AURALIS CONSERVATORY PTY LTD
TUTOR LICENCE TERMS AND CONDITIONS
Effective Date: 24 August 2026
These Tutor Licence Terms and Conditions (“Terms and Conditions”) govern the purchase of, access to and use of the Auralis Conservatory curriculum, methodology, teaching system, educational content, instructional materials and associated resources made available by Auralis Conservatory Pty Ltd (“Auralis”, “we”, “us” or “our”).
These Terms and Conditions constitute a legally binding agreement between Auralis and the person or entity that purchases or is granted an Auralis Tutor Licence (“Licensee”, “you” or “your”). These Terms and Conditions govern the rights and obligations of the parties in relation to the Tutor Licence and the Licensee’s access to and use of the Auralis System and Licensed Materials.
By selecting the acceptance checkbox presented during the purchase process, completing an order, or otherwise affirmatively accepting these Terms and Conditions, the Licensee acknowledges that it has been provided with a reasonable opportunity to review these Terms and Conditions and agrees to be legally bound by them.
Where the Licensee is an individual, that individual enters into these Terms and Conditions in their personal capacity. Where the Licensee is a company, partnership, studio, school, academy or other organisation, the person accepting these Terms and Conditions on its behalf represents and warrants that they have full authority to enter into these Terms and Conditions and bind that entity.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms, unless the context otherwise requires:
“Auralis Content” means all written, visual, audio, audiovisual, digital, instructional and educational content supplied, displayed, communicated or otherwise made available by or on behalf of Auralis in connection with the Auralis System, whether in physical or digital form, including lesson materials, exercises, activities, worksheets, lesson plans, demonstrations, recordings, videos, audio materials, diagrams, graphics, templates, prompts, training resources and other educational content, and includes any adaptation,
compilation, arrangement or presentation of that content prepared by or on behalf of Auralis.
“Auralis Curriculum” means the proprietary music education curriculum developed, compiled, arranged or otherwise controlled by Auralis, including its structure, sequence, lesson architecture, educational content, exercises, activities, instructional resources and the manner in which those elements are organized and delivered as part of the Auralis System.
“Auralis Intellectual Property” means all Intellectual Property Rights owned by, developed by or validly controlled by Auralis in connection with the Auralis Business, including rights subsisting in or relating to the Auralis System, Auralis Curriculum, Auralis Methodology, Auralis Content, Auralis Materials, branding, trade-marks, logos, business names, domain names, proprietary processes, know-how and other proprietary material, but excluding Third-Party Materials except to the extent Auralis holds or controls rights in those materials.
“Auralis Materials” means, collectively, the Auralis Curriculum, Auralis Content, Auralis Methodology, instructional materials, training resources, digital resources, templates, documentation and other materials, information and resources made available by or on behalf of Auralis in connection with a Tutor Licence, whether provided before or after commencement of the Licence Period.
“Auralis Methodology” means the proprietary teaching methodology, principles, frameworks, processes, techniques, sequencing, instructional approaches, educational structures and methods developed, compiled, adapted or otherwise controlled by Auralis and embodied in, reflected by or associated with the Auralis System, whether expressed in written, visual, audio, digital or other form.
“Auralis System” means the proprietary music education and performance-support system developed and offered by Auralis, comprising, as applicable, the Auralis Curriculum, Auralis Methodology, Auralis Content, Auralis Materials, educational framework, teaching processes, protocols, resources and associated systems and components made available by or on behalf of Auralis from time to time.
“Active Student” means a Student to whom the Licensee is, during the applicable Licence Period, providing authorised tuition or educational services using the Auralis System pursuant to and within the scope of the applicable Tutor Licence.
“Business Day” means a day other than a Saturday, Sunday or public holiday in the State or Territory specified in clause 31.
“Confidential Information” means any information disclosed, supplied or otherwise made available by or on behalf of Auralis to the Licensee which is confidential, proprietary or commercially sensitive in nature, or which a reasonable person would understand, having regard to its nature and the circumstances of its disclosure, to be confidential. This includes information concerning the Auralis System, Auralis Curriculum, Auralis Methodology, Auralis Materials, business methods, pricing, commercial arrangements, customers, suppliers, technology, systems, product development, business strategies, operational information and other non-public information relating to Auralis or its business. Confidential Information includes information disclosed orally, visually, electronically, in writing or through access to the Auralis System, whether disclosed before or after acceptance of these Terms.
“Intellectual Property Rights” means all rights, title and interest in and to intellectual property and analogous rights, whether existing now or arising in the future, including copyright and rights in literary, artistic, musical and other works; trade-marks and service marks; designs; patents; inventions; confidential information and trade secrets; know-how; domain names; business names; circuit layouts; databases; rights in software and other technology; and all other proprietary or intellectual property rights, whether registered or unregistered, including applications, registrations, renewals, extensions, continuations and rights to apply for, register, maintain, protect, enforce or recover remedies in respect of those rights.
“Licence” means the limited licence granted by Auralis to the Licensee under clause 3, subject to the scope, conditions, limitations and restrictions set out in these Terms and the applicable Tutor Licence particulars.
“Licence Fee” means the fee specified or displayed by Auralis as payable by the Licensee for the applicable Tutor Licence.
“Licence Period” means the period commencing on the applicable commencement date and continuing for the period for which the relevant Tutor Licence has been purchased and paid for, as specified or displayed by Auralis at or before the time of purchase, subject to any earlier expiry, suspension or termination in accordance with these Terms.
“Licensed Materials” means those Auralis Materials, or particular components of those Auralis Materials, which Auralis makes available to the Licensee pursuant to or in connection with the applicable Tutor Licence, whether by download, online access,
account access, email, physical delivery or any other method of delivery or access determined by Auralis.
“Student” means an individual receiving or intended to receive tuition or educational services from the Licensee in connection with the Authorised Purpose.
“Third-Party Materials” means any music, recordings, images, software, technology, content, data, services or other material incorporated into, supplied with, linked to, made available through or otherwise used in connection with the Auralis System which is owned or controlled by a person other than Auralis.
“Tutor Licence” means the particular licence purchased by the Licensee from Auralis which permits the Licensee, subject to these Terms and the applicable Licence particulars, to access and use the Auralis System and Licensed Materials for the Authorised Purpose during the applicable Licence Period.
“Authorised Purpose” means the use of the Licensed Materials solely to deliver authorised music education to Active Students in accordance with these Terms, the applicable Tutor Licence and any applicable Licence limitations, and for no other purpose unless expressly authorised by Auralis in writing.
1.2 Interpretation
Unless the context otherwise requires, in these Terms:
(a) headings and subheadings are for convenience only and do not affect interpretation;
(b) words importing the singular include the plural and vice versa;
(c) a reference to a person includes an individual, corporation, partnership, trust, association, government authority or other legal entity;
(d) a reference to a party includes that party's successors and permitted assigns;
(e) a reference to a document, agreement, term or provision includes that document, agreement, term or provision as amended, varied or replaced from time to time in accordance with these Terms;
(f) the words “including”, “includes” and similar expressions are not words of limitation and are to be construed as if followed by the words “without limitation”;
(g) a reference to writing includes communication by email or other electronic means capable of producing a permanent record;
(h) a reference to applicable law includes any applicable statute, regulation, legislative instrument, rule, order, determination or other legally binding requirement; and
(i) where an obligation or restriction is expressed to apply to the Licensee, the Licensee must ensure that any person to whom the Licensee provides access to the Auralis System or Licensed Materials in accordance with these Terms and Conditions complies with that obligation or restriction to the extent applicable to that person.
2. APPLICATION AND FORMATION OF THE AGREEMENT
2.1 These Terms and Conditions apply to and govern every Tutor Licence purchased from, or otherwise supplied by, Auralis, unless Auralis expressly agrees otherwise in writing. The Licensee's rights and obligations in respect of any Tutor Licence are subject to these Terms and Conditions, together with any applicable Licence particulars communicated by Auralis at or before the time of purchase.
2.2 Auralis will make these Terms and Conditions available to the prospective Licensee in a manner that permits the Licensee to access, review and retain them before completion of the relevant purchase process. The Licensee is responsible for reviewing these Terms and Conditions before proceeding with the purchase of a Tutor Licence.
2.3 The Licensee must expressly and affirmatively indicate its acceptance of these Terms and Conditions through the acceptance mechanism provided by Auralis before completing the relevant purchase. The Licensee's acceptance must be given by an affirmative act and shall not be inferred solely from the Licensee's browsing of the Auralis website or access to information made available on the website.
2.4 Completion of the purchase process and submission of payment for the applicable Licence Fee constitutes the Licensee's offer to acquire the relevant Tutor Licence on and
subject to these Terms and Conditions and any applicable Licence particulars presented to the Licensee before completion of the purchase.
2.5 Auralis may accept or decline any request for a Tutor Licence at its discretion and, unless otherwise expressly agreed, no contract is formed merely by the Licensee submitting an order or making payment. A contract between Auralis and the Licensee is formed when Auralis accepts the Licensee's purchase and activates, supplies or otherwise makes the relevant Tutor Licence available to the Licensee.
2.6 The Licensee acknowledges and agrees that its acceptance of these Terms and Conditions through the acceptance mechanism provided by Auralis constitutes an express indication of the Licensee's intention to be legally bound by these Terms and Conditions.
3. NATURE AND GRANT OF LICENCE
3.1 Auralis has developed and operates a proprietary music education system comprising a structured curriculum, educational methodology, teaching framework, instructional content and supporting resources, together with the associated materials, processes and know-how developed, compiled or otherwise controlled by Auralis (collectively, the Auralis System). The Auralis System constitutes proprietary subject matter of significant commercial value to Auralis and is made available to the Licensee strictly in accordance with the terms and conditions of the Tutor Licence.
