CCS Cards VFE

PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU (HEREINAFTER “CUSTOMER”) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS, LIMITED WARRANTY, LIMITATION OF LIABILITY IN SECTION, AND SPECIFIC PROVISIONS AND EXCEPTIONS. CUSTOMER AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER. THIS AGREEMENT IS ENFORCEABLE AGAINST CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE.

This is an agreement between you (“you” or “User”) and CCS Corporation Pty Limited ("CCS Corporation" or "we") with respect to software application offered by CCS Corporation that is downloaded or otherwise installed following your acceptance of this Agreement (the “Application”).

This Agreement applies to the Application, which includes software, as well as any and all material provided with it; and any upgrades, modified versions, additions, and improvements, if any. It is your responsibility to read this Agreement carefully. By clicking the button “I accept“ after reading this Agreement you accept the terms and conditions of this Agreement. If you are not in agreement with the terms and conditions of this Agreement you must decline this Agreement by clicking on the “Cancel” button. Should you do so, you are not permitted to download, install, or otherwise use the Application.

This Agreement may be updated at any time by CCS CORPORATION without notice to you. Use of the Application after any such change constitutes your acceptance of such changes. Updates to the Application may be licensed to you by CCS CORPORATION with additional or different terms.

This is a license agreement and not an agreement of sale. CCS CORPORATION and its affiliates and/or business partners remain the sole owners of the Application.

1. Ownership and License

This Application is protected under copyright law and international copyright agreements and treaties as well as by other laws, regulations, and agreements pertaining to the protection of intellectual property rights as well as confidentiality and trade secrets. CCS CORPORATION (and/or its licensors) own all rights, title, and interest in and to the Application. The license granted herein grants you no right, title, or interest in any intellectual property owned or licensed by CCS CORPORATION, including (but not limited to) the Application and CCS CORPORATION’s trademarks, and creates no relationship between yourself and CCS CORPORATION's licensors, or between you and CCS CORPORATION other than that of CCS CORPORATION’s licensee. Upon acceptance of this Agreement CCS CORPORATION grants you a revocable, non-exclusive, non-sublicensable, and non-transferable license for the use of the Application, in particular:

• For installation and use on your personal computer in object code form for personal or professional use;
• To load the Application into the random access memory (RAM) of your computer or mobile device and operate the Application in conformity with this license;
• To install one copy of the Application on a permanent storage device (hard drive);
• To make one backup copy, provided your backup copy is not installed or used on any computer other than the computer on which the Application was initially installed pursuant to this Agreement; and
• To export and print the results and screen images from the Application for your personal and professional use.

You are NOT permitted:

• To modify, translate, reverse engineer, decompile, disassemble, or develop another product or otherwise prepare derivative works based upon the Application;
• To copy or duplicate the Application except as permitted under this Agreement, to publicly display the Application, or to distribute, sell, offer to sell, lease, rent, secure an interest in, or to otherwise transfer any rights to the Application;
• To remove or otherwise modify the copyright or other intellectual property notices or identifying marks, during the otherwise permitted duplication or printing of the results or screen images from the Application or otherwise.
• To incorporate the Application into any computer chip or the firmware of a computing device manufactured by you.
• To use the Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.

All rights not expressly granted to you are reserved by CCS CORPORATION.

2. Commencement and Termination of License.

2.1. This Agreement comes into force with the installation of the Application or any other use of the Application.

2.2. CCS CORPORATION reserves the right, at any time without notice, in its sole discretion, to cease support for the Application and to make the Application unavailable. In the event CCS CORPORATION does so, this Agreement and the license granted herewith is deemed immediately terminated.

2.3 The license is terminated effective immediately upon your violation of the terms of usage as outlined in this Agreement.

2.4 CCS CORPORATION may terminate all or any part of this Agreement and discontinue the availability and functionality of the Application or any aspect of it, and any customer support relating to the Application, at any time without notice to you.

2.5 You may terminate the Software License by discontinuing use of all or any of the CCS CORPORATION Software and by destroying all your copies of the applicable CCS CORPORATION Software.

3. No Warranties

The description and specifications of the Application are not warranties or guarantees of any particular characteristics or performance standards, and any such warranties or guarantees are expressly disclaimed.

4. Liability

4.1. NO WARRANTY. THE APPLICATION IS BEING DELIVERED TO YOU "AS IS" AND CCS CORPORATION MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. CCS CORPORATION DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OR WILL OBTAIN BY USING THE APPLICATION. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, CCS CORPORATION MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

4.2. ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CCS CORPORATION SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.

4.3. LIMITATION OF LIABILITY. IN NO EVENT WILL CCS CORPORATION BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, RESULTING FROM THE USE OF THE APPLICATION, EVEN IF A CCS CORPORATION REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. CCS CORPORATION’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE ORIGINAL APPLICATION, IF ANY.

5. Links

In the event the Application contains, creates, or references links to other pages on the Internet, in order to provide the user with easier access to relevant information or services, the following applies: if the linked pages are operated by third parties and CCS CORPORATION has no influence over the pages, their content, or the there-advertised or sold products or services. CCS CORPORATION has not reviewed these pages, and assumes no liability with respect to the linked pages.

6. Privacy

Your sign-in name and email address will be used in line with the obligatory registration for the purpose of authentication. Moreover, any data accumulated in your CCS VFE Account when using the Application, shall be stored for your future reference as required for the Application to function and for the further improvement of the Application. For the purposes of product development and improvement and usage statistics, CCS CORPORATION may access quantitative data about such things as the number of sessions created by your account or the number participants who have joined your sessions over time.

