Read3 User Licence Agreement

A user subscription to the Read3 Literacy Intervention Program is governed by the terms and conditions of this Licence Agreement. If you do not accept these terms and conditions, you must immediately notify Read3 to cancel your order for the Licenced Product. By using your Login ID to access the Licensed Product, you acknowledge your acceptance of the terms and conditions of this Licence Agreement.

1. Defined Terms

1.1 "Authorised person" means an individual authorised by the Customer to submit the Order and accept the terms and conditions of this Licence Agreement on behalf of the Customer.

1.2 "Customer" means the individual or organisation making the Order.

1.3 "Licence Agreement" means this Read3 Licence Agreement between the Customer and Read3 resulting from acceptance of the Order.

1.4 "Licensed Product" means the Read3 Literacy Intervention Program module purchased, including all information, text files and images which comprise the Licensed Product at any time during the period of this Licence Agreement ("Materials").

1.5 "Licensed User" means an individual who is issued with a Login ID by Read3.

1.6 "Login ID" means a username and password issued by Read3 to a Licensed User on behalf of the Customer for access to the Licensed Product and includes a password as changed by the Licensed User from time to time.

1.7 "Order" means the order of the Customer for subscription(s) to the Licensed Product.

1.8 "Price List" means Read3's price list for the Licensed Product published on the Website from time to time.

1.9 "Read3" means Robyn Ann Monaghan and Katharine Jeanne Andrew trading as Read3.

1.10 "Website" means the Read3 website through which the Licensed Product is accessed.

2. Scope of Licence

2.1 Read3 grants the Customer a non-exclusive, non-transferable licence to use the Licensed Product in accordance with the terms and conditions of this Licence Agreement.

2.2 The Licensed Product is licensed for stand-alone use. The Licensed Product must not be installed on a computer network.

2.3 The Licensed Product is licensed for use only by the Licensed User nominated by the Customer.

2.4 During the period of this Licence Agreement, materials and features may be modified or added to or removed from the Licensed Product by Read3 without notice.

Licensed Users

2.5 Where the Customer is an individual, the Customer must nominate himself or herself as the Licensed Single User. Where the Customer is an organisation, the Customer must nominate an individual who is employed by the Customer as the Licensed Single User.

2.6 Where the Customer is an individual, the Customer must provide to Read3 his or her name, address and email address as Licensed User. Where the Customer is an organisation, the Customer must provide to Read3 its name and address details, the name, position and email address of the Authorised Person, and the name, position and email address of the nominated Licensed User. The Customer must notify and obtain the prior consent of a nominated Licensed User to his or her nomination as a Licensed User and to the provision of his or her name, position and email address to Read3.

2.7 Where the Customer is an organisation, when an existing Licensed User ceases to be employed by the Customer, the Customer must provide immediate written notice to Read3 for the purpose of cancellation of the Login ID of that existing Licensed User. The Customer may nominate a new user in substitution for an existing Licensed Single User at any time during the period of this Licence Agreement. Any new user must be an individual who is employed by the Customer. Read3 will issue a new Login ID to the new user after cancellation of the Login ID of the existing Licensed User. The new user may use the Licensed Product for the remainder of the current 12-month period of this Licence Agreement.

What Customer must do

2.8  The Customer is responsible for the supply of its own computer hardware and software, for its own telecommunications and internet connections, for the application and maintenance of adequate virus protection measures, and for the training or instruction (if any) of the Licensed User to use the Licensed Product.

2.9  The Customer is responsible for the use of the Licensed Product by the Licensed User. In particular:

2.9.1 The Customer must ensure that the Licensed Product is only used by the Licensed User and that the Licensed Product is protected from access, use, damage or destruction by any individual who is not the Licensed User.

2.9.2  The Customer must ensure that the Licensed User is aware of and complies with the terms and conditions of this Licence Agreement.

2.9.3 The Customer must provide immediate written notice to Read3 of the disclosure of the Login ID to any individual other than the Licensed User and of any unlicensed use of the Licensed Product of which the Customer becomes aware.

