www.ct.com.au and Associated Websites Terms of Use

Use of CT’s Proprietary Materials

Except for third-party trademarks or branding, CT owns or licences all of the content on all Websites, including designs, compilation, the feel of the Websites, the source code, video, text, software, photos, graphics, images, music, and sound, as well as all copyrighted materials, trademarks, proprietary information (collectively, “Proprietary Materials”). You will not copy, modify, distribute, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. You have a non-exclusive, limited, revocable, non-perpetual licence to access Proprietary Materials on the Website. If your written agreement with CT grants you a licence to download specified Proprietary Materials (collectively, the “Authorised Downloadable Materials”), your use of the Authorised Downloadable Materials is subject to the End User License Agreement detailed below.

End-User License Agreement

CT grants you a limited, non-exclusive, revocable license to use and install the Authorised Downloadable Materials subject to all the terms and conditions set forth in the Terms. This license governs any software upgrades or additional features provided by CT that would replace or supplement the original installed version of the Authorised Downloadable Materials unless those other upgrades or features are covered under a separate license, in which case those terms govern.

Reservation of Rights

CT reserves all intellectual property rights in the Authorised Downloadable Materials other than as expressly granted under the applicable license granted to you under these Terms. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, recompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means for any purpose, is permitted without our prior written permission.

Third-Party Marks

The trademarks, service marks and logos used on a Website are their respective owners' trademarks, service marks or logos. CT is using these third-party trademarks, service marks or logos with the trademark owner's permission or for identification purposes only.

Violation of Copyright or Intellectual Property Laws

We respect the intellectual property of others, and we ask you to do the same. In appropriate circumstances and at our sole discretion, we may remove or restrict access to any materials on the Website that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly.

DOs (User Obligations)

DON’Ts (Prohibited Conduct)

Restricted Use of Website

We reserve the right to monitor the use of the Website and to suspend, revoke, deny, disable, or terminate your access or the access of any of your users if you or they violate any provisions of these Terms (including, but not limited to the DOs and DON’Ts above) or if your or their usage behaviour exceeds reasonable limits, as determined in our sole discretion.

Your Representations and Warranties

You represent and warrant that you are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Website, including, without limitation, maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.

Authority

You and CT each represent, warrant, and covenant that it has the full power and authority to (i) enter into an agreement subject to these Terms; (ii) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or be contrary to any other agreement; (iii) and that by so doing, it does not violate any applicable laws or any contractual relationship.

Availability of Website

You recognise that the traffic of data through the Internet may cause delays during your use of or access to the Website. CT is not liable for any delays that you experience in accessing a Website. A Website may not be available on a continual basis and may be unavailable due to upgrades, modifications, or standard maintenance of the Website, or any other delays outside of our control.

Non-CT Products

If you install or enable Non-CT Products for use with Website, you acknowledge that providers of those Non-CT Products may have access to User Content in connection with the interoperation of the Website. CT will not be responsible for any use, disclosure, modification, or deletion of User Content while accessed or transmitted through such Non-CT Products.

Indemnification

You agree to defend, indemnify and hold harmless CT, its directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (hereinafter, “Claims ”) arising out of or relating to : (i) your violation of these Terms; (ii) any information you post to the Website; (iii) any use by you of the Website’s material, content, services, or products other than as expressly authorised in these Terms; or (iv) your use of any information obtained from the Website.

Indemnification Procedure

You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.

No warranty

Except for those warranties outlined herein, the Website is provided on an “as is” and “as available” basis, without warranty of any kind, whether expressed or implied. neither CT nor any person or entity associated with CT makes any promise, warranty, or representation concerning the completeness, security, reliability, quality, accuracy or availability of the Website. Without limiting the preceding, neither CT nor any person or entity associated with CT promises represents or warrants that the Website or content obtained through the Website or any portion thereof will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the Website or the server that makes them available are free of viruses or other harmful components, or that the site or its content or materials will otherwise meet your needs or expectations. CT at this moment disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose.

Limitation on liability

In no event will CT, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable to you, any of your users, or any third party with respect to the Website or the subject matter of these terms under any contract, negligence, tort, strict liability, or other legal or equitable theory, even if foreseeable, for: (i) any amount in the aggregate in excess of the greater of the amount you have paid to CT for the Website in the three (3) months immediately prior to liability arising; (ii) for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, including without limitation loss of revenue, loss of profits, loss of business, loss of anticipated savings, loss of use, or loss of goodwill; (iii) user content or data loss or cost of procurement of substitute goods or services; (iv) for any matter beyond our reasonable control; or (v) for any actions of, or services provided by, third-party service providers or independent contractors (including mentors) providing services on behalf of CT or via the Website.

The preceding does not affect any liability which cannot be excluded or limited under applicable law.

Changes to these Terms

We reserve the right to change or modify these Terms, our Privacy Policy, or any terms they incorporate by reference in our sole discretion and at any time. Any such change or modification will be effective immediately upon posting to the Website. We will take reasonable steps to notify you of any changes or modifications, but you agree to review the Website periodically to be aware of any changes or modifications. Notwithstanding anything to the contrary, your continued use of the Website and any other CT-provided services will be deemed your conclusive acceptance of all such changed or modified terms and conditions.

Changes to the Website

CT may at any time, without notice or liability, change or eliminate any content or feature of the Website or any portion thereof or restrict the use of any part of the Website. Your only right concerning any dissatisfaction with any service-related change or elimination is to cease use of the Website. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any reason.

Non-Waiver

Failure by CT to enforce any provision(s) of these Terms will not be construed as a waiver of any provision or right.

Severability

If any provision of these Terms is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

Governing Law and Jurisdiction

These Terms, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to these Terms, or the negotiation, execution, or performance under these Terms (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with these Terms or as an inducement to agree to these Terms), are governed by and will be construed and enforced following the laws of the State of Victoria, Australia, including its statute of limitations, without reference to any conflicts of law principles that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. Any action or other judicial proceeding for the enforcement of these Terms or any of its provisions shall be instituted only in the courts of the State of Victoria, Australia

Your Marks

You agree that we may identify you as a customer of CT on CT’s websites and in other marketing materials. CT may display your trademarks, service marks, and logos in CT marketing materials or on our Website to identify you as a customer. The foregoing shall be deemed a worldwide, non-exclusive, and irrevocable license to use your name, trademarks, service marks, and logos for this purpose during the Term. You also agree to be referenced in press releases and case studies prepared by CT. You may revoke such license and consent at will.

Dispute Resolution

Should any dispute arise about these Terms, the parties agree to first work in good faith to resolve such dispute. Neither party may commence any action about such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms.

Notice

Any notice which may be required to be given under these Terms, will be given: (i) by CT to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Website; (ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address provided to you at the time of using the Website and as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.

Equitable Relief

You acknowledge that a breach of these Terms may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive. We may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

Assignment

We may freely transfer or assign any portion of our rights or delegate obligations under these Terms. You may not assign or otherwise transfer your rights, obligations, or duties under these Terms, in whole or in part, without our prior written consent, in our sole discretion. Any attempted transfer or assignment of these Terms without the prior written consent of CT will be null and void ab initio. Notwithstanding the foregoing, these Terms will be binding upon and will inure to the benefit of each party's permitted successors and assigns to these Terms. For the avoidance of doubt, in the event you assign these Terms in violation of the foregoing, such assignee shall be responsible for compliance with these Terms, including but not limited to payment of any outstanding fees.