3.2 The Auralis System and the Auralis Materials are made available to the Licensee by way of a limited licence only and are not sold, assigned, transferred or otherwise disposed of to the Licensee. Except for the limited rights expressly granted under these Terms and Conditions, no right, title or interest in or to the Auralis System, Auralis Materials or any Auralis Intellectual Property passes to or vests in the Licensee by reason of the purchase of a Tutor Licence or payment of the applicable Licence Fee.
3.3 Subject to the Licensee's payment in full of the applicable Licence Fee and its continuing compliance with these Terms and Conditions, Auralis grants to the Licensee, for the duration of the applicable Licence Period, a limited, non-exclusive, non-transferable and non-sublicensable licence to access and use the Licensed Materials solely for the Authorised Purpose and strictly within the scope, conditions and limitations of the Tutor Licence purchased.
3.4 The Licence is strictly confined to the rights expressly granted to the Licensee under these Terms and Conditions. Except as expressly provided in these Terms and Conditions, no right, title, interest, licence or other entitlement in or to the Auralis System, Auralis Materials, Auralis Curriculum, Auralis Methodology or any other Auralis Intellectual Property is granted, assigned, transferred or otherwise made available to the Licensee, whether by implication, estoppel or otherwise.
4. LICENCE PERIOD AND ACCESS
4.1 The Licence commences on the commencement date specified by Auralis at the time of purchase or activation and, subject to these Terms and Conditions, continues for the applicable Licence Period, unless the Licence is earlier suspended, terminated or otherwise brought to an end in accordance with these Terms. No rights of access or use arise before the commencement of the Licence.
4.2 The particular Tutor Licence selected by the Licensee, including the applicable Licence package, Licence Fee, Licence Period, permitted users, permitted number of Active Students and any other applicable usage, access or scope restrictions, will be specified or otherwise made available to the Licensee before or at the time of purchase. The Licensee acknowledges that those particulars form part of the contractual basis upon which the relevant Tutor Licence is granted.
4.3 Unless Auralis expressly provides otherwise in writing, the Licence expires automatically upon the expiry of the applicable Licence Period and, upon such expiry, the Licensee's
rights to access and use the Auralis System and Licensed Materials cease. Expiry of the Licence does not create or confer any continuing, perpetual or implied right of access to, or use of, the Auralis System, Licensed Materials or any Auralis Intellectual Property.
4.4 Auralis may make the Auralis System and Licensed Materials available to the Licensee through its website, online portal, email, third-party technology platform, software application, digital delivery system or such other means as Auralis may reasonably determine from time to time. The Licensee acknowledges that the method by which access is provided may vary depending upon the nature of the Tutor Licence and the manner in which Auralis operates or develops its services.
4.5 Auralis may from time to time modify, update or change the technical or operational means by which the Auralis System or Licensed Materials are delivered or made accessible, including changes to the website, online portal, hosting environment, authentication process or third-party technology used for delivery, provided that Auralis does not, during the term of the Licence Period, materially deprive the Licensee of the principal benefit of a paid Tutor Licence. Nothing in this clause prevents Auralis from making changes reasonably necessary for security, legal or regulatory compliance, technical maintenance, prevention of misuse, or the continued development and operation of the Auralis System.
5. AUTHORISED USE AND SCOPE OF LICENCE
5.1 Subject to the terms and conditions of the applicable Tutor Licence, the Licensee may access and use the Licensed Materials solely to the extent reasonably necessary for the purpose of delivering authorised music education to Active Students during the applicable Licence Period and strictly in accordance with the Authorised Purpose and the scope of the Tutor Licence. The Licensee must not use, or permit the use of, any Licensed Materials for any purpose that falls outside the rights expressly granted under these Terms and Conditions.
5.2 Where the applicable Tutor Licence specifies or imposes a maximum number of Active Students, tutors, teachers, locations, accounts, users or any other limitation concerning
the scope or extent of permitted use, each such limitation constitutes an express condition of the Licence. The Licensee must ensure that its use of the Auralis System and Licensed Materials remains within those limits at all times during the Licence Period.
5.3 The Licensee must not exceed, circumvent or otherwise seek to avoid any limitation applicable to its Tutor Licence without first obtaining Auralis's prior written authorisation or acquiring such additional or upgraded licence as may be required by Auralis. Where the Licensee requires access to or use of the Auralis System beyond the scope of its existing Tutor Licence, the Licensee must obtain Auralis's approval before commencing that additional use.
5.4 The Licensee must not divide, pool, combine, share, transfer or otherwise restructure its Licence arrangements, whether directly or indirectly, for the purpose or effect of enabling any other tutor, teacher, studio, school, academy, business, organisation or other person or entity to obtain access to or use the Auralis System or Licensed Materials without holding the appropriate licence or otherwise being expressly authorised by Auralis. For the avoidance of doubt, the Licensee must not use a single Tutor Licence as a means of providing access to the Auralis System to persons or entities who would otherwise be required to obtain a separate or additional licence.
5.5 The Licensee must not access or use the Auralis System, or permit the Auralis System or Licensed Materials to be accessed or used, on behalf of, for the benefit of or for the purposes of any other person or entity except to the extent expressly authorised under the applicable Tutor Licence. Nothing in these Terms authorises the Licensee to provide, resell, sublicense, distribute or otherwise make available the Auralis System or Licensed Materials as a service to any third party unless such use is expressly contemplated by the applicable Tutor Licence or otherwise authorised by Auralis in writing.
6. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1 All rights, titles and interest in and to the Auralis Intellectual Property, including all Intellectual Property Rights subsisting in or relating to the Auralis System and Auralis Materials, remain vested in and are owned or validly controlled by Auralis or, where
applicable, the relevant third-party rights holder. Except for the limited rights expressly granted to the Licensee under these Terms and Conditions, the Licensee acquires no right, title or interest in or to any Auralis Intellectual Property by reason of its purchase of, or access to, a Tutor Licence.
6.2 Nothing contained in these Terms and Conditions, nor the purchase, payment for, access to or use of a Tutor Licence, operates or is intended to operate as an assignment, transfer, sale, disposal or other disposition of any Auralis Intellectual Property or any Intellectual Property Rights subsisting in or relating to the Auralis System or Auralis Materials.
6.3 Without limiting clause 6.1, Auralis retains all rights, titles and interest in and to the proprietary structure, organisation, sequencing, curriculum architecture, methodology, teaching framework, educational principles as expressed and embodied in Auralis's proprietary materials, original educational content, instructional materials, lesson materials, documentation, templates, training resources, branding and other proprietary elements comprising or forming part of the Auralis System, to the extent that such rights are owned or validly controlled by Auralis. Nothing in these Terms confers upon the Licensee any right to reproduce, adapt, commercialise or otherwise exploit those proprietary elements except to the limited extent expressly permitted by the applicable Tutor Licence.
6.4 The Licensee must not represent, expressly or impliedly, that it owns, created, developed, authored, controls or otherwise holds proprietary rights in the Auralis System, Auralis Materials or any Auralis Intellectual Property. The Licensee must not make any representation to a Student, customer, prospective customer, tutor, business or other third party that is inconsistent with Auralis's ownership or control of the relevant Auralis Intellectual Property.
6.5 The Licensee must not, and must not assist, authorise or procure any other person to, apply for, register, acquire or attempt to acquire any trade mark, business name, domain name, social media identifier or other proprietary identifier which incorporates, is substantially derived from, or is confusingly similar to any Auralis trade mark, branding or other proprietary identifier. The Licensee must not otherwise use Auralis's branding
or proprietary identifiers in a manner reasonably capable of suggesting ownership, endorsement, sponsorship, affiliation or authorisation beyond that expressly permitted under these Terms and Conditions.
6.6 The Licensee must not challenge, dispute or knowingly assist any third party to challenge or dispute Auralis's ownership or valid control of the Auralis Intellectual Property, or knowingly do anything which may prejudice Auralis's rights or interests in that Intellectual Property, except to the extent that such restriction is prohibited or incapable of enforcement under applicable law. Nothing in this clause prevents the Licensee from exercising any right that cannot lawfully be excluded under applicable law.
6.7 The Licensee acknowledges and agrees that the Auralis System and Auralis Materials constitute proprietary and commercially valuable assets of Auralis and that the unauthorised reproduction, copying, disclosure, distribution, adaptation, extraction, publication, commercialisation or other exploitation of the Auralis System or Auralis Materials may materially prejudice Auralis's business, commercial interests and Intellectual Property Rights. The Licensee further acknowledges that the restrictions contained in these Terms are intended to protect Auralis's legitimate proprietary and commercial interests and form an essential part of the basis upon which the Tutor Licence is granted.
7. PERMITTED USE OF LICENSED MATERIALS
7.1 Subject to the Licensee's continuing compliance with these Terms and Conditions, the Licensee may access and use the Licensed Materials during the applicable Licence Period solely for the Authorised Purpose and strictly within the scope of the Tutor Licence. The rights granted under this clause are limited to those uses expressly contemplated by these Terms and do not extend to any use, purpose or activity that is not reasonably connected with the authorised delivery of the Auralis System to Active Students.
7.2 The Licensee may display, present, communicate or otherwise make relevant portions of the Licensed Materials available to an Active Student only to the extent reasonably necessary to enable that Student to participate in the Auralis System for the Authorised
Purpose. Any such access or communication must remain subject to the restrictions and protections applicable to the Licensed Materials under these Terms and Conditions, and the Licensee must take reasonable steps to prevent an Active Student from copying, reproducing, recording, distributing, publishing or otherwise exploiting the Licensed Materials beyond what is reasonably necessary for the Student's authorised participation.