2.9.4 The Customer authorises Read3, its officers, employees, agents and contractors to enter any premises which the Customer occupies and to access the computer systems of the Customer at any time and from time to time during the period of this Licence Agreement without notice during business hours to verify that use of the Licensed Product by the Customer complies with the terms and conditions of this Licence Agreement. Read3 may use or disclose the details of the Customer, the Authorised Person and the Licensed Users provided by the Customer under clause 2.6 for the purpose of verification that use of the Licensed Product by the Customer complies with the terms and conditions of this Licence Agreement.

What Customer and Licensed Users may do

2.10  Unless authorised in writing by Read3, the Customer and Licensed User may use the Licensed Product only for the purposes of reading instruction.

2.11 As reasonably required for the purposes in clause 2.10, the Customer and Licensed Users may:

2.11.1 View and use the Licensed Product online;

2.11.2 Download and store in machine-readable form for no more than 30 days a copy of parts (but not substantial parts) of the Materials and may view the downloaded Materials offline;

2.11.3 Make a printout of parts (but not substantial parts) of the online Materials or the downloaded Materials ("Authorised Printout").

What Customer and Licensed Users must not do

2.12 The Customer and Licensed Users must not:

2.12.1 Except as specifically provided for in clauses 2.10 and 2.11, download, store, reproduce, copy, distribute, transmit or display (in whole or in part) the Licensed Product;

2.12.2 Copy (in whole or in part) the Licensed Product for sale or regular systematic distribution or for incorporation in any product intended for sale or regular systematic distribution without the prior written consent of Read3;

2.12.3 Modify, adapt, reverse engineer, decompile, disassemble, damage or create derivative works based on (in whole or in part) the Licensed Product;

2.12.4 Merge (in whole or in part) the Licensed Product with any other database.

Copyright and intellectual property rights

2.13 All right, title and interest (including all copyright and other intellectual property rights) in the Licensed Product and the Materials (in both print and machine-readable forms) belong to Read3. The Customer acquires no proprietary right or interest in the Licensed Product, the Materials or any Authorised Printout (or copy or extract thereof).

3. Licence Fee

3.1 The Customer must pay an annual licence fee in advance to Read3 for each Licensed User ("Licence Fee"). The Licence Fee for the initial 12 month period is as specified in the Price List current at the time of acceptance of the Order. The Licence Fee for subsequent 12 month periods is payable within 30 days of invoice by Read3 and the amount of the Licence Fee for subsequent 12 month periods will be as specified in the Price List current at the time of invoice by Read3. 

3.2 Where the Customer wishes to nominate a Licensed Additional User at any time during a 12 month period of this Licence Agreement, the Customer must pay the Licence Fee for such Licensed Additional User in full in accordance with the then current Price List and the Licensed Additional User may use the Licensed Product for the remainder of the current 12 month period of this Licence Agreement.

3.3 The Licence Fee does not include any tax, duty or other government levy, fee or charge that is imposed in relation to this Licence Agreement or the Licensed Product. The Customer must pay any tax, duty, levy, fee or charge of that type as soon as it becomes due. The Customer must reimburse Read3 if Read3 pays an amount which the Customer is required to pay under this clause.

4. Online access to Licensed Product

4.1 A Licensed User may access the Licensed Product online by utilising the Login ID issued by Read3 to the Licensed User on behalf of the Customer (with a password as changed by the Licensed User from time to time).

4.2 Read3 will issue a Login ID to a Licensed User upon clearance of payment of the Licence Fee.

4.3 The Login ID will be sent (on the initial and any subsequent occasion) by email directly to the Licensed User at the email address provided by the Customer under clause 2.7.

4.4  A Licensed User may change from time to time the password of the Login ID issued by Read3.

4.5 The Customer must ensure that a Licensed User does not disclose his or her Login ID to any individual and must provide immediate written notice to Read3 of any disclosure of the Login ID of a Licensed User.

