By accessing the Product(s), you, the individual listed on the Membership Form, agree that you and your Family are bound as follows:
License Grant. Subject to the terms of this Agreement, Surrogacy Australia hereby grants you a non-exclusive, non-transferable license to access and use the information, articles and recommendations (the “Products”). Except as expressly set forth in this Agreement, you do not acquire any intellectual property rights in the Products or any associated software, systems, documentation or other materials. All such rights and interests remain in Surrogacy Australia and its licensors.
Authorized Users. By “Authorized User” we mean only those persons who are paid-up members of Australian Families Through Gestational Surrogacy.
- No Redistribution. Surrogacy Australia endorses the Scholarly Sharing provisions below. Beyond these uses, you may not redistribute any material retrieved from the Products. You may not use the Products to create products or perform services which compete or interfere with those of Surrogacy Australia or its licensors.
- Permitted Uses. The Products may be used for your internal research or educational purposes, as follows:
a. Private Research. You are permitted to display and use information contained in the Products for personal educational or research purposes, provided that in doing so you do not violate an express provision of this Agreement.
b. Digital and Print copies. You may download or create printouts of a reasonable portion of the articles or other works contained in the Products so long as each work is retrieved directly from the on-line database system in a manner that causes a "hit" to be registered on the on-line system for each and every print or digital copy. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use as allowed under the doctrines of "fair use" and "fair dealing". Downloading of all or parts of a Product in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of a Product is strictly prohibited whether such collection is in electronic or print form.
c. Fair Use/Fair Dealing. Nothing in this agreement restricts your use of the materials contained within the Products under the doctrines of "fair use" as defined under the laws of Australia.
d. Scholarly Sharing. You may provide to a third party colleague minimal, insubstantial amounts of materials retrieved from the Products for personal use or scholarly, educational or scientific research use in hard copy or electronically, provided that in no case any such sharing is done in a manner or magnitude as to act as a replacement for the recipient's own subscription to the Association.
e. Scholar/Researcher Profiles. The data contained within our products are for use in facilitating research and collaboration amongst intending and current users of surrogacy and academic researchers. You may not export or otherwise exploit the data for mass mailings or similar marketing purposes.
6. Supplemental Terms.
a. Updates. Surrogacy Australia will announce any substantial additions, deletions or modifications of information, databases, materials, capabilities or services within the Products on its electronic mailing list service. These shall be subject to the terms and conditions of this Agreement at the time they are added to the Products, but shall not materially alter your use of the Products.
b. Systems Usage. To protect the Products for the research and educational use of Authorized Users, automated searches against Surrogacy Australia’s systems are not permitted with the exception of nonburdensome federated search services. Data mining is prohibited.
- Fees and Payments. You agree to pay the annual membership subscription as shown on the Membership form by credit card at the time of purchase.
- Term and Termination.
a. Term. For subscription-based Products, the term of your rights and access shall continue from the Start Date for twelve months plus any renewal term(s) agreed to. This Agreement shall continue in force for so long as you are a financial member of Surrogacy Australia.
b. Termination for Breach. If a party breaches any material term of this Agreement and does not cure after 30 days written notice, the Agreement may immediately be terminated in whole or as to the affected Product. In the event the license granted under this agreement is terminated you shall disable all Products in your possession.
c. Remedial Action. Without limiting the above, Surrogacy Australia may suspend access to Product(s) to you if it reasonably determines that your failure to comply with the Acceptable Use Provisions may cause irreparable harm to it under the specific circumstances. If delivery is suspended, Surrogacy Australia will work with you in good faith to restore your access as soon as possible.
- Privacy. The Products do not require the entering or capture of personally identifiable user information. Surrogacy Australia makes no representation as to whether any federal, state or local laws may regulate your administration of Authorized Users’ access to the Products or require you to obtain consent from any Authorized User (or, in the case of minors, the parent or guardian of such user).
- Limited Warranty and Disclaimer of Warranty. Surrogacy Australia warrants that it has all rights necessary to enter into this Agreement and to provide the Products to you. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE PRODUCTS AND ALL EQUIPMENT AND SOFTWARE PROVIDED BY SURROGACY AUSTRALIA TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER SURROGACY AUSTRALIA NOR ANY PROVIDER OF INFORMATION IN THE PRODUCTS WARRANTS THE USE OF THE PRODUCTS OR THAT THE SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE OR MAKES ANY WARRANTY AS TO THE AVAILABILITY OF THE PRODUCTS, THE ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE INFORMATION OR THE RESULTS OF YOUR USE OF THE PRODUCTS, OR THE INFORMATION, EVEN IF ASSISTED BY SURROGACY AUSTRALIA.
- Limitation of Liability. THE MAXIMUM LIABILITY OF SURROGACY AUSTRALIA ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY SURROGACY AUSTRALIA FROM YOU FOR THE PRODUCT AT ISSUE UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL SURROGACY AUSTRALIA BE LIABLE TO YOU FOR ANY LOST PROFITS, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE PRODUCTS OR SURROGACY AUSTRALIA’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SURROGACY AUSTRALIA ARE DEEMED NEGLIGENT, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
a. Place. Surrogacy Australia’s principal place of business where this contract is formed and all services will be deemed performed is located at 9 Page Ave Port Melbourne 3207, Victoria Australia.
b. Assignment. You may not assign this Agreement or any right granted hereunder without the prior written consent of Surrogacy Australia, which consent shall not unreasonably be withheld.
c. Waiver. Failure to enforce any provision of this Agreement shall not be construed to be a waiver of such provision.
e. Force Majeure. Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, Government Restrictions, wars, acts of terrorism and/or any other cause beyond the reasonable control of the party whose performance is affected.
f. Interruption of On-line Products. Surrogacy Australia shall not be liable or deemed in default of this Agreement for any failure or delay or interruption in the on-line Products or any failure of any equipment or telecommunications resulting from any cause or circumstance beyond the reasonable control of Surrogacy Australia.
g. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter and may not be amended, except in a writing signed by the parties.
h. Severability. If any provision of this Agreement is found invalid or unenforceable pursuant to a decree or decision of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable according to its terms.