The website accessible at www.awakeacademy.com.au and its related Courses, Course Content, services, products, websites, tools and applications (“Website”) is owned and operated by Awake Academy Pty Ltd ACN 642 295 289 (“Awake Academy“).
1. Definitions & Interpretation
In these Terms unless inconsistent with the context or subject matter:
a. “Account” means a User’s online account to use our Services;
b. “Applicable Laws” means any applicable laws (including orders, by-laws and regulations) in the jurisdiction in which you and any User you are interacting with are located or which in any way govern or affect an Ad or your use of the Services;
c. “Confidential Information” of a party means all information (in any form):
i. relating to or arising from the Services;
ii. Course Content;
iii. that concerns our business operations and which any reasonable person would consider to be of a confidential nature (such as trade secrets, methods, strategies, client lists, pricing, and other business processes); and
iv. including the Intellectual Property;
but does not include information that:
iv. is or becomes independently developed or known by you through no breach of these Terms by you; or
v. becomes publicly available without breach of these Terms;
d. “Course” means the courses we supply as described on the Website;
e. “Course Content” means all materials made available to you in connection with any Course, including any workbooks, including all Intellectual Property Rights subsisting in such materials;
f. “Intellectual Property” means Intellectual Property Rights, including patents, copyright, trademarks, any right to have Confidential Information kept confidential and any application or right to apply for registration of any of these rights, and includes the following:
i. the Course Content;
ii. the Website; and
iii. any other material relating to the Services or otherwise provided by Awake Academy to you;
g. “Intellectual Property Rights” means all present and future rights conferred by law in or in relation to copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions and confidential information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.
These rights include without limitation:
i. all rights in all applications to register those rights;
ii. all renewals and extensions of those rights; and
iii. all rights in the nature of those rights, such as moral rights;
h. “Loss” means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence);
i. “our”, “us” and “we” means Awake Academy;
j. “Services” means any services we provide to you, including the Website, and the supply of Courses;
k. “User” means any person who uses the Website; and
l. “you” and “your” means a User.
In these Terms, unless inconsistent with the context or subject matter:
a. a reference to a person includes any other legal entity and vice versa;
b. words importing the singular number include the plural number and vice versa;
c. a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
d. headings are for reference purposes only;
e. where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
f. references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail;
g. unless otherwise stated, a reference to a monetary amount is a reference to an Australian dollar currency amount; and
h. an obligation of two or more parties binds them jointly and each of them severally.
2. Using the Website
2.1 This Website is an informative website where you can browse, select and undertake Courses and explore mindfulness, health and wellbeing related content.
2.2 Our Services are available only to, and may only be used by, persons who can form legally binding contracts under Applicable Laws. If you do not qualify, please do not use our Services.
3. Your Account
3.1 To access and use the Website, you may need to register with us and set up an Account with your email address and a password. You are solely responsible for maintaining the confidentiality of your password and you are liable for all activities that happen under your Account, even if you do not authorise such activities.
4. Placing an order for a Course
4.1 You may place an order for a Course by submitting your order through the Website in accordance with these Terms.
4.2 The purchase price for a Course is displayed on the Website at the time you place your order. We reserve the right to change the prices any time before we accept an order.
4.3 Any order placed through this site for a Course is an offer by you to purchase a licence to access the particular Course on the terms set out in clause 5, for the price at the time you place an order. Any order placed by you is subject to any limitations shown on the Website.
4.4 We reserve the right to accept or reject your order for any reason and at any time, including without limitation if the requested Course is not available, if there is a pricing error or if there is an issue with the Website.
4.5 You must make payment for the Course via a method accepted by us. We will charge you and you agree to pay the purchase price and any other fees shown to you on the Website for the Course at the time you place your order, except where otherwise specified.
4.6 You authorise us, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud.
4.7 Our payment provider may charge you a fee depending on the payment method used by you (for example, payments made by credit card). You agree to pay such payment fees us at the same time as paying our fees, even if such fees are not explicitly disclosed on the Website.
4.8 Please note that we may impose or deduct foreign currency processing costs on or from any payments made in currencies other than Australian dollars.
4.9 To the extent permitted by law any amount paid to us is non-refundable under any circumstances.
4.10 Unless otherwise stated, all fees are inclusive of GST.
4.11 To the extent permitted by law, you may not cancel any order placed by you for a Course and all amounts paid to us are non-refundable.
5. Access to Course Content
5.1 When you purchase a Course from us you are getting from us a licence to access the Course Content in the manner specified by us. You acknowledge that as part of a Course, you will gain access to Course Content. Such access is granted in accordance with the terms of these Terms.
5.2 Subject to you fulfilling your obligations under these Terms, Awake Academy grants you a personal, non-exclusive, non-assignable, non-sublicensable nor transferable licence to access and use the Course Content, solely for the purpose of obtaining the benefit of a Course for its intended purpose. This licence will continue until we cease to provide the Website or Course.