7.3 The Licensee must not remove, obscure, alter, modify or interfere with any copyright notice, trade mark, branding, attribution, proprietary notice, confidentiality notice or other ownership or rights identifier appearing on or incorporated into the Licensed Materials. The Licensee must preserve such notices and identifiers in substantially the same form in which they are supplied by Auralis.
7.4 Any access to or use of the Licensed Materials permitted under this clause is subject at all times to these Terms and Conditions, including the applicable use restrictions, confidentiality obligations and protections afforded to Auralis's Intellectual Property.
7.5 Except to the extent expressly permitted by these Terms and Conditions or otherwise required or permitted by a mandatory provision of applicable law, the Licensee must not, and must not permit or facilitate any other person to, copy, reproduce, download, record, retain, store, distribute, publish, transmit, sell, licence, sublicense, commercialise, adapt, modify, translate, create derivative works from or otherwise exploit any Licensed Materials, whether in whole or in part, outside the Authorised Purpose.
8. PROHIBITED CONDUCT
8.1 Except with Auralis's prior written consent or to the extent expressly permitted or required by applicable law, the Licensee must not, and must not knowingly permit, authorise or facilitate any other person to:
(a) reproduce, copy, republish, distribute, publish, sell, licence, sublicense, assign, transfer, transmit, communicate, disseminate or otherwise make available the Auralis System or any Licensed Materials, whether in whole or in part, to any person who is not authorised to access or use them under these Terms and Conditions;
(b) reproduce, replicate, substantially reproduce or otherwise appropriate the Auralis Curriculum or Auralis Methodology, whether in whole or in substantial part, or use either for any purpose outside the Authorised Purpose;
(c) extract, reproduce, collate, compile, aggregate or systematically reproduce the Auralis System or any of its constituent materials, elements or components for use, distribution or exploitation outside the Authorised Purpose;
(d) upload, transmit, publish or store any Licensed Materials on a publicly accessible website, social media platform, file-sharing service, cloud repository, content library, online forum or other platform or service in circumstances where the Licensed Materials may be accessed, downloaded, copied, extracted, reproduced or redistributed by an unauthorised person;
(e) record, reproduce, download, capture, copy, distribute or otherwise exploit any Auralis training session, presentation, video, audio material, lesson content or other proprietary content, whether in whole or in part, except to the extent expressly authorised by Auralis in writing or expressly permitted under these Terms;
(f) remove, obscure, conceal, alter, modify or interfere with any copyright notice, trade mark, branding, attribution, proprietary notice, confidentiality notice or other ownership or rights identifier appearing on or incorporated into the Auralis System or Licensed Materials;
(g) use the Auralis System or Licensed Materials, whether directly or indirectly, as the basis for creating, developing, teaching, marketing, promoting, licensing or operating any curriculum, programme, course, methodology, product or service that competes with, substantially replicates or is materially derived from the Auralis System, except to the extent such restriction is prohibited by applicable law;
(h) use, disclose, reproduce or exploit Auralis's Confidential Information or proprietary materials for the purpose of developing, assisting in the development of, facilitating or supporting any competing commercial offering or any product, service, curriculum or methodology derived from or substantially informed by such Confidential Information or proprietary materials;
(i) reverse engineer, deconstruct, disassemble, analyse, map or systematically examine the Auralis System, Licensed Materials or their constituent elements for the purpose of identifying, recreating, replicating or developing the proprietary curriculum, methodology, structure, sequencing, teaching framework or commercial offering of
Auralis, except to the extent such conduct cannot lawfully be restricted under applicable law;
(j) represent, suggest or hold out the Auralis System, Auralis Curriculum, Auralis Methodology, Licensed Materials or any part thereof as the Licensee's own original work or as having been created, developed or authored by the Licensee;
(k) permit, provide or facilitate access to the Licensee's account, Licence credentials, login details or other access credentials by any tutor, teacher, student or other person who is not authorised to access the relevant account or Licence;
(l) circumvent, disable, interfere with, defeat or attempt to circumvent any technical, administrative, account, authentication, student-number, user, access, security or other restriction or control imposed by Auralis in connection with the Auralis System or the applicable Tutor Licence;
(m) commercially exploit, resell, package, distribute, licence, sublicense or otherwise derive independent commercial value from the Auralis System or Auralis Materials other than in accordance with the rights expressly granted under the applicable Tutor Licence; or
(n) otherwise access or use the Auralis System or Licensed Materials in any manner that is inconsistent with, or exceeds, the limited rights expressly granted to the Licensee under these Terms.
8.2 Nothing in this clause is intended to prohibit or restrict any conduct, dealing or exercise of rights that cannot lawfully be prohibited, excluded or restricted under applicable law.
9. PROTECTION OF MATERIALS PROVIDED TO STUDENTS
9.1 Where the Licensee provides an Active Student with access to, or a copy of, any Licensed Materials, the Licensee must ensure that such access or provision is limited to the extent reasonably necessary for the Student's authorised participation in the Auralis System and is otherwise consistent with the scope and purpose of the applicable Tutor Licence. The Licensee must take reasonable measures to safeguard the Licensed Materials against unauthorised copying, disclosure, distribution or other misuse by the Student.
9.2 The Licensee must not knowingly permit or facilitate an Active Student to reproduce, copy, publish, distribute, sell, licence, sublicense, upload, transmit, communicate or otherwise commercially exploit any Licensed Materials, except to the extent expressly authorised by Auralis or otherwise permitted by applicable law. The Licensee must take reasonable steps to ensure that Students understand that the Licensed Materials are proprietary materials of Auralis and are provided solely for the purposes of their authorised participation in the Auralis System.
9.3 The Licensee must take reasonable and proportionate measures to prevent Licensed Materials provided or made accessible to Students from being disclosed, transferred, copied, uploaded, distributed or otherwise made available to persons who are not authorised participants in the Auralis System. This includes taking reasonable care in relation to the manner in which physical and digital materials are provided, stored, accessed and communicated to Students.
9.4 If the Licensee becomes aware of, or has reasonable grounds to suspect, any unauthorised copying, disclosure, access, distribution, publication, transmission, reproduction or other exploitation of any Licensed Materials by an Active Student or any other person, the Licensee must notify Auralis promptly after becoming aware of the relevant circumstances and, to the extent reasonably practicable, provide Auralis with such information and reasonable assistance as Auralis may require to investigate, contain and address the suspected or actual unauthorised use. The Licensee must also take reasonable steps within its control to prevent any continuing or further unauthorised access or use.
10. CONFIDENTIALITY
10.1 The Licensee acknowledges and agrees that Auralis's Confidential Information is confidential and proprietary in nature and contains information of substantial commercial value to Auralis. The Licensee further acknowledges that unauthorised access to, disclosure, reproduction, use or exploitation of such Confidential Information may cause material commercial, financial and reputational harm to Auralis and may prejudice Auralis's legitimate proprietary interests.
10.2 The Licensee must keep all Confidential Information strictly confidential and must not, directly or indirectly, disclose, communicate, reproduce, copy, publish, distribute, provide access to, use or otherwise exploit any Confidential Information except to the extent reasonably necessary to exercise the rights expressly granted to the Licensee under these Terms or as otherwise expressly authorised by Auralis in writing. The Licensee must not disclose Confidential Information to any third party unless such disclosure is expressly permitted under these Terms or is otherwise authorised by Auralis in writing.
10.3 The Licensee must implement and maintain reasonable and appropriate administrative, technical and physical safeguards designed to protect Confidential Information against unauthorised access, use, copying, disclosure, alteration, loss, theft or misuse. The Licensee must exercise at least the same degree of care in protecting Auralis's Confidential Information as it applies to protect its own confidential information of a similar nature and, in any event, no less than a reasonable degree of care having regard to the nature and sensitivity of the Confidential Information.
10.4 The obligations imposed by this clause do not apply to information which the Licensee can demonstrate, by contemporaneous written records or other satisfactory evidence:
(a) was lawfully known to and in the lawful possession of the Licensee before its disclosure by or on behalf of Auralis and was not subject to any obligation of confidentiality;
(b) becomes generally available to the public other than as a result of any act or omission of the Licensee or any person to whom the Licensee has disclosed the information;
(c) is independently developed by the Licensee without access to, reference to or use of Auralis's Confidential Information; or
(d) is lawfully obtained by the Licensee from a third party who was lawfully entitled to disclose that information and who did not impose any obligation of confidentiality in respect of it.
Information will not cease to constitute Confidential Information merely because individual elements of that information are publicly available or known, where the
particular combination, arrangement, compilation or application of those elements remains confidential or proprietary to Auralis.
10.5 Where the Licensee is required by law, court order or a lawful direction of a competent governmental or regulatory authority to disclose any Confidential Information, the Licensee must, to the extent legally permitted, give Auralis prior written notice of the proposed disclosure and provide Auralis with reasonable details of the circumstances giving rise to the requirement. The Licensee must, to the extent reasonably practicable and lawful, cooperate with any reasonable steps requested by Auralis to challenge, limit or otherwise protect the confidentiality of the relevant information. Where disclosure is legally required, the Licensee must disclose no more of the Confidential Information than is strictly required for the purpose of complying with the applicable legal obligation.
10.6 The obligations contained in this clause survive the expiry, termination or cessation of the Licence and continue for so long as the relevant information remains confidential or proprietary or otherwise continues to be protected by applicable law. Nothing in the expiry or termination of the Licence releases the Licensee from any continuing obligation of confidentiality in respect of information that remains confidential or proprietary after the Licence has ended.
