, is strictly 140 prohibited. You agree to immediately notify Prosa Learning of any unauthorised use of your 141 password or email address or any breach of security of which you have become aware;</p> 142 </li> 143 <li> 144 <p>access and use of the Application is limited, non-transferable and allows for the sole use of the 145 Application by you for the purposes of Prosa Learning providing the Services;</p> 146 </li> 147 <li> 148 <p>you will not use the Services or the Application in connection with any commercial endeavours 149 except those that are specifically endorsed or approved by the management of Prosa Learning;</p> 150 </li> 151 <li> 152 <p>you will not use the Services or Application for any illegal and/or unauthorised use which 153 includes collecting email addresses of Members by electronic or other means for the purpose of 154 sending unsolicited email or unauthorised framing of or linking to the Application;</p> 155 </li> 156 <li> 157 <p>you agree that commercial advertisements, affiliate links, and other forms of solicitation may be 158 removed from the Application without notice and may result in termination of the Services. 159 Appropriate legal action will be taken by Prosa Learning for any illegal or unauthorised use of 160 the Application; and</p> 161 </li> 162 <li> 163 <p>you acknowledge and agree that any automated use of the Application or its Services is 164 prohibited.</p> 165 </li> 166 </ol> 167 </li> 168 <li> 169 <p>Payment</p> 170 <ol> 171 <li> 172 <p>Where the option is given to you, you may make payment of the Subscription Fee by way of:</p> 173 <ol> 174 <li>Credit Card Payment ('Credit Card')</li> 175 </ol> 176 </li> 177 <li> 178 <p>All payments made in the course of your use of the Services are made using Apple Pay, Google Pay 179 and/or Stripe. In using the Application, the Services or when making any payment in relation to 180 your use of the Services, you warrant that you have read, understood and agree to be bound by 181 the Apple Pay, Google Pay and/or Stripe terms and conditions which are available on their 182 Application.</p> 183 </li> 184 <li> 185 <p>You acknowledge and agree that where a request for the payment of the Subscription Fee is 186 returned or denied, for whatever reason, by your financial institution or is unpaid by you for 187 any other reason, then you are liable for any costs, including banking fees and charges, 188 associated with the Subscription Fee.</p> 189 </li> 190 <li> 191 <p>You agree and acknowledge that Prosa Learning can vary the Subscription Fee at any time and that 192 the varied Subscription Fee will come into effect following the conclusion of the existing 193 Subscription Period.</p> 194 </li> 195 </ol> 196 </li> 197 <li> 198 <p>Refund Policy</p> 199 <p>Prosa Learning will only provide you with a refund of the Subscription Fee in the event they are unable 200 to continue to provide the Services or if the manager of Prosa Learning makes a decision, at its 201 absolute discretion, that it is reasonable to do so under the circumstances . Where this occurs, the 202 refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the 203 'Refund').</p> 204 </li> 205 <li> 206 <p>Copyright and Intellectual Property</p> 207 <ol> 208 <li> 209 <p>The Application, the Services and all of the related products of Prosa Learning are subject to 210 copyright. The material on the Application is protected by copyright under the laws of Australia 211 and through international treaties. Unless otherwise indicated, all rights (including copyright) 212 in the Services and compilation of the Application (including but not limited to text, graphics, 213 logos, button icons, video images, audio clips, Application, code, scripts, design elements and 214 interactive features) or the Services are owned or c
214ontrolled for these purposes, and are 215 reserved by Prosa Learning or its contributors.</p> 216 </li> 217 <li> 218 <p>All trademarks, service marks and trade names are owned, registered and/or licensed by Prosa 219 Learning, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst 220 you are a Member to:</p> 221 <ol> 222 <li> 223 <p>use the Application pursuant to the Terms;</p> 224 </li> 225 <li> 226 <p>copy and store the Application and the material contained in the Application in your 227 device's cache memory; and</p> 228 </li> 229 <li> 230 <p>print pages from the Application for your own personal and non-commercial use. Prosa 231 Learning does not grant you any other rights whatsoever in relation to the Application 232 or the Services. All other rights are expressly reserved by Prosa Learning.</p> 233 </li> 234 </ol> 235 </li> 236 <li> 237 <p>Prosa Learning retains all rights, title and interest in and to the Application and all related 238 Services. Nothing you do on or in relation to the Application will transfer any:</p> 239 <ol> 240 <li> 241 <p>business name, trading name, domain name, trade mark, industrial design, patent, 242 registered design or copyright, or</p> 243 </li> 244 <li> 245 <p>a right to use or exploit a business name, trading name, domain name, trade mark or 246 industrial design, or</p> 247 </li> 248 <li> 249 <p>a thing, system or process that is the subject of a patent, registered design or 250 copyright (or an adaptation or modification of such a thing, system or process), to you. 251 </p> 252 </li> 253 </ol> 254 </li> 255 <li> 256 <p>You may not, without the prior written permission of Prosa Learning and the permission of any 257 other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, 258 distribute, show or play in public, adapt or change in any way the Services or third party 259 Services for any purpose, unless otherwise provided by these Terms. This prohibition does not 260 extend to materials on the Application, which are freely available for re-use or are in the 261 public domain.