WINE Portal User Licence Agreement
User means the individual or organisation named in the User Access and Transaction Authority, including any officer or employee of the User or a User subsidiary who the User authorises from time to time to access the Portal
Intellectual Property Rights means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including:
(a) patents, copyright, rights and circuit lay-outs (or similar rights), registered designs, registered and unregistered trade marks, and any right to have confidential information kept confidential; and
(b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity
Liabilities means liabilities, losses, damages, actions, causes of action, arbitrations, claims, orders, judgments, outgoings, costs (including legal costs calculated on a solicitor and own client basis) and expenses, whether present or future, actual or contingent.
OpenTute means Open Tute Pty Limited (ACN 134 845 748)
Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in writing or spoken, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
Portal means the Wine Innovation Networking and Education (WINE) Portal identified as the Portal in the User Portal Access and Transaction Authority
Privacy Law means legislation, statutory instruments and any other enforceable codes or guidelines regulating the collection, use and/or disclosure of personal information that applies to any of the parties or to this document.
WISA means Wine Industry Suppliers Australia Incorporated ABN 73 455 915 365
1. Licence
1.1. WISA grants the User a revocable and limited licence to access and use the Portal in accordance with these terms of use to view, upload and download information in connection with the services (authorised purpose).
2. Users
2.1. The User may authorise any of its officers, employees or subsidiaries to access the Portal.
2.2. The User is responsible and liable for the consequences of all use of the Portal by its officers, employees and subsidiaries, including all acts and omissions relating to that use.
2.3. The User must not:
2.3.1 disclose their username or password to any other person;
2.3.2 disclose other security information relating to the Portal to any third party;
2.3.3 use the Portal other than for the authorised purpose and in accordance with this agreement; and
2.3.4 access or use the Portal in breach of any applicable law.
2.4. The User must ensure that an officer, employee or subsidiary does not access or use the Portal after they cease to be an officer, employee or subsidiary of the User.
2.5. The User must not provide WISA with an email address of any of its officers, employees or subsidiaries unless the User has that person’s consent to provide the address to WISA for use in connection with the Portal.
2.6. The User agrees to notify WISA of changes to its officers, employees or subsidiaries that are authorised to access the Portal, by notice in writing given by the User.
2.7. The User agrees to notify WISA immediately on becoming aware, or having reasonable grounds to suspect, a username or password has been lost or stolen or has otherwise been disclosed to or become known by a person other than to whom it belongs.
3. Payment
3.1. WISA may require payment for access to and use of the Portal. Terms of payment will be subject to a separate agreement between the User and WISA.
3.2. The User may be entitled to charge for access and use of content that it uploads to the Portal. Terms of payment will be subject to a separate agreement between WISA, the User and those Users accessing the content.
4. Security
4.1. No website or data transmission using the internet can be totally secure. WISA agrees to maintain reasonable security measures. The User is responsible for ensuring the measures meet its security requirements in relation to the Portal.
4.2. To the fullest extent permitted by law, the User:
4.2.1 releases WISA from all ‘Portal Claims’, being claims arising out of or in relation to:
(a) use of the Portal, including all claims relating to loss, corruption or unauthorised disclosure of or unauthorised access to information uploaded to, stored on or downloaded from the Portal or damage or interference to computer or other systems caused by viruses, malicious software or otherwise, except to the extent arising directly from WISA’s failure to maintain reasonable security measures.
(b) without limiting paragraph (a):
(i) the User’s use of or reliance on information available on the Portal other than final deliverables WISA prepares as part of the services; and
(ii) the User’s use of third party software accessed through the Portal or links to external websites through the Portal.
(c) WISA relying on the User’s notification of its employees, officer and subsidiaries that the User authorises to use the Portal (whether in writing or through a function on the Portal).
(d) access to the Portal being unavailable or interrupted from time to time (including for extended periods) or terminated.
4.2.2 promises not to make or assist, directly or indirectly, any Portal Claim against WISA, and agrees that this promise may be pleaded in bar of any Portal Claim.