11. ACCOUNT, CREDENTIALS AND SECURITY
11.1 Where access to the Auralis System requires the creation or use of an account, the Licensee must provide information that is accurate, complete and not misleading and must ensure that such information remains accurate and current throughout the Licence Period. The Licensee must promptly update any information that becomes inaccurate, incomplete or out of date and must not create or maintain an account using false, misleading or materially incomplete information.
11.2 The Licensee is responsible for maintaining the confidentiality and security of all account credentials, including usernames, passwords, authentication codes and other credentials or access mechanisms issued to or established by the Licensee in connection with the Auralis System. The Licensee must take reasonable precautions to prevent its credentials
from being disclosed, copied, compromised or used by any unauthorised person and remains responsible for all activity conducted through its account to the extent attributable to the Licensee's act or omission.
11.3 The Licensee must not disclose, share, transfer, lend or otherwise make its account credentials available to any other tutor, teacher, business, organisation, student or other unauthorised person, nor permit any such person to access or use the Auralis System through the Licensee's account. Where access is required by another authorised user, the Licensee must ensure that the relevant person has the appropriate account, licence or other authorisation required by Auralis.
11.4 The Licensee must notify Auralis promptly upon becoming aware of, or having reasonable grounds to suspect, any unauthorised access to or use of its account, compromise or disclosure of its credentials, or unauthorised access to, copying, disclosure, loss or misuse of any Licensed Materials or Confidential Information accessible through the account. The Licensee must provide Auralis with such information and reasonable cooperation as Auralis may reasonably require to investigate, contain and address the relevant security incident.
11.5 Auralis may implement and maintain reasonable security, authentication and access-control measures in connection with the Auralis System and may, where reasonably necessary to protect the Auralis System, Auralis Materials, Confidential Information, users or Auralis's legitimate business interests, reset or require the reset of account credentials, restrict or revoke access, require additional authentication or verification, or temporarily suspend an account or particular access rights. Where reasonably practicable, Auralis will seek to notify the Licensee of any material restriction or suspension and, where appropriate, take reasonable steps to restore access once the relevant security concern has been addressed. Nothing in this clause limits Auralis's rights to take immediate action to prevent or mitigate actual or suspected unauthorised access, misuse, infringement or other security risk.
12. LICENSEE RESPONSIBILITIES
The Licensee acknowledges and agrees that the rights granted under these Terms and Conditions are subject to the Licensee's proper and lawful conduct in connection with the
Auralis System and the Licensee's own teaching and business activities. Without limiting any other obligation imposed on the Licensee under these Terms, the Licensee must:
(a) access and use the Auralis System and Licensed Materials lawfully, responsibly and strictly in accordance with these Terms and Conditions, the applicable Tutor Licence and any reasonable instructions or requirements communicated by Auralis from time to time;
(b) comply, at its own cost and responsibility, with all applicable laws, regulations, professional requirements and regulatory obligations relating to its teaching activities, business operations and dealings with Students, including any requirements concerning the delivery of education, consumer protection, privacy, child safety, safeguarding, health and safety, taxation and business licensing, to the extent applicable to the Licensee;
(c) exercise appropriate professional skill, care and judgment in delivering tuition and in determining how the Auralis System and Licensed Materials are applied in particular teaching circumstances. The Licensee remains responsible for the manner in which tuition is delivered and for making any professional or pedagogical decisions concerning an individual Student;
(d) remain solely responsible for its own business operations and for its contractual, commercial and other dealings with Students, including the terms upon which it provides tuition, the fees it charges, the services it provides, its representations to Students and its compliance with any legal obligations arising from those dealings. Except as expressly stated in these Terms, Auralis is not a party to, and does not assume responsibility for, any agreement or arrangement between the Licensee and a Student;
(e) obtain and maintain, at its own cost and responsibility, all licences, registrations, approvals, permissions, consents, authorisations, qualifications and other requirements necessary for the Licensee to conduct its business and teaching activities and to lawfully provide tuition to its Students;
(f) ensure that all representations, statements, advertising, promotional material and other communications made by or on behalf of the Licensee concerning Auralis, the Auralis System, the Licensed Materials, the nature or scope of the Tutor Licence or any anticipated outcomes are accurate, not misleading and consistent with information authorised or provided by Auralis. The Licensee must not make any representation, guarantee or promise on behalf of Auralis or attribute to Auralis any statement, outcome or commitment that has not been expressly authorised by Auralis;
(g) not represent, expressly or impliedly, that the Licensee is an employee, partner, joint venturer, agent, representative or legal representative of Auralis, or otherwise has authority to bind Auralis or incur any liability on Auralis's behalf. The Licensee must not enter into any commitment, make any undertaking or provide any representation purporting to bind Auralis without Auralis's prior written authority;
(h) maintain appropriate and reasonable safeguards over all Licensed Materials, Auralis Intellectual Property and Confidential Information in the Licensee's possession, custody or control and take reasonable measures to prevent unauthorised access, copying, disclosure, distribution, loss, misuse or exploitation of those materials or information; and
(i) promptly notify Auralis upon becoming aware of any material unauthorised access to, use, copying, disclosure, distribution or exploitation of the Auralis System, Licensed Materials, Auralis Intellectual Property or Confidential Information and provide such information and reasonable assistance as Auralis may reasonably require to investigate, contain and address the relevant matter.
13. EDUCATIONAL NATURE OF THE AURALIS SYSTEM
The Auralis System comprises an educational curriculum, teaching methodology and associated instructional framework intended to support music education, teaching practice, student engagement and performance-related development. The Auralis System is provided for educational purposes and is not intended to constitute a substitute for individualised professional advice, assessment, treatment or services falling outside the scope of music education.
14. EDUCATIONAL OUTCOMES
14.1 The Licensee acknowledges and agrees that educational and musical outcomes are dependent upon a range of circumstances and factors that are outside Auralis's reasonable control, including, without limitation, the individual ability, aptitude, circumstances and level of engagement of a Student, the quality and consistency of teaching and implementation, attendance, participation, practice, adherence to the Auralis System and other individual or external circumstances. The Licensee acknowledges that the Auralis System is an educational framework and does not operate as a mechanism capable of ensuring any predetermined or uniform outcome for every Student or Licensee.
14.2 Except to the extent that Auralis has expressly represented otherwise in writing or to the extent that a particular representation, warranty or guarantee cannot lawfully be excluded, restricted or modified under applicable law, Auralis does not represent, warrant or guarantee that access to or use of the Auralis System will produce any particular educational, musical, behavioral, psychological, commercial or financial result or outcome. The Licensee acknowledges that any decision to acquire or use a Tutor Licence is made having regard to the inherent variability of educational outcomes and the factors identified in clause 14.1.
14.3 Any examples, illustrations, testimonials, case studies, demonstrations, performance results or statements concerning actual or potential outcomes associated with the Auralis System are provided for illustrative or informational purposes only and must not be understood as a representation, warranty or guarantee that the same or a substantially similar outcome will be achieved by any particular Licensee or Student. Individual outcomes may vary materially according to the circumstances and factors applicable to the relevant Licensee or Student.
15. FEES AND PAYMENT
15.1 The Licensee must pay to Auralis the Licence Fee specified for the Tutor Licence selected by the Licensee at the time of purchase. The applicable Licence Fee will be the amount displayed or otherwise communicated by Auralis to the Licensee before completion of the relevant purchase transaction.
15.2 Unless otherwise expressly agreed by Auralis in writing, the applicable Licence Fee is payable in full at the time of purchase. The Licensee's obligation to pay the Licence Fee is subject to any rights, remedies or protections available to the Licensee under applicable law.
15.3 Auralis may engage third-party payment processors, payment gateways or other service providers to facilitate the processing of payments. The processing of a transaction may
be subject to the terms, conditions and privacy practices of the relevant payment service provider. Auralis is not responsible for any delay, failure or interruption in payment processing attributable to the relevant third-party payment provider, except to the extent otherwise required by applicable law.
15.4 Where a payment is unsuccessful, declined, reversed, dishonoured, charged back or otherwise not received by Auralis in cleared funds, Auralis may, subject to applicable law and any rights or remedies available to the Licensee, decline to activate the relevant Tutor Licence or restrict, suspend or otherwise limit access to the Auralis System until the outstanding amount has been satisfactorily resolved.
15.5 Auralis may determine and vary the Licence Fees applicable to future purchases, additional licences, upgrades or renewal periods from time to time. Any revised fee will apply only to the relevant future transaction or renewal and will be disclosed or made available to the Licensee before the Licensee is required to complete that transaction.
15.6 Unless expressly stated otherwise at the time of purchase or required by applicable law, the Licence Fee does not include any taxes, duties, government charges or other amounts that may be imposed in connection with the Licensee's purchase or use of the Tutor Licence. Where Auralis is required by law to collect or remit any such amount, the applicable amount may be charged to the Licensee in addition to the Licence Fee.
15.7 Nothing in this clause is intended to exclude, restrict or modify any right of the Licensee to a refund, replacement, cancellation or other remedy that cannot lawfully be excluded, restricted or modified under applicable law, including any applicable rights under the Australian Consumer Law.
16. DELIVERY AND AVAILABILITY
16.1 Subject to the Licensee's payment of the applicable Licence Fee and continuing compliance with these Terms and Conditions, Auralis will use reasonable endeavors to
make the Auralis System and the Licensed Materials applicable to the relevant Tutor Licence available to the Licensee during the Licence Period.
