WHOLEHEARTED STUDIO WEBSITE TERMS AND CONDITIONS
1.1 The site is published by Hayley Jenkin trading as Wholehearted Studio A.B.N 52938178589 (“WHOLEHEARTED”).
2. Acceptance of the Terms & Conditions
2.1 Please read these Terms & Conditions carefully before using the WHOLEHEARTED website as they form our agreement with you.
2.2 Use of the WHOLEHEARTED website implies acceptance without reserve of these Terms & Conditions
2.3 These Terms and Conditions are in addition to any other Agreement we may have with you.
3.1 You undertake:
a) not to use the WHOLEHEARTED website for illegal purposes or purposes that may damage the rights of WHOLEHEARTED or third parties, and in particular, not to use the site to distribute damaging or illegal information, or information that is distasteful, discriminatory or offensive towards WHOLEHEARTED or third-parties;
b) not to disrupt access to the WHOLEHEARTED. website, access WHOLEHEARTED computer systems, modify the site, use it to transmit computer viruses, hacking attacks, computer worms, etc, or commit misdemeanours likely to be qualified as computer crimes;
c) not to infringe any patent, trade mark, trade secret, copyright, database right or other intellectual property rights of WHOLEHEARTED or any other person or entity;
d) not to impersonate any person or entity, including, but not limited to, a WHOLEHEARTED official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e) to comply with these general conditions of use. If you do not comply with these obligations, WHOLEHEARTED reserves the right to immediately prohibit and block access to its website and to its network without damages.
4. Information on the Site
4.1 While WHOLEHEARTED has made every effort to ensure that the information contained in the WHOLEHEARTED website is correct at the time of going live, WHOLEHEARTED cannot be held responsible for any errors or omissions or any information which may be incomplete, inaccurate or may have become out of date.
5. Ownership of Intellectual Property
5.1 You agree that the Intellectual Property Rights in the WHOLEHEARTED website and all content are retained and reserved by WHOLEHEARTED or its sub-contractors or head-licensors as the case may be, collectively referred to as the “Intellectual Property Owners”. WHOLEHEARTED has the lawful right to deal with the Intellectual Property Rights and/or owns the Intellectual Property contained within the WHOLEHEARTED website unless stated otherwise.
5.2 The name WHOLEHEARTED and any other WHOLEHEARTED trademarks, logos or graphics displayed on the WHOLEHEARTED website are registered trademarks of WHOLEHEARTED or its affiliates. Other company and product or service names displayed on the WHOLEHEARTED website may be the trademarks of their respective owners.
5.3 You are not granted any Intellectual Property Rights not stated as granted in this Agreement. Accordingly you shall not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Intellectual Property or content of the WHOLEHEARTED website in whole or in part.
5.4 You irrevocably agree to protect and recognise, to the benefit of the Intellectual Property Owners, absolutely and without exception whatsoever, the Intellectual Property Owners Intellectual Property Rights, Intellectual Property and goodwill in relation thereto disclosed or conveyed to it.
5.5 You irrevocably agree absolutely and without any exception whatsoever that any and all Intellectual Property Rights, Intellectual Property and goodwill in relation thereto developed or arising as a consequence of this Agreement together with any improvements or modifications shall without exception, shall exclusively and immediately:
a) automatically become the legal and or equitable property; or
b) remain the legal and or equitable property; or
c) automatically be assigned as the legal and equitable property of the Intellectual Property Owners and should consideration be required then the parties agree that the consideration payable is hereby set at $1.00 (one dollar).
5.6 Without any limitation on the intention and effect of the rights of the Intellectual Property Owners under this Agreement and notwithstanding any other Clause in this Agreement, the Client irrevocably agrees to do all such things as may be requested by the Intellectual Property Owners to confirm or protect the Intellectual Property Owner’s title in the Intellectual Property Rights and Intellectual Property, including by:
a) assigning to the Intellectual Property Owners all the Client’s existing and future Intellectual Property Rights and Intellectual Property (whether during or after the termination of this Agreement) at the Client’s expense;
b) applying, executing any instrument and undertaking to do all things reasonably requested by the Intellectual Property Owners to vest the registration of title or other similar protection to the Intellectual Property Owners ; and
c) ensuring all Intellectual Property Rights and Intellectual Property become the absolute property of the Intellectual Property Owners
7. Any assignment of Intellectual Property Rights and Intellectual Property is:
a) The obligations imposed on the Client under this Clause survive the termination of this Agreement and shall continue.
a) without restriction as to use or territory;
b) in perpetuity; and
c) effective without any further payment, whether by way of royalty or otherwise, in consideration for the assignment to the Intellectual Property Owners.