</p> 262 </li> 263 </ol> 264 </li> 265 <li> 266 <p>Privacy</p> 267 <p>Prosa Learning takes your privacy seriously and any information provided through your use of the 268 Application and/or Services are subject to Prosa Learning's Privacy Policy, which is available on 269 the Application and at <a href="https://www.prosa.app/privacy">https://www.prosa.app/privacy</a>.</p> 270 </li> 271 <li> 272 <p>General Disclaimer</p> 273 <ol> 274 <li> 275 <p>Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions 276 implied or imposed by law, including the Australian Consumer Law (or any liability under them) 277 which by law may not be limited or excluded.</p> 278 </li> 279 <li> 280 <p>Subject to this clause, and to the extent permitted by law:</p> 281 <ol> 282 <li> 283 <p>all terms, guarantees, warranties, representations or conditions which are not expressly 284 stated in the Terms are excluded; and</p> 285 </li> 286 <li> 287 <p>Prosa Learning will not be liable for any special, indirect or consequential loss or 288 damage (unless such loss or damage is reasonably foreseeable resulting from our failure 289 to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to 290 goodwill arising out of or in connection with the Services or these Terms (including as 291 a result of not being able to use the Services or the late supply of the Services), 292 whether at common law, under contract, tort (including negligence), in equity, pursuant 293 to statute or otherwise.</p> 294 </li> 295 </ol> 296 </li> 297 <li> 298 <p>Use of the Application and the Services is at your own risk. Everything on the Application and 299 the Services is provided to you "as is" and "as available" without warranty 300 or condition of any kind. None of the affiliates, directors, officers, employees, agents, 301 contributors and licensors of Prosa Learning make any express or implied representation or 302 warranty about the Services or any products or Services (including the products or Services of 303 Prosa Learning) referred to on the Application. This includes (but is not restricted to) loss or 304 damage you might suffer as a result of any of the following:</p> 305 <ol> 306 <li> 307 <p>
307failure of performance, error, omission, interruption, deletion, defect, failure to 308 correct defects, delay in operation or transmission, computer virus or other harmful 309 component, loss of data, communication line failure, unlawful third party conduct, or 310 theft, destruction, alteration or unauthorised access to records;</p> 311 </li> 312 <li> 313 <p>the accuracy, suitability or currency of any information on the Application, the 314 Services, or any of its Services related products (including third party material and 315 advertisements on the Application);</p> 316 </li> 317 <li> 318 <p>costs incurred as a result of you using the Application, the Services or any of the 319 products of Prosa Learning; and</p> 320 </li> 321 <li> 322 <p>the Services or operation in respect to links which are provided for your convenience. 323 </p> 324 </li> 325 </ol> 326 </li> 327 </ol> 328 </li> 329 <li> 330 <p>Competitors</p> 331 <p>If you are in the business of providing similar Services for the purpose of providing them to users for a 332 commercial gain, whether business users or domestic users, then you are a competitor of Prosa Learning. 333 Competitors are not permitted to use or access any information or content on our Application. If you 334 breach this provision, Prosa Learning will hold you fully responsible for any loss that we may sustain 335 and hold you accountable for all profits that you might make from such a breach.</p> 336 </li> 337 <li> 338 <p>Limitation of liability</p> 339 <ol> 340 <li> 341 <p>Prosa Learning's total liability arising out of or in connection with the Services or these 342 Terms, however arising, including under contract, tort (including negligence), in equity, under 343 statute or otherwise, will not exceed the resupply of the Services to you.</p> 344 </li> 345 <li> 346 <p>You expressly understand and agree that Prosa Learning, its affiliates, employees, agents, 347 contributors and licensors shall not be liable to you for any direct, indirect, incidental, 348 special consequential or exemplary damages which may be incurred by you, however caused and 349 under any theory of liability. This shall include, but is not limited to, any loss of profit 350 (whether incurred directly or indirectly), any loss of goodwill or business reputation and any 351 other intangible loss.</p> 352 </li> 353 </ol> 354 </li> 355 <li> 356 <p>Termination of Contract</p> 357 <ol> 358 <li> 359 <p>The Terms will continue to apply until terminated by either you or by Prosa Learning as set out 360 below.</p> 361 </li> 362 <li> 363 <p>If you want to terminate the Terms, you may do so by:</p> 364 </li> 365 <li> 366 <p>not renewing the Subscription prior to the end of the Subscription Period;</p> 367 <ol> 368 <li> 369 <p>providing Prosa Learning with 2 days' notice of your intention to terminate; and</p> 370 </li> 371 <li> 372 <p>closing your accounts for all of the services which you use, where Prosa Learning has 373 made this option available to you. Your notice should be sent, in writing, to Prosa 374 Learning via the 'Contact Us' link on our homepage.