16.2 The Licensee acknowledges and agrees that access to and use of the Auralis System may depend upon the availability and proper functioning of internet connectivity, telecommunications networks, hosting and cloud service providers, email services, payment processors, authentication and security systems, software, browsers, devices, third-party platforms and other services or infrastructure that may be outside Auralis's control. The Licensee is responsible for maintaining the equipment, connectivity, software and other facilities reasonably necessary to access and use the Auralis System.
16.3 To the maximum extent permitted by applicable law, Auralis does not warrant or represent that access to the Auralis System will be uninterrupted, continuously available, timely, secure or entirely free from delay, technical fault, defect, error or interruption. Auralis does not guarantee that the Auralis System will be compatible with every device, operating system, browser, software environment, internet connection or third-party platform.
16.4 Auralis may temporarily suspend, restrict, disable or otherwise limit access to the Auralis System or any part of it where Auralis reasonably considers this necessary or desirable for maintenance, upgrades, security, investigation or remediation of technical issues, protection of the Auralis System or its users, prevention or investigation of actual or suspected misuse or unauthorised access, compliance with applicable law or regulatory requirements, or circumstances beyond Auralis's reasonable control. Where reasonably practicable, Auralis will seek to minimise the duration and operational impact of any such suspension or restriction.
16.5 Where a material interruption to access arises from circumstances within Auralis's reasonable control, Auralis will use reasonable endeavors to investigate the cause of the interruption and restore the affected service within a reasonable period having regard to the nature, severity and cause of the interruption. The Licensee acknowledges that restoration may depend upon matters outside Auralis's reasonable control, including the
availability and performance of third-party service providers and technical infrastructure.
16.6 Nothing in this clause entitles the Licensee to treat a temporary interruption, suspension or restriction of access as a breach of these Terms and Conditions where the interruption, suspension or restriction occurs for a purpose or in circumstances contemplated by these Terms and Conditions.
17. THIRD-PARTY MATERIALS AND SERVICES
17.1 The Auralis System may, from time to time, incorporate, utilise, reference, link to or otherwise depend upon materials, content, software, technology, platforms, products or services provided by third parties (Third-Party Materials and Services). Such Third-Party Materials and Services may be necessary or desirable for the operation, delivery, functionality or accessibility of certain aspects of the Auralis System.
17.2 As between Auralis and the Licensee, all right, title and interest in and to any Third-Party Materials and Services, including any Intellectual Property Rights subsisting in or relating to them, remain vested in the relevant third-party owner or rights holder. Nothing in these Terms transfers or purports to transfer any ownership or proprietary interest in any Third-Party Materials and Services to the Licensee.
17.3 Where the Licensee's access to or use of any Third-Party Materials and Services is subject to additional terms, conditions, licences, usage restrictions or other requirements imposed by the relevant third-party provider, the Licensee must comply with those requirements to the extent they are applicable to the Licensee and are communicated or made reasonably available to it. The Licensee acknowledges that Auralis may be unable to vary or control the terms imposed by such third-party providers.
17.4 Auralis may engage, appoint or utilise third-party providers in connection with the operation, delivery, administration and support of its business and the Auralis System,
including providers of payment processing, hosting, cloud storage, data storage, communications, authentication, security, software, website infrastructure, analytics and other technology or business services. The engagement of such providers does not, of itself, create any contractual relationship between the Licensee and the relevant provider, except where the relevant provider's terms expressly provide otherwise.
17.5 To the maximum extent permitted by applicable law, Auralis is not responsible for any delay, interruption, unavailability, malfunction, error or failure of a Third-Party Material or Service to the extent that the relevant matter arises from circumstances outside Auralis's reasonable control. Where reasonably practicable, Auralis will use reasonable endeavors to address any material impact on the Auralis System arising from such circumstances.
18. CANCELLATION, REFUNDS AND CONSUMER RIGHTS
18.1 Subject to any rights or protections available to the Licensee under applicable law, the Licensee is responsible for satisfying itself, prior to completing a purchase, that the Tutor Licence selected is appropriate and suitable for its intended requirements, including the scope of use, permitted users, Licence Period and functionality applicable to that Tutor Licence. The Licensee should carefully consider the information made available by Auralis before completing the relevant purchase.
18.2 Subject to any applicable statutory right or remedy, or any cancellation or credit policy expressly offered by Auralis, the Licensee is not entitled to a refund solely because, after completing the purchase, it decides not to use the Auralis System, ceases or reduces its use of the Auralis System, does not use all or any part of the Licensed Materials, or does not achieve a particular educational, musical, commercial or other outcome. This clause does not apply to any circumstance in which the Licensee is otherwise entitled to a refund, cancellation or other remedy under applicable law.
18.3 Where the Australian Consumer Law or any other applicable law requires Auralis to provide a refund, replacement, re-supply, cancellation right, compensation, repair or
other remedy in respect of the Auralis System, Licensed Materials or Tutor Licence, Auralis will provide the remedy required by law.
19. CHANGES TO THE AURALIS SYSTEM
19.1 Auralis may, from time to time and in the ordinary course of developing, maintaining and operating its business, update, enhance, modify, replace, reconfigure or discontinue particular features, components, materials, functionality, delivery methods or other aspects of the Auralis System. Such changes may be made for the purposes of improving the Auralis System, maintaining its functionality, responding to technological developments, addressing user or operational requirements, or otherwise supporting the continued development and operation of Auralis's business.
19.2 Subject to applicable law, Auralis will use reasonable endeavours to ensure that any changes made to the Auralis System during an existing paid Licence Period do not materially deprive the Licensee of the principal benefit of the Tutor Licence purchased by the Licensee. The Licensee acknowledges that the Auralis System may evolve over time and that individual features, components, materials, methods of delivery or functionalities may be amended, replaced or discontinued where the principal benefit of the applicable Tutor Licence is not thereby materially affected.
19.3 Notwithstanding clause 19.2, Auralis may implement any change to the Auralis System where Auralis reasonably considers that the change is necessary or desirable to comply with applicable law or regulatory requirements, address a security or privacy risk, remedy a technical issue or vulnerability, maintain the integrity or security of the Auralis System, respond to changes in technology or third-party services, or address circumstances affecting the continued operation of the Auralis System.
19.4 Any material amendment to these Terms and Conditions that Auralis intends to apply to a future purchase, upgrade or renewal will be presented to the Licensee or otherwise made reasonably available to the Licensee before the relevant transaction is completed. A change to these Terms and Conditions will not, merely by reason of its introduction, retrospectively alter the contractual terms applicable to a Tutor Licence already
purchased during the term of the Licence Period, except where the change is required by applicable law or is otherwise expressly permitted under these Terms and Conditions.
20. SUSPENSION
20.1 Auralis may, by written notice to the Licensee or, where circumstances reasonably require, without prior notice, suspend, restrict, disable or otherwise limit the Licensee's access to the Auralis System or any part of the Licensed Materials where Auralis reasonably believes that:
(a) the Licensee has materially breached, or is reasonably suspected of materially breaching, these Terms and Conditions;
(b) the Licensee has engaged in, or has permitted or facilitated, any unauthorised copying, reproduction, disclosure, distribution, publication, transmission or commercial exploitation of the Auralis System, Licensed Materials or Auralis Intellectual Property;
(c) the Licensee has permitted or facilitated unauthorised access to the Auralis System, its account, Licensed Materials or any other resources made available under the Tutor Licence;
(d) any Licence Fee or other amount properly payable to Auralis has not been received in cleared funds and remains outstanding;
(e) the Licensee has circumvented, or attempted to circumvent, any Licence limitation, access control, authentication mechanism, security measure or other restriction applicable to the Tutor Licence or Auralis System;
(f) the security, integrity, availability or proper operation of the Auralis System or any related system, infrastructure or service is at material risk; or
(g) immediate action is reasonably necessary to protect Auralis's Intellectual Property, Confidential Information, systems, users, third-party service providers or other legitimate business interests, or to prevent or mitigate actual or reasonably suspected misuse, unauthorised access or other conduct capable of causing material harm to Auralis.
20.2 Where the circumstances giving rise to a suspension are capable of remedy and immediate suspension is not reasonably necessary, Auralis will, where reasonably practicable and appropriate having regard to the nature and seriousness of the relevant circumstances, provide the Licensee with reasonable notice of the breach or other grounds for suspension and a reasonable opportunity to remedy the relevant matter. The period allowed for remedy will be determined having regard to the nature of the breach and the potential risk or harm arising from it.
20.3 Notwithstanding clause 20.2, Auralis may suspend or restrict access without prior notice where Auralis reasonably considers that immediate action is necessary to prevent or mitigate material harm, protect its Intellectual Property or Confidential Information, preserve the security or integrity of the Auralis System, prevent unauthorised access or use, comply with applicable law, or otherwise protect Auralis's legitimate interests. Where reasonably practicable, Auralis will notify the Licensee of the suspension and the general reason for it as soon as reasonably practicable after the suspension takes effect.
20.4 A suspension or restriction under this clause is a temporary measure and does not, of itself, constitute termination or expiry of the Tutor Licence. Unless and until Auralis terminates the Tutor Licence in accordance with these Terms and Conditions, the contractual relationship between Auralis and the Licensee will continue, subject to any applicable suspension or restriction.
20.5 Where the circumstances giving rise to a suspension are satisfactorily remedied and Auralis reasonably determines that the relevant risk has been addressed, Auralis may restore the Licensee's access to the Auralis System, subject to any conditions that are reasonably necessary to prevent recurrence of the relevant breach or security concern. Nothing in this clause requires Auralis to restore access where the circumstances give rise to a separate right of termination under these Terms.