6. Intellectual Property Definitions
6.1 For the Purposes of this Agreement the following definitions apply:
6.2 Intellectual Property Rights means any and all intellectual and industrial property right, title or interest (legal or equitable) throughout the world in connection with and including but not limited to:
a) any Confidential Information;
b) Copyright and in particular Copyright in the Image;
c) Inventions, discoveries (including patents and/or legal or equitable right to a patent);
d) trade marks, service marks;
e) business names;
f) domain names and websites;
g) designs; and
h) technical information and improvements thereon which relate to or forms all of or part of the business and the business activities, including and without limitation:
i. the business activities;
v. flow charts;
vii. drawings, outlines, notes,
viii. results, data
ix. software, all software on the WHOLEHEARTED’S server or derived from the WHOLEHEARTED’S Server
x. templates, audit templates
xi. risk management methodologies and tools
xii. partial or intermediate versions or prototypes of any Intellectual Property
xiii. and other proprietary information and know how in the Clients possession or control which relates to the WHOLEHEARTED’S business activities.
6.3 Intellectual Property means the intellectual and industrial property defined in and the subject of the Intellectual Property Rights defined herein.
7. Links to third parties websites
7.1 There are several places throughout WHOLEHEARTED that may link you to other websites that do not operate under WHOLEHEARTED information privacy practices. When you click through to these websites, WHOLEHEARTED information privacy practices no longer apply. We recommend that you examine the privacy statements for all third party websites to understand their procedures for collecting, using, and disclosing your information.
8. Disclaimer of Warranty
8.1 Your use of the WHOLEHEARTED website is at your sole risk. This website is provided on an "as is" and "as available" basis.
8.2 WHOLEHEARTED makes no warranty or representation that:
a) the site will meet your requirements,
b) it will be uninterrupted, timely, secure, or error-free,
c) the results that may be obtained from the use of WHOLEHEARTED will be accurate or reliable,
d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and
e) any errors will be corrected.
8.3 You will be solely responsible for any damage to your computer system or loss of data that results from the use of the site. No advice or information, whether oral or written, obtained by you from WHOLEHEARTED or through or from the WHOLEHEARTED website will create any warranty or other obligation not expressly stated in the relevant terms and conditions. Although reasonable precautions are taken to protect the security and integrity of internet and network access, WHOLEHEARTED cannot guarantee that use of an internet connection will be secure. Accordingly, you agree to use such services at your own discretion and risk and acknowledge that you are solely responsible for any damage to your computer system or loss of data that results.
8.4 To the fullest extent permitted by applicable law, WHOLEHEARTED expressly disclaims all warranties, conditions and other terms of any kind, whether express or implied, including, but not limited to any implied term of merchantability, satisfactory quality, fitness for a particular purpose, and any term as to the provision of services to a standard of reasonable care and skill or as to non-infringement of any intellectual property right.
9. Limitation of Liability
1. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations set out in this article may not apply. In particular, nothing in these Terms & Conditions will affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from the negligence or fraud of WHOLEHEARTED. You expressly acknowledge and agree that WHOLEHEARTED, its officers, directors, employees will not be liable for:
- any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if WHOLEHEARTED has been advised of the possibility of such damages), resulting from use of the WHOLEHEARTED website. You expressly acknowledge and agree that WHOLEHEARTED will not be liable for the use or the inability to use the WHOLEHEARTED website;
- the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the WHOLEHEARTED website;
- unauthorised access to or alteration of your transmissions or data;
- statements or conduct of any third party on the WHOLEHEARTED website.
10. Security of Financial Transactions
10.1 WHOLEHEARTED uses secure technology provided by third party providers in order to safeguard personal information and financial transactions. As these services are relied upon by third party providers you acknowledge that WHOLEHEARTED cannot be held liable for any loss or damage suffered by you or your agent.
11.1 Any failure by WHOLEHEARTED to exercise or enforce any right or provision of these Terms & Conditions will not constitute a waiver of such right or provision. If any provision of these Terms & Conditions is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms & Conditions remain in full force and effect. The section titles in the Terms & Conditions are for convenience only and have no legal or contractual effect.
12. Applicable Law & Competent Court
12.1 These Terms & Conditions shall be governed by and interpreted in accordance with the laws of the state of QUEENSLAND Australia.