7. Your Representations and Indemnification

By accepting this Agreement, you represent to CCS CORPORATION:

• That you are at least 18 years old and have full authority to enter into this Agreement
• That you will not use the Application in any manner that violates any applicable law.
• You understand and agree that all rights to use the Application are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
• You agree to indemnify and hold CCS CORPORATION harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Application, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.

7.1 Custom Packs

Unless otherwise provided for in this User Agreement or in a separate agreement with a licensor, you retain any intellectual property rights you possess in your Content.

All intellectual property rights, title and interest in the VFE (including the software and systems, mobile apps, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to CCS Corporation, including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. Other than for the purposes of, and subject to the conditions prescribed under relevant intellectual property law throughout the world, and except as expressly authorized by this User Agreement, you may not in any form or by any means: use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Marketplace; or commercialize any information, services obtained from any part of the VFE without prior written permission. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from the website or mobile app and you will not remove, obscure, or alter CCS Corporation's copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by the website or the mobile app.

If you use any of our trademarks or other intellectual property in reference to our activities, products or services, you must include a statement attributing that trademark to us. You may not use any of our trademarks in whole or as part of your trademarks; in connection with activities, products or services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services.

7.2 Your Representations and Warranties

When you provide Pack Content to be uploaded to the VFE you represent and warrant all of the following:

• you own all applicable rights in the Pack Content including, but not limited to, intellectual property rights and publicity rights or, if you are not the owner, that you have permission from the owner to display, reproduce, distribute, make, and sell and otherwise use the Pack Content in connection with the VFE;
• the Pack Content will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trademark, patent or rights of privacy or publicity;
• your use of the VFE will comply with the law;
• the Pack Content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
• the Pack Content is not misleading or deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions, and the Pack Content does not promote products for uses and to consumers for which the products are not intended.

CCS Corporation reserves the right to review and, in its sole discretion, to refuse to upload or otherwise to request that you change your Pack Content, disable or terminate your account and to remove from the Pack Content or disable or limit access to any of your Pack Content, if we believe that you or your Pack Content breached or is likely to breach this User Agreement or an agreement with an applicable third party, violates the law, or any of our policies, or for any other reason.

You acknowledge and agree to your indemnity obligations with respect to any direct or indirect damage to CCS Corporation or third parties arising from your breach or alleged breach of this User Agreement or any of your representations or warranties, as provided for under other sections of this User Agreement.

8. Third Party Software

The Application may contain software licensed by CCS CORPORATION from third party licensors (“Third Party Software”). You understand and agree that any Third Party Software is subject to the same restrictions contained in this Agreement relating to the Application and that you will not use such Third Party Software in violation of this Agreement. You further acknowledge and agree that such third parties can enforce their rights with respect to their Third Party Software under this Agreement against you directly in their own name.

9. Fees

CCS CORPORATION reserves the right to charge fees in the future for access or continued use of the Application. Unless otherwise arranged, purchase of the software only includes the downloaded version at the time of purchase. CCS CORPORATION reserves the right to charge additional fees for updated versions of the software. CCS CORPORATION shall attempt, but is not required, to notify you in advance of any fees or fee increases.

10. Other Terms and Conditions

By opening and using any Compatibility Communication System, CCS, product or following a Compatibility Communication System methodology you agree to be bound by the following terms:

That at any time you use the Compatibility Communication System, whether following a methodology from the Compatibility Communication System Facilitators Manual, any of our guides or an original methodology you may develop yourself, the Compatibility Communication System will be delivered in a manner that is neither defamatory to the Compatibility Communication System itself or to any party or person involved with its use.

You understand that the Compatibility Communication System products and methodologies are copyright. Apart from fair dealing for the purposes of scholarship or review, and subject to the Copyright Act 1968, no part of the CCS, including the Facilitators Manual, Unpacked User Manual (except activity templates), CCS jumbo vision packs, CCS vision packs, CCS datashow, CCS VisionManager, CCS vision stickers, CCS Vision Pack App, CCS VFE Cards App and CCS Cards Virtual Facilitation Environment application, may be reproduced, stored in a retrieval system, or transmitted in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of CCS Corporation Pty Ltd.

You are aware that CCS Corporation Pty Ltd (ABN 91 062 305 784) is the owner or exclusive licensee of the copyright in all literary and artistic works appearing on the Compatibility Communication System products and the know how incorporated in the methodology and application of the Compatibility Communication System.

While you are permitted to include the Compatibility Communication System in your own programs, it is not permissible to tailor products, or create new products or derivative works using the products in any written, visual or audio form, or by any means, electronic or mechanical. Any such activity constitutes an infringement of CCS Corporation's copyrights, trademarks, or proprietary rights and may result in legal action, financial penalties and/or additional consequences.

You understand, that while you are entitled to recover the reasonable costs of including CCS products in your programs, you are not permitted to resell the CCS or to uphold you or your organisation as a reseller, distributor or retailer of CCS products without the expressed permission and authorisation from CCS Corporation.

10.1 This Agreement will be governed by and construed in accordance with the substantive laws in force under Australian Corporations Acts and Law.

10.2. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This is the entire agreement between CCS CORPORATION and you relating to the Application and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Application.

June 2023