20.6 Nothing in this clause limits or excludes any right or remedy available to Auralis under these Terms and Conditions or applicable law, including any right to terminate the Tutor Licence, seek injunctive or other equitable relief, or pursue any other remedy available in
respect of an actual or threatened breach of these Terms and Conditions or infringement of Auralis's Intellectual Property Rights.
21. TERMINATION
21.1 Either party may terminate the Tutor Licence by written notice to the other party where the other party commits a material breach of these Terms and Conditions and, where the relevant breach is capable of remedy, fails to remedy that breach within a reasonable period after receiving written notice specifying the nature of the breach and requiring it to be remedied. The period allowed for remedy will be reasonable having regard to the nature and seriousness of the breach and the circumstances in which it occurred.
21.2 Notwithstanding clause 21.1, Auralis may terminate the Tutor Licence with immediate effect by written notice to the Licensee where the Licensee:
(a) deliberately or materially infringes, misappropriates or otherwise unlawfully exploits any Auralis Intellectual Property or Intellectual Property Rights;
(b) commits a material breach of its confidentiality obligations under these Terms and Conditions, including any unauthorised disclosure, use or exploitation of Auralis's Confidential Information;
(c) intentionally reproduces, copies, distributes, publishes, transmits, commercialises or otherwise exploits any Licensed Materials or other proprietary materials without the authorisation required under these Terms and Conditions;
(d) deliberately circumvents or attempts to circumvent any material Licence restriction, access control, security measure or other limitation imposed under these Terms and Conditions;
(e) engages in fraud, dishonesty or deliberate misconduct in connection with the Tutor Licence, the Auralis System, Auralis or its business; or
(f) engages in conduct which Auralis reasonably considers creates a serious and immediate risk of material harm to Auralis's business, reputation, systems, Intellectual Property, Confidential Information, users or legitimate commercial interests.
21.3 Auralis may terminate the Tutor Licence by written notice where Auralis reasonably determines that continued provision of the Auralis System or Licensed Materials to the Licensee would be unlawful, would require Auralis to act in contravention of an applicable legal or regulatory requirement, or would expose Auralis to material legal, regulatory or compliance risk that cannot reasonably be addressed by other means. Where reasonably practicable, Auralis will provide the Licensee with notice of the circumstances giving rise to such termination.
21.4 Expiry or termination of the Tutor Licence, for any reason, does not affect any right, remedy, obligation or liability accrued by either party before the effective date of expiry or termination, nor does it affect any provision of these Terms and Conditions which is expressed or intended, by its nature, to survive expiry or termination.
21.5 Upon expiry or termination of the Tutor Licence, the Licensee must immediately cease accessing and using the Auralis System and all Licensed Materials, except to the extent that continued access or use is expressly permitted by Auralis or required by applicable law. The Licensee must also cease representing itself as an authorised Auralis Licensee and, subject to any applicable legal retention requirement, return, delete or permanently destroy Auralis Confidential Information and Licensed Materials in its possession or control as reasonably directed by Auralis.
21.6 Expiry or termination of the Tutor Licence does not confer upon the Licensee any continuing right to access, use, reproduce, retain, distribute, commercialise or otherwise exploit the Auralis System, Licensed Materials or Auralis Intellectual Property. All rights granted to the Licensee under the Tutor Licence cease immediately upon its expiry or termination.
21.7 Nothing in this clause limits any right or remedy otherwise available to Auralis under these Terms and Conditions or applicable law in respect of any actual or threatened breach, infringement, unauthorised use or other conduct occurring before or after expiry
or termination, including the right to seek urgent injunctive or other equitable relief where appropriate.
22. CONSEQUENCES OF EXPIRY OR TERMINATION
22.1 Upon the expiry or termination of the Tutor Licence for any reason, all rights, permissions and authorisations granted to the Licensee under these Terms and Conditions immediately cease, except to the extent that Auralis expressly agrees otherwise in writing or a right is required to continue by applicable law.
22.2 The Licensee must, immediately upon the expiry or termination of the Tutor Licence, cease accessing and using the Auralis System and all Licensed Materials and must not thereafter represent, expressly or impliedly, that it remains an authorised Licensee of Auralis or has any continuing right, licence or authority to access, use or otherwise exploit the Auralis System, Licensed Materials or Auralis Intellectual Property.
22.3 The Licensee must immediately cease providing, displaying, communicating, distributing or otherwise making any Licensed Materials available to Students or any other person, except to the extent that Auralis expressly authorises such continued use in writing or such continued use is otherwise required or permitted by applicable law.
22.4 Upon Auralis's reasonable written request, the Licensee must promptly return to Auralis or securely delete and permanently destroy all Licensed Materials, Confidential Information and other proprietary materials belonging to or supplied by Auralis that remain in the Licensee's possession or control, including copies or reproductions of those materials. Where reasonably requested by Auralis, the Licensee must confirm in writing that it has complied with this obligation.
22.5 Any provision of these Terms and Conditions which, expressly or by its nature, is intended to continue after expiry or termination will survive and remain binding notwithstanding such expiry or termination, including provisions relating to ownership
and Intellectual Property Rights, confidentiality, prohibited conduct and use restrictions, liability, indemnity, accrued rights and obligations, and any other provision necessary to give effect to rights or obligations intended to survive.
22.6 Expiry or termination of the Tutor Licence does not limit or prejudice any right, remedy or liability accrued by either party before the effective date of expiry or termination, nor does it prevent Auralis from taking any action available under these Terms and Conditions or applicable law in respect of any unauthorised access, use, disclosure, reproduction, exploitation or other conduct occurring before or after expiry or termination.
23. INJUNCTIVE AND OTHER RELIEF
23.1 The Licensee acknowledges and agrees that a breach of these Terms and Conditions involving the unauthorised copying, reproduction, disclosure, distribution, access, use or exploitation of the Auralis System, Auralis Materials, Licensed Materials, Auralis Intellectual Property or Confidential Information may cause Auralis substantial and continuing commercial, proprietary or other harm, the nature and extent of which may be difficult to quantify or adequately compensate by an award of monetary damages alone. The Licensee further acknowledges that the protection of Auralis's Intellectual Property and Confidential Information is a material and fundamental aspect of the contractual relationship between Auralis and the Licensee.
23.2 Nothing in these Terms and Conditions limits or prevents Auralis from seeking or pursuing any remedy or relief available to it at law or in equity in respect of any actual or threatened breach of these Terms and Conditions or infringement or threatened infringement of Auralis's rights, including interlocutory, interim or permanent injunctive relief, specific performance, damages, an account of profits, delivery up, destruction or other appropriate relief. Auralis may seek such relief in addition to, or independently of, any other remedy available to it.
23.3 The rights and remedies available to Auralis under these Terms are cumulative and are not intended to exclude or limit any other rights or remedies available to Auralis under applicable law.
24. INDEMNITY
24.1 The Licensee shall indemnify and hold harmless Auralis and its officers, employees and contractors (each an Indemnified Party) from and against any loss, damage, liability, claim, demand, proceeding, cost, charge or reasonable expense suffered or incurred by an Indemnified Party arising directly out of or in connection with:
(a) any material breach of these Terms and Conditions by the Licensee;
(b) any unauthorised access to, use, reproduction, copying, disclosure, distribution, publication, transmission, commercialisation or other exploitation by the Licensee of the Auralis System, Auralis Materials or Licensed Materials, or any conduct by the Licensee that infringes or misappropriates Auralis's Intellectual Property Rights;
(c) any wilful misconduct, fraud, unlawful conduct, negligence or material omission by the Licensee, or by any person acting on its behalf or under its control, in connection with the Tutor Licence or the Licensee's use of the Auralis System;
(d) any breach by the Licensee of an applicable law or regulatory requirement in connection with its business, teaching activities, dealings with Students or use of the Tutor Licence; or
(e) any claim, demand, proceeding or action brought by a third party against an Indemnified Party arising directly from the Licensee's use of the Auralis System or Licensed Materials in a manner that is contrary to these Terms and Conditions, the scope of the Tutor Licence or applicable law.
24.2 The indemnity in clause 24.1 applies only to the extent that the relevant loss, damage, liability, claim, cost or expense is caused by, or results from, the matters specified in that clause and does not apply to the extent that the relevant loss, liability or expense was directly caused by Auralis's own negligence, wilful misconduct or material breach of
these Terms and Conditions. For the avoidance of doubt, the Licensee is not responsible under this indemnity for loss or liability to the extent that it results from an act or omission of Auralis that independently caused or materially contributed to the relevant loss or liability.
24.3 Auralis must take reasonable steps to mitigate any loss for which it seeks recovery under this clause, having regard to the circumstances giving rise to the loss and the nature of the relevant claim. Nothing in this clause requires Auralis to take any step that would materially prejudice its legal or commercial position, incur disproportionate cost or otherwise be unreasonable in the circumstances.
24.4 Where Auralis becomes aware of a third-party claim to which clause 24.1(e) may apply, Auralis will, where reasonably practicable, provide the Licensee with reasonable notice of the claim and permit the Licensee to provide reasonable assistance in responding to the claim, provided that Auralis retains control over the conduct, defence and settlement of the claim. The Licensee must not admit liability, make any representation on behalf of Auralis or settle any such claim without Auralis's prior written consent.
24.5 Auralis's rights under this clause are cumulative and are in addition to any other rights or remedies available to Auralis under these Terms and Conditions or applicable law.