4.6 Read3 will monitor and keep records of online usage of the Licenced Products by Licensed Users.

4.7 Read3 may change the Login ID of any Licensed User at any time without providing reasons.

4.8 Read3 may suspend the Login ID of any Licensed User immediately upon written notice to the Customer identifying a breach by the Customer or the Licensed User of any provision of this Licence Agreement and until the breach has been remedied by the Customer or the Licensed User to the satisfaction of Read3.

4.9 Read3 may cancel the Login ID of a Licensed User as provided in clauses 2.8 and 6.5.

5. Warranties, disclaimer, liability and indemnities

5.1 To the maximum extent permitted by law, Read3 makes no warranties express or implied in respect of the Licensed Product. The Licensed Product is provided to the Customer on an "as is", "as available" basis. In particular:

5.1.1 To the maximum extent permitted by law, Read3 does not warrant that the Licensed  Product is or will be fit for any purpose, whether or not such purpose has been communicated to Read3, and that the Customer acknowledges that it has relied on its own inquiries as to the fitness of the Licensed Product for the intended purpose.

5.1.2 Read3 does not warrant that access to the Website and the Licensed Product will be continuous, uninterrupted, error-free or virus-free. The Customer acknowledges that the Website and the Licensed Product may not always be available due to upgrades and maintenance or unforeseen down times and that Read3 excludes all liability to the Customer or any other person for any damage or loss (including without limitation loss of data, business interruption, damage to computer hardware or software) arising directly or indirectly from accessing the Licensed Product via the Website, whether or not the possibility of such damage or loss has been communicated to Read3.

5.1.3 Read3 does not warrant that information will continue to be available to Read3 to enable the Licensed Product to be updated.

5.1.4 Read3 does not warrant that any support (whether in person, by telephone, or in writing) for use of the Licensed Product by the Customer ("Customer Support") will be available at all or at any relevant time. The Customer acknowledges that any Customer Support is provided by Read3 at its sole discretion.

5.1.5 Read3 does not warrant that the Licensed Product is or will be complete or error-free.

5.2 Access to the Licensed Product is granted by Read3 to the Customer under this Licence Agreement subject to the following disclaimer: The Licensed Product and the Materials neither represent nor are intended to constitute advice to the Customer or any other person. Read3 is not engaged in rendering advice to the Customer or any other person under this Licence Agreement. Whilst every care has been taken in the preparation of the Licensed Product, Read3, the authors and editors and all other persons involved in the preparation of the Materials and the Licensed Product expressly disclaim all and any liability to the Customer or any other person in respect of anything done or omitted to be done by the Customer or any other person in reliance, whether wholly or partially, on the whole or any part of the Licensed Product or the Materials, and in respect of any consequences arising therefrom.

5.3 All express or implied conditions and warranties of any type in respect of this Licence Agreement and the Licensed Product are excluded to the maximum extent allowed by the law. To the maximum extent permitted by law, Read3 excludes all liability for all claims, expenses, losses, damages and costs made against or incurred or suffered by the Customer or any other person directly or indirectly (including without limitation any liability for consequential damages or loss) arising out of the Customer using, misusing or not being able to use the Licensed Product or the Materials or any act or omission or failure (whether negligent or not) of Read3, its officers, employees, agents or contractors in connection with performance of any obligation of Read3 under this Licence Agreement.

5.4 If, notwithstanding clauses 5.1 to 5.3, Read3 incurs any other liability to the Customer, the maximum aggregate liability of Read3 to the Customer is limited to an amount equal to the Licence Fees paid by the Customer to Read3 in respect of the current 12 month period of this Licence Agreement.

5.5 The Customer must indemnify Read3 against any claim or proceeding that is made or commenced, and against any liability, loss, damage or expense that is incurred or suffered arising from any breach of this Licence Agreement by the Customer, any failure by the Customer to give Read3 all reasonable assistance in connection with dealing with a possible or alleged breach and any claim in respect of it, or anything lawfully done by or on behalf of Read3 in the exercise of its rights.

6. Period and termination of Licence Agreement

6.1 This Licence Agreement commences on the date when the Login ID is sent by email by Read3 to the Licensed Single User.

6.2 Unless terminated by the Customer or Read3 in accordance with this Licence Agreement, and subject to payment of the Licence Fee, this Licence Agreement will continue for an initial period of 12 months.