5.3 We reserve the right to change the content and pricing of Courses at our discretion without notice. We are not obliged to update the Course at any time, or give you access to any updated Course or Course Content.
5.4 You must not without the prior written consent of Awake Academy:
a. sub-licence, assign or novate the benefit or burden of the licence granted hereunder in whole or part; or
b. resell, copy, reproduce, distribute, adapt, alter, modify, translate, publish, share, create derivate works, or publicly display any of the Course Content or Intellectual Property anywhere in the world, without the prior written consent of Awake Academy (including by sharing your Account details so that others may get access to the Course Content).
6. Intellectual Property Rights
6.1 The Intellectual Property is owned by Awake Academy and is subject to copyright.
6.2 You agree that Awake Academy owns all rights, title and interest (including Intellectual Property Rights) which subsist in or which may be obtained from the Intellectual Property and you undertake not to:
a. take or permit or omit any action which would or might:
i. invalidate or put in dispute our title to the Intellectual Property or any part of it;
ii. oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
iii. support any application to remove or undo our title in the Intellectual Property or any part of it; or
iv. assist any other person directly or indirectly in any of the above;
b. use the Intellectual Property in any way which would breach these Terms;
c. use the Intellectual Property for any commercial use; or
d. remove any copyright or other restrictive documentations from the Intellectual Property.
7. General Disclaimer
7.1 You acknowledge and agree that the use of the Services is at your own risk.
7.2 The Services are intended for general education and information purposes only. Nothing on the Website or the Course Content purports to offer business, legal, medical or other professional advice. You should use caution and always seek professional advice before acting on any information that Awake Academy provides.
7.3 Nothing on the Website, the Course Content or the Services is a promise or guarantee of results. Any information given (including case studies) is purely based on experience and is for illustrative purposes only.
7.4 You acknowledge and agree that Awake Academy, its directors, principals, employees and representatives are not responsible for decisions that you may make based on the Course Content.
7.5 You acknowledge and agree that whilst every effort is taken to ensure the Course Content and the Website is accurate, Awake Academy makes no representations and gives no guarantees or warranties about the currency, suitability, reliability, availability, timeliness and/or accuracy of the Course Content and the Website for any purpose.
7.6 The Course Content contained on the Website and in any linked or referred to materials or websites is not and should not be construed as medical or health advice. The Course Content is provided as a convenience to you and is to be taken as general information only.
7.7 This Website is not intended to establish a doctor/psychologist/psychiatrist-patient relationship between us and you, nor is it intended to replace the services of a health care professional. The Website is not a clinical tool and should not be relied on as a substitute for any professional medical or health advice, diagnosis or treatment. We cannot and will not, assume the role of your doctor, psychologist, psychiatrist or other health professional.
7.8 If you think you may be suffering from any medical condition, you should seek immediate medical attention from an appropriately qualified medical practitioner.
7.9 You should not rely on any information contained in the Website (including Course Content) in making medical, health-related or any other decisions of any kind.
7.10 You should always speak with your doctor or other healthcare professional before adopting any treatment for a health problem or before using any of our Courses or relying on any information on the Website.
7.11 You acknowledge that you are solely responsible for following, or not following, or making an assessment of any advice and/or using any Courses that we provide or recommend via the Website and that Awake Academy is not responsible for any Loss that you may suffer as a result of use of the Website, or Services.
7.12 This disclaimer applies to the fullest extent permitted by law and shall survive any termination or expiration of these Terms or your use of this Website.
8. Limitation of liability
8.1 Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in these Terms to the maximum extent permitted by law.
8.2 Subject to the other terms of this clause, our maximum aggregate liability to you for any Loss or damage or injury arising out of or in connection with these Terms, including any breach by us of these Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the actual amounts paid by you to us under these Terms in the one-month period preceding the matter or event giving rise to the claim.
8.3 Nothing in these Terms is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of services, to the extent that the Australian Consumer Law applies to the Services.
8.4 If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, our total liability to you for that failure is limited to, at our option the resupply of the Services or the cost of resupply.
8.5 The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise.
8.6 Without limitation to the other terms of this clause, we exclude any liability to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms.
8.7 Notwithstanding anything else in this clause, our liability will be reduced to the extent the loss or damage is caused by or contributed to by you.
8.8 Where you are or may be entitled to recover from a third party any sum in respect of any matter or event that could give rise to a claim under these Terms, you must:
a. use your best endeavours to recover that sum before making the claim;
b. keep us at all times fully and promptly informed of the conduct of such recovery; and
c. reduce the amount of the claim to the extent that sums are recovered.