25. LIMITATION OF LIABILITY
25.1 Auralis will not be liable for any loss, damage, cost or expense to the extent that such loss, damage, cost or expense is caused or contributed to by:
(a) any breach of these Terms and Conditions by the Licensee;
(b) any misuse, unauthorised use or use outside the scope of the Tutor Licence by the Licensee of the Auralis System, Auralis Materials or Licensed Materials;
(c) any unauthorised access to, disclosure, copying, distribution or other misuse of the Auralis System, Licensed Materials or Confidential Information arising from any act or omission of the Licensee or any person for whom the Licensee is responsible;
(d) any act or omission of an Active Student or other third party to the extent that the Licensee was responsible for, or had reasonable control over, that person's access to or use of the Auralis System or Licensed Materials; or
(e) any event, circumstance, delay, interruption, failure or other matter arising from causes beyond Auralis's reasonable control.
25.2 To the maximum extent permitted by applicable law, Auralis will not be liable to the Licensee for any indirect, consequential, special or incidental loss or damage, or for any loss of opportunity, anticipated savings, revenue, income, profit, business, goodwill or reputation, arising out of or in connection with the Tutor Licence, the Auralis System or the Licensee's use of the Licensed Materials, whether arising in contract, tort (including negligence), statute or otherwise. This includes any loss arising solely from the Licensee's failure to achieve an anticipated or expected educational, musical, behavioral, commercial or financial result from its use of the Auralis System.
25.3 Nothing in these Terms is intended to exclude, restrict, limit or otherwise modify the operation of the Australian Consumer Law where it applies. Where the Australian Consumer Law or any other applicable law confers upon the Licensee a right, guarantee, warranty or remedy that cannot lawfully be excluded or limited, that right, guarantee, warranty or remedy will continue to apply notwithstanding anything contained in these Terms and Conditions.
25.4 To the extent permitted by applicable law, where Auralis is liable for a failure to comply with a consumer guarantee or other obligation in relation to services supplied under the Tutor Licence and the applicable law permits Auralis to limit its liability, Auralis may elect to remedy the relevant failure by supplying the services again or by paying the reasonable cost to the Licensee of having the relevant services supplied again.
25.5 Each limitation or exclusion contained in this clause operates independently and is to be applied to the maximum extent permitted by applicable law. If any particular limitation or exclusion is found to be unenforceable or incapable of application in a particular circumstance, that finding will not affect the operation of any other limitation or exclusion to the extent that it remains lawful and enforceable.
26. PRIVACY AND PERSONAL INFORMATION
26.1 Auralis may collect, hold, use and disclose personal information relating to the Licensee and, where applicable, other individuals in connection with the Licensee's use of the Auralis System, to the extent reasonably necessary for the purposes of establishing and administering the Licensee's account, processing and administering transactions and payments, providing, operating, maintaining and improving the Auralis System, communicating with the Licensee, providing customer and technical support, maintaining the security and integrity of the Auralis System, detecting and preventing fraud, misuse or unauthorised access, complying with applicable legal and regulatory obligations, and otherwise conducting Auralis's business in accordance with applicable law.
26.2 Auralis's collection, holding, use and disclosure of personal information is governed by Auralis's Privacy Policy, as amended or updated from time to time in accordance with applicable law. The Privacy Policy forms part of the information provided to the Licensee concerning Auralis's handling of personal information and should be read together with these Terms and Conditions. To the extent of any inconsistency between these Terms and Conditions and the Privacy Policy concerning the handling of personal information, the Privacy Policy will apply to the extent necessary to ensure compliance with applicable privacy laws.
26.3 Where the Licensee provides, submits or otherwise makes available to Auralis any personal information relating to a Student, parent, guardian or other individual, the Licensee represents and warrants, to the extent permitted by law, that it is lawfully entitled and authorised to provide that information to Auralis for the relevant purpose and that it has complied with all applicable privacy, data protection and consent
requirements applicable to its collection and disclosure of that information. The Licensee must not provide personal information to Auralis where doing so would breach any applicable law, privacy obligation, contractual obligation or duty owed to the relevant individual.
26.4 The Licensee must not provide Auralis with sensitive information or other personal information that is excessive, irrelevant or unnecessary for the purpose for which it is being provided. Where the Licensee considers that the provision of personal information, including sensitive information, is reasonably necessary for a particular purpose, the Licensee must ensure that it is lawfully authorised to collect and disclose that information and that any consent, notice or other requirement applicable to its provision has been appropriately satisfied.
26.5 The Licensee acknowledges that, depending upon the nature of the Auralis System and the services provided by Auralis, Auralis may engage third-party service providers to process or store personal information on Auralis's behalf, including providers of hosting, cloud storage, payment processing, communications, authentication, analytics, security and other technology services. Auralis will manage such information in accordance with its Privacy Policy and applicable privacy laws.
26.6 The Licensee must promptly notify Auralis if it becomes aware of any actual or suspected unauthorised access to, disclosure, loss, misuse or compromise of personal information provided to Auralis by or on behalf of the Licensee, to the extent that the relevant matter may affect Auralis, the Auralis System or any individual whose personal information has been provided. The Licensee must provide reasonable assistance and information to Auralis in connection with investigating and responding to the relevant incident.
26.7 Nothing in this clause limits or excludes any obligation imposed on Auralis or the Licensee under applicable privacy or data protection laws.
27. MARKETING AND COMMUNICATIONS
27.1 Auralis may communicate with the Licensee by email, telephone, SMS, through the Auralis System, website, online account or by any other reasonable means for purposes relating to the establishment, administration and performance of the Tutor Licence and the contractual relationship between Auralis and the Licensee. Such communications may include transaction confirmations, account and access information, service and operational notices, security alerts, technical or administrative communications, changes to these Terms and Conditions or the Auralis System, payment-related communications, and other information that Auralis reasonably considers necessary or appropriate in connection with the Tutor Licence or the Licensee's use of the Auralis System.
27.2 Auralis may send the Licensee promotional, advertising or other marketing communications concerning Auralis, the Auralis System, related products, services, programmes or other offerings only to the extent permitted by applicable law and where any consent, authority or other lawful basis required for such communications has been obtained or otherwise exists. Where applicable law provides the Licensee with a right to withdraw consent or unsubscribe from marketing communications, Auralis will provide an appropriate mechanism for exercising that right.
27.3 The Licensee acknowledges that acceptance of these Terms and Conditions constitutes acceptance of contractual and administrative communications reasonably required for the establishment, administration and performance of the Tutor Licence, but does not, of itself, constitute consent to receive promotional or marketing communications where separate consent or another specific lawful basis is required by applicable law.
27.4 The Licensee must ensure that the contact details and other communication information provided to Auralis are accurate and kept reasonably current. The Licensee acknowledges that Auralis may rely on the contact details recorded in the Licensee's account for the purpose of sending notices, communications and other information relating to the Tutor Licence.
27.5 Auralis may use third-party service providers for the delivery, administration and management of communications, including email, messaging, customer relationship management and other communication services, subject to applicable law and Auralis's Privacy Policy.
28. FORCE MAJEURE
28.1 Auralis will not be liable for any delay, interruption or failure to perform, or for any inability to perform, any obligation under these Terms and Conditions to the extent that such delay, interruption, failure or inability arises from or is caused by circumstances beyond Auralis's reasonable control. Such circumstances may include significant or prolonged telecommunications, internet, hosting or technology failures; cyber incidents, cyber-attacks or security incidents; failures or disruptions affecting critical infrastructure or technology systems; natural disasters; fire, flood, storm, earthquake or other acts of nature; epidemic or pandemic events; governmental or regulatory action, restriction or intervention; industrial disputes, strikes or labour disruptions; war, armed conflict, terrorism or civil disturbance; acts or omissions of third-party service providers; widespread utility or power failures; or any other circumstance of a similar nature that could not reasonably have been prevented, avoided or overcome by Auralis.
28.2 Where an event contemplated by clause 28.1 occurs, Auralis will use reasonable endeavours, having regard to the nature and severity of the circumstances, to mitigate the effects of the relevant event, minimise any resulting disruption to the Auralis System and resume or restore any affected services or performance as soon as reasonably practicable. Auralis will not be required to take measures that are commercially unreasonable, disproportionate to the circumstances or inconsistent with its legal or security obligations.
28.3 To the extent reasonably practicable, Auralis may notify the Licensee where a force majeure event is expected to materially affect the availability or performance of the Auralis System or Auralis's ability to perform a material obligation under these Terms and Conditions. The absence of such notice will not, of itself, prevent Auralis from relying upon this clause where the requirements of clause 28.1 are otherwise satisfied.
28.4 The occurrence of a circumstance contemplated by clause 28.1 does not, of itself, relieve the Licensee of any obligation that is capable of being performed notwithstanding the relevant circumstance, including any obligation to pay amounts that became due and payable before the relevant event occurred, subject always to any rights or remedies available to the Licensee under applicable law.
29. ASSIGNMENT AND TRANSFER
29.1 The Licensee must not, without Auralis's prior written consent, assign, transfer, novate, sublicense, encumber, declare a trust over or otherwise dispose of or deal with any of its rights or obligations under these Terms and Conditions or the Tutor Licence, whether in whole or in part. Without limiting the foregoing, the Licensee must not permit any other person or entity to acquire, exercise or otherwise use any right granted to the Licensee under the Tutor Licence except as expressly permitted by these Terms and Conditions.
29.2 Auralis may assign, transfer, novate or otherwise deal with its rights and obligations under these Terms and Conditions, in whole or in part, to a related body corporate, successor entity, purchaser or transferee of all or part of Auralis's business or assets to which these Terms and Conditions relate, or in connection with a corporate restructure, merger, acquisition or other bona fide business transaction, without requiring the Licensee's further consent. Auralis will ensure, to the extent reasonably practicable, that any such transfer does not materially diminish the substantive rights already acquired by the Licensee under a paid Tutor Licence.