6.3 The Customer may terminate this Licence Agreement or its nomination of any Licensed User immediately by notice in writing to Read3. Read3 will not be liable to repay to the Customer any monies paid by the Customer under this Licence Agreement, even if the 12 month period in respect of which such monies were paid has not ended.

6.4 Read3 may terminate this Licence Agreement immediately by notice in writing to the Customer if the Customer or any Licensed User breaches any provision of this Licence Agreement and fails within 7 days to remedy that breach to the satisfaction of Read3 after receiving a written notice from Read3 identifying the breach and requiring it to be remedied. Read3 will not be liable to repay to the Customer any monies paid by the Customer under this Licence Agreement, even if the 12 month period in respect of which such monies were paid has not ended, and Read3 will be entitled to take any additional action that is legally available.

6.5 Immediately upon termination of this Licence Agreement or of the nomination of any Licensed User:

6.5.1 Read3 will cancel the Login ID of the Licensed User;

6.5.2 The Customer must at its own expense delete completely from the computer system of the Customer or any Licensed User and destroy all downloaded Materials, all Authorised Printouts and copies or extracts thereof, and any unauthorised copies (in print or machine-readable form) of the Licensed Product or the Materials (in whole or in part) that are in the possession, custody or control of the Customer or any Licensed User.

6.6  Upon termination of this Licence Agreement, any rights that have accrued under this Licence Agreement are not affected.

7. Miscellaneous

7.1 This Licence Agreement constitutes the entire agreement between the Customer and Read3. No other terms, whether or not communicated to Read3 before, at the time of or after submitting the Order to Read3, will form part of this Licence Agreement, unless expressly agreed by Read3 in writing.

7.2 At any time during the period of this Licence Agreement, Read3 may give 30 days prior written notice of its intention to vary the terms and conditions of this Licence Agreement. Any such variation will become effective immediately upon expiry of the 30 day notice period.

7.3 Read3 may assign any of its rights and obligations under this Licence Agreement without the consent of the Customer. The Customer may not assign, sub-licence or otherwise transfer any of its rights and obligations under this Licence Agreement without the prior written consent of Read3.

7.4 This Licence Agreement continues for the benefit of and binds a successor in title of a party to this Licence Agreement, including a person to which a party’s rights and obligations are assigned, sub-licensed or otherwise transferred in accordance with this Licence Agreement.

7.5 A notice, consent, or other communication that must or may be given or made by a party to the other party under this Licence Agreement must be in writing and must be delivered personally, sent by post (postage prepaid), sent by facsimile, or sent by email to that other party (or, in the case of a notice, consent, or other communication that must or may be given or made by Read3 to the Customer, announced on the Website). A notice, consent, or other communication is treated as given or made in accordance with this Licence Agreement if: it is delivered personally, upon delivery; it is sent by post, 3 business days after it is posted; it is sent by facsimile, as soon as the sender receives from the sender’s fax machine a report of an error-free transmission; it is sent by email, as soon as the sender receives from the sender's email provider a report of an error-free transmission; it is announced on the Website, as soon as Read3 receives confirmation of an error-free upload to the Website. If a notice, consent, or other communication is delivered, or an error-free transmission report or upload confirmation in relation to it is received, after the normal business hours of the party to which it is sent, it is treated as having been given or made at the beginning of the next business day.

7.6 The Customer must notify Read3 of any change of its name or address details or any change of the email address of a Licensed User within 7 business days of such change.

7.7 This Licence Agreement is governed by the law of the State of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of its courts. The parties will not object to the exercise of jurisdiction by those courts on any basis.

7.8 If a clause or part of a clause of this Licence Agreement can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Licence Agreement, but the rest of this Licence Agreement is not affected.

7.9 The fact that Read3 fails to do, or delays in doing, something that Read3 is entitled to do under this Licence Agreement does not amount to a waiver of any obligation of or any breach of obligation by the Customer. A waiver by Read3 is only effective if it is in writing. A written waiver by Read3 is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.