</p> 375 </li> 376 </ol> 377 </li> 378 <li> 379 <p>Prosa Learning may at any time, terminate the Terms with you if:</p> 380 <ol> 381 <li> 382 <p>you do not renew the Subscription at the end of the Subscription Period;</p> 383 </li> 384 <li> 385 <p>you have breached any provision of the Terms or intend to breach any provision;</p> 386 </li> 387 <li> 388 <p>Prosa Learning is required to do so by law;</p> 389 </li> 390 <li> 391 <p>the provision of the Services to you by Prosa Learning is, in the opinion of Prosa 392 Learning, no longer commercially viable.</p> 393 </li> 394 </ol> 395 </li> 396 <li> 397 <p>Subject to local applicable laws, Prosa Learning reserves the right to discontinue or cancel your 398 membership at any time and may suspend or deny, in its sole discretion, your access to all or 399 any portion of the Application or the Services without notice if you breach any provision of the 400 Terms or any applicable law or if your conduct impacts Prosa Learning's name or reputation 401 or violates the rights of those of another party.</p> 402 </li> 403 </ol> 404 </li> 405 <li> 406 <p>Indemnity</p> 407 <ol> 408 <li> 409 <p>You agree to indemnify Prosa Learning, its affiliates, employees, agents, contributors, third 410 party content providers and licensors from and against:</p> 411 <ol> 412 <li> 413 <p>all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage 414 (including legal fees on a full indemnity basis) incurred, suffered or arising out of or 415 in connection with Your Content;</p> 416 </li> 417 <li> 418 <p>any direct or indirect consequences of you accessing, using or transacting on the 419 Application or attempts to do so; and/or</p> 420 </li> 421 <li> 422 <p>any breach of the Terms.</p> 423 </li> 424 </ol> 425 </li> 426 </ol> 427 </li> 428 <li> 429 <p>Dispute Resolution</p> 430 <ol> 431 <li> 432 <p>Compulsory:</p> 433 <p>If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or 434 Court proceedings in relation to the dispute, unless the following clauses have been complied 435 with (except where urgent interlocutory relief is sought).</p> 436 </li> 437 <li> 438 <p>Notice:</p> 439 <p>A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give 440 written notice to the other party detailing the nature of the dispute, the desired outcome and 441 the action required to settle the Dispute.</p> 442 </li> 443 <li> 444 <p>Resolution:</p> 445 <p>On receipt of that notice ('Notice') by that other party, the parties to the Terms 446 ('Parties') must:</p> 447 <ol> 448 <li> 449 <p>Within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously 450 by negotiation or such other means upon
450which they may mutually agree;</p> 451 </li> 452 <li> 453 <p>If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not 454 been resolved, the Parties must either agree upon selection of a mediator or request 455 that an appropriate mediator be appointed by the President of the Australian Mediation 456 Association or his or her nominee;</p> 457 </li> 458 <li> 459 <p>The Parties are equally liable for the fees and reasonable expenses of a mediator and the 460 cost of the venue of the mediation and without limiting the foregoing undertake to pay 461 any amounts requested by the mediator as a pre-condition to the mediation commencing. 462 The Parties must each pay their own costs associated with the mediation;</p> 463 </li> 464 <li> 465 <p>The mediation will be held in Sydney, Australia.</p> 466 </li> 467 </ol> 468 </li> 469 <li> 470 <p>Confidential</p> 471 <p>All communications concerning negotiations made by the Parties arising out of and in connection 472 with this dispute resolution clause are confidential and to the extent possible, must be treated 473 as "without prejudice" negotiations for the purpose of applicable laws of evidence. 474 </p> 475 </li> 476 <li> 477 <p>Termination of Mediation:</p> 478 <p>If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not 479 been resolved, either Party may ask the mediator to terminate the mediation and the mediator 480 must do so.</p> 481 </li> 482 </ol> 483 </li> 484 <li> 485 <p>Venue and Jurisdiction</p> 486 <p>The Services offered by Prosa Learning is intended to be viewed by residents of Australia. In the event 487 of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for 488 resolving any dispute shall be in the courts of New South Wales, Australia.</p> 489 </li> 490 <li> 491 <p>Governing Law</p> 492 <p>The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or 493 claim of whatever nature arising out of or in any way relating to the Terms and the rights created 494 hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South 495 Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The 496 validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the 497 parties hereto and their successors and assigns.</p> 498 </li> 499 <li> 500 <p>Independent Legal Advice</p> 501 <p>Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both 502 parties having taken the opportunity to obtain independent legal advice and declare the Terms are not 503 against public policy on the grounds of inequality or bargaining power or general grounds of restraint 504 of trade.</p> 505 </li> 506 <li> 507 <p>Severance</p> 508 <p>If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, 509 that part shall be severed and the rest of the Terms shall remain in force.</p> 510 </li> 511 </ol> 512</body> 513 514</html>
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