29.3 Any purported assignment, transfer, novation, sublicence or other dealing by the Licensee in breach of clause 29.1 is of no force or effect and does not confer any right upon the purported transferee or other third party to access or use the Auralis System, Licensed Materials or Auralis Intellectual Property.
30. GENERAL
30.1 Entire Agreement
These Terms and Conditions, together with the applicable Tutor Licence particulars, order or purchase details, the Privacy Policy and any other document, policy or term expressly incorporated into these Terms and Conditions by reference, constitute the entire agreement between Auralis and the Licensee in relation to the subject matter of the Tutor Licence and supersede all prior discussions, communications, representations, understandings and arrangements between the parties concerning that subject matter.
The Licensee acknowledges that, in entering into the Tutor Licence, it has not relied upon any representation, statement, promise or undertaking concerning the subject matter of the Tutor Licence other than those expressly set out in these Terms and Conditions or otherwise required to be taken into account under applicable law.
30.2 Further Agreement
If, at any time after acceptance of these Terms and Conditions, Auralis and the Licensee enter into a separate written agreement dealing specifically with the same or substantially the same subject matter, that agreement will prevail to the extent of any inconsistency with these Terms and Conditions, but only in respect of the subject matter expressly addressed by that separate agreement. Unless expressly stated otherwise, all other provisions of these Terms and Conditions will continue in full force and effect.
30.3 No Waiver
No failure, delay or omission by Auralis to exercise, or any partial exercise by Auralis of, any right, power or remedy available to it under these Terms and Conditions or at law will operate as a waiver of that or any other right, power or remedy. A waiver of any provision, right or remedy is effective only if expressly given in writing by Auralis and only to the extent expressly stated in that written waiver. A waiver in relation to any particular breach or circumstance does not constitute a waiver of any subsequent breach or circumstance.
30.4 Severability
If any provision of these Terms and Conditions is determined by a court or other competent authority to be invalid, void, illegal or unenforceable, that provision will, to the extent legally permissible, be read down or modified to the minimum extent necessary to make it valid and enforceable while preserving its original commercial
purpose as far as possible. If the provision cannot lawfully be read down or modified, it will be severed from these Terms and Conditions to the extent of its invalidity or unenforceability, without affecting the validity, legality or enforceability of the remaining provisions. The parties intend that the remaining provisions continue to operate to the fullest extent permitted by law.
30.5 No Agency or Partnership
Nothing in these Terms and Conditions creates or is intended to create any partnership, joint venture, employment relationship, fiduciary relationship or agency between Auralis and the Licensee. The relationship between Auralis and the Licensee is solely that of independent contracting parties operating pursuant to the Tutor Licence.
The Licensee has no authority, whether actual, implied or apparent, to represent, act for, bind or otherwise incur any liability or obligation on behalf of Auralis, and must not represent to any person that it has such authority. The Licensee must not make any representation, commitment, warranty or undertaking on behalf of Auralis except where expressly authorised by Auralis in writing.
30.6 Electronic Communications
The Licensee consents to Auralis communicating with it electronically in connection with the Tutor Licence, including by email, through the Auralis System, through the Licensee's account or by any other electronic means using the contact details or account information supplied by the Licensee. Such communications may include contractual notices, transaction confirmations, account information, administrative communications, security notices, amendments or updates to the Auralis System or these Terms and Conditions, and other communications reasonably required in connection with the contractual relationship.
The Licensee is responsible for ensuring that the contact details maintained in its account are accurate and current and for taking reasonable steps to ensure that communications sent to those details can be received and accessed.
30.7 Legislation and Interpretation
Unless the context otherwise requires, a reference in these Terms and Conditions to any legislation, regulation, statutory instrument, code or other legislative or regulatory requirement includes that legislation, regulation, instrument, code or requirement as amended, modified, consolidated, replaced or re-enacted from time to time, together with any subordinate legislation or instrument made under it.
30.8 Further Assurance
Each party must, at its own cost, promptly execute and deliver any further document and do any further act reasonably required to give effect to the provisions of these Terms and Conditions and the transactions contemplated by them, provided that such document or act does not materially expand the rights or obligations of that party beyond those expressly contemplated by these Terms and Conditions.
30.9 No Third-Party Rights
Except where these Terms and Conditions expressly provide otherwise, a person who is not a party to the agreement between Auralis and the Licensee has no right to enforce any provision of these Terms and Conditions or otherwise claim the benefit of any provision of it.
30.10 Notices
Where these Terms and Conditions require a notice to be given in writing, the notice may, unless expressly stated otherwise, be given by email or other electronic means to the contact details maintained by the relevant party for contractual communications. A notice sent by Auralis to the most recent email address or other electronic contact details provided by the Licensee will be deemed to have been given when transmitted, provided that Auralis does not receive an automated or other notification indicating that the communication was not delivered.
31. GOVERNING LAW AND JURISDICTION
31.1 These Terms and the contractual relationship between Auralis and the Licensee are governed by and must be construed in accordance with the laws in force in New South Wales, Australia.
31.2 The parties submit to the exclusive jurisdiction of the courts of Sydney, New South Wales, Australia, and any courts competent to hear appeals from those courts.
31.3 Nothing in this clause limits Auralis's right to commence proceedings or seek urgent, interim, interlocutory or permanent injunctive or other equitable relief in any court of competent jurisdiction where Auralis reasonably considers that such relief is necessary to protect its Intellectual Property Rights, Confidential Information, the Auralis System, its business or any other legitimate proprietary or commercial interest, particularly where a breach or threatened breach may occur outside the jurisdiction specified in clause 31.2.
32. AUSTRALIAN CONSUMER LAW
32.1 Nothing in these Terms is intended to exclude, restrict, limit or modify the operation of the Australian Consumer Law, as contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth), or any other applicable legislation, to the extent that such exclusion, restriction, limitation or modification would be unlawful.
32.2 Where the Australian Consumer Law or any other applicable legislation confers upon the Licensee a consumer guarantee, statutory right, remedy or other protection that cannot lawfully be excluded, restricted or modified, that guarantee, right, remedy or protection applies notwithstanding any other provision of these Terms and Conditions.
32.3 Nothing in these Terms and Conditions constitutes, or is intended to constitute, a waiver by the Licensee of any right, guarantee, protection or remedy that cannot lawfully be waived, excluded, restricted or modified. Any provision of these Terms and Conditions is to be interpreted, to the extent reasonably possible, consistently with the requirements of the Australian Consumer Law and other applicable mandatory legislation.
32.4 The rights and remedies available to the Licensee under the Australian Consumer Law are in addition to any contractual rights expressly conferred under these Terms and Conditions, except to the extent that applicable law provides otherwise.
33. ELECTRONIC ACCEPTANCE
33.1 These Terms are intended to be accepted electronically through the purchase process made available by Auralis. Before completing a purchase for a Tutor Licence, the Licensee will be provided with reasonable access to these Terms and must have the opportunity to review them.
33.2 The Licensee's acceptance of these Terms must be given by an affirmative act, including by selecting an unticked acceptance checkbox or using another electronic acceptance mechanism designated by Auralis for that purpose.
33.3 By affirmatively accepting these Terms and completing the relevant purchase process, the Licensee acknowledges that it has read, or has had a reasonable opportunity to read, these Terms and agrees to be legally bound by them.
33.4 Auralis may retain electronic records of the Licensee's acceptance and the relevant transaction, including the date and time of acceptance, the version of these Terms accepted, the Licensee's account or identifying details and the applicable purchase and payment details. Such records may be relied upon by Auralis as evidence of the Licensee's acceptance of these Terms and the relevant transaction.
33.5 Acceptance of these Terms does not, by itself, constitute consent to receive marketing communications or consent to any separate matter for which applicable law requires a separate consent or authorisation.
SCHEDULE 1
LICENCE PARTICULARS
The commercial and operational particulars applicable to each Tutor Licence will be displayed or otherwise made available to the Licensee before completion of the relevant purchase and may be recorded in Auralis's transaction and account records.
Licence: Auralis Tutor Licence.
Licence Fee: The Licence Fee displayed to the Licensee at the time of purchase.
Licence Period: The Licence Period specified or displayed at the time of purchase.
Maximum Active Students: The maximum number of Active Students permitted under the applicable Tutor Licence package, as specified or displayed at the time of purchase.
Permitted Tutors/Users: The number and category of tutors, teachers or other authorised users permitted under the applicable Tutor Licence package, as specified or displayed at the time of purchase.
Permitted Locations: The locations, studios, schools, academies or other premises from which the Tutor Licence may be exercised, where applicable and as specified or displayed at the time of purchase.
Commencement Date: The date specified by Auralis as the commencement or activation date of the Tutor Licence, which may be the date of purchase, payment, activation or another date expressly communicated to the Licensee.
Renewal: Unless expressly stated otherwise in the applicable Licence particulars, the Tutor Licence expires automatically at the end of the applicable Licence Period and does not automatically renew. Any renewal or extension will be subject to the terms, Licence Fee and other conditions applicable to the relevant renewal transaction and communicated to the Licensee before the renewal is completed.
Delivery and Access: The Auralis System and applicable Licensed Materials may be made available through the Auralis website, online portal, email, account interface, third-party technology platform or other digital delivery mechanism nominated by Auralis from time to time.
Authorised Purpose: The delivery of authorised music education to Active Students in accordance with the applicable Tutor Licence and these Terms and Conditions, and for no other purpose unless expressly authorised by Auralis in writing.
Applicable Restrictions: Any additional student, user, location, account, access, usage or other restrictions applicable to the Tutor Licence will be identified to the Licensee before or at the time of purchase and will form part of the applicable Licence particulars.