9.1 You agree to indemnify us against, and hold us harmless from, any Losses (including any direct, indirect, special or consequential Losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by us arising out of or in connection with:
a. your breach of these Terms or any policy or the terms and policies they incorporate by reference;
b. any claim made against us by a third party arising out of your use of the Services;
c. your violation of any law or the rights of a third party, or otherwise arising directly or indirectly from your use of our Services.
9.2 You must make payments under this clause:
a. in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by law; and
b. in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.
9.3. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity under this clause.
9.4 The indemnities in this clause:
a. are continuing obligations of yours, independent from your other obligations under these Terms and survive termination or expiry of these Terms; and
b. are absolute and unconditional and unaffected by anything which otherwise might have the effect of prejudicing, releasing, discharging or affecting your liability.
10. Confidential Information
10.1 Confidentiality obligations
a. Other than where:
i. use of the Confidential Information is required for the purpose of complying with a party’s obligations under these Terms;
ii. the Confidential Information is in the public domain, except as a consequence of a breach of this clause;
iii. expressly agreed by all parties in writing; or
iv. required by law;
you must at all times:
v. treat and keep the Confidential Information confidential;
vi. not use, or allow the use, of the Confidential Information by any third party; and
vii. not disclose or allow the disclosure, of the Confidential Information or the fact of the disclosure of the Confidential Information to any third party. This includes information, methods or material delivered as part of the Services, or any information concerning the nature of the Services.
b. Without limiting the generality of clause 10.1(a), you must:
i. only use the Confidential Information in accordance with the instructions provided by Awake Academy in writing;
ii. not reproduce or record or make any notes of any Confidential Information except as permitted;
iii. not develop any product or service (including a course) based on the Confidential Information;
iv. not allow or assist any other person to disclose, use, publish or release the Confidential Information;
v. put in place and maintain adequate security measures to protect the confidentiality of the Confidential Information being no less stringent than a reasonable person in your position would use with respect to its own confidential information including:
A. taking reasonable steps to keep the Confidential Information within your possession, power, custody and control;
B. taking reasonable steps to ensure the proper and secure storage of the Confidential Information; and
C. taking reasonable steps to protect the Confidential Information from unauthorised access, disclosure or use, or loss, damage or destruction;
vi. not copy, duplicate or adapt any or all of the Confidential Information or create other works from the Confidential Information without the prior written consent of Awake Academy; and
vii. not use or disclose to a third party any aspect of the Confidential Information for any purpose whatsoever.
c. Notifying Awake Academy
i. must immediately notify Awake Academy if you become aware of any breach or anticipated breach of the obligations in these Terms; and
ii. must immediately notify Awake Academy if you are lawfully obliged to disclose any Confidential Information to a third party and must comply with our lawful directions in relation to the disclosure.
11.1 We take all reasonable steps, however we do not guarantee the security of the Website, our records, or your information. We disclaim all liability for any computer virus or technological problems that are beyond our control.
11.2 Continuous accessibility to the Website and Course Content is dependent upon third party services and as a result, the Website may be inaccessible from time to time. We cannot guarantee continuous or secure access to our Website and to the extent permitted by law, we do not give any promises or warranties about the availability of our Services, or that the Services will be provided uninterrupted, delay-free or error-free.
12.1 Please be aware that any testimonials on the Site may not reflect the results that you may achieve. Results may vary and your experience may not be similar to the experience of the user testimonials.
13. Reviews and other Submissions
13.1 If you submit a review or other material to us, or if you tag us in any of your own material (including any social media post on your personal account) you grant us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate and create derivative works from, distribute and display such content through the world in any media.
13.2 You represent and warrant that you own or otherwise control all the rights to that material and that at the date of submissions:
a. the material is accurate; and
b. the material does not breach any Applicable Laws.
14. General terms
14.1 These Terms are governed by the laws of New South Wales, and the parties submit to the jurisdiction of the Courts of New South Wales and relevant federal/Commonwealth courts competent to hear appears from them.
14.2 If a clause of these Terms are void or unenforceable it must be read down to the extent necessary to give it legal effect or severed from if it cannot be read down and the remaining part and provisions shall remain in full force and effect.
14.3 You agree that these Terms and all incorporated agreements may be assigned by us in its sole discretion without notice. You may not assign these Terms without obtaining our prior written consent.
14.4 These Terms shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
14.5 Our failure to enforce a provision of these Terms or act with respect to a breach by you or others does not constitute a waiver of that provision or breach or a waiver of our right to act with respect to that breach or subsequent or similar breaches. The waiver of any such provision or breach will be effective only if in writing and signed by a duly authorized representative of Awake Academy.
14.6 You agree that these Terms may not be construed adversely against us solely because we prepared them.
14.7 These Terms and our policies comprise the entire understanding and agreement between you and us with respect to the subject matter hereof.
14.8 Nothing in these Terms or your use of the Website establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between Awake Academy and Users.
15. Contact Information
15.1 If you have any questions about these Terms, please contact us by using our contact details on the Website