4.3. The User must ensure that it complies with clause 4.2 as if named in clause 4.2 as the User and as if ‘other than final deliverables WISA prepares as part of the services’ were deleted from clause 4.2.1(i).
5. Prohibited Conduct
While using the Portal, the User will not engage in the following activities:
5.1. post content or items that WISA considers inappropriate or irrelevant;
5.2. fail to deliver payment;
5.3. post false, inaccurate, misleading, defamatory or offensive content (including personal information);
5.4. distribute viruses or any other technologies that may harm OpenTute, Portal, or the interests or property of OpenTute and Portal users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
5.5. copy or modify or distribute rights or content from the Portal or WISA’s copyrights and trade marks;
5.6. impersonate another person or entity, or misrepresent and affiliation with a person or entity when using the Portal;
5.7. use or attempt to use another User’s account or personal information;
5.8. attempt to gain unauthorised access to the Portal, or the computer systems or networks connected to the Portal, through hacking password, mining or any other means.
6. Subcontractors
6.1. WISA agrees to ensure its subcontractors and third party suppliers comply with WISA’s obligations under this agreement in relation to information transferred to them.
7. Termination
7.1. At any time, in its absolute discretion, WISA may do any of all of the following:
7.1.1 remove information from the Portal;
7.1.2 decommission the Portal; and
7.1.3 revoke the User’s licence to use the Portal and terminate access of the User.
7.2. Without limiting clause 7.1:
7.2.1 WISA will remove information from the Portal for archiving in accordance with WISA policies; and
7.2.2 the User’s licence to use the Portal terminates 30 days after the closing of its WISA accounts.
7.3. WISA is not responsible or liable for any consequences of WISA removing information from or decommissioning the Portal or revoking or terminating the User’s licence to use it.
8. About these terms
8.1. These terms are to be read in conjunction with OpenTute’s User Agreement and Privacy Policy, which are available here:
8.1.1 https://about.opentute.com/user-agreement/
8.1.2 https://about.opentute.com/privacy-policy/
8.2. If there are any inconsistencies between these terms and OpenTute’s User Agreement and/or Privacy Policy, these terms will prevail.
8.3. WISA may change these terms of use at any time without notice. WISA will notify the User of changes to these terms of use by posting them on the Portal. The User’s continued use of the Portal indicates acceptance of the change.
8.4. WISA responds to notices of alleged copyright infringement according to the laws of Australia. If the User believes that its Intellectual Property Rights have been violated, it may notify WISA and WISA will investigate the notification. Please contact WISA by email eo@wisa.org.au.
8.5. These terms control the relationship between WISA and the User. They do not create any third party beneficiary rights.
8.6. If any part of this Agreement is held to be invalid or unenforceable by any law or regulation or final determination of a competent Court or Tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
8.7. The parties agree that no joint venture, partnership, employment, or agency relationship exists between the User and WISA as a result of this Agreement or from the use of the Portal.
9. User consents and warrants
The User consents and warrants the following:
9.1. The User acknowledges and agrees that WISA may display the User’s name or company/business name, logo, images or other media, the User’s public profile and profile opinions and ratings, and public description of the User’s requirements and profile as part of the Portal and/or other marketing materials relating to the Portal.
9.2. The User represents and warrants that its content:
9.2.1 will not infringe upon or misappropriate any copyright, patent, trade mark, trade secret or other intellectual property right or proprietary right or right of publicity or privacy of any person;
9.2.2 will not violate any law or regulation;
9.2.3 will not be defamatory or trade libellous;
9.2.4 will not be obscene or contain child pornography;
9.2.5 will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons;
9.2.6 will not contain material linked to terrorist activities;
9.2.7 will not include incomplete, false or inaccurate information about the User or any other individual; and
9.2.8 will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
10. Privacy
The Parties acknowledge that Privacy Law has been enacted, or is proposed to be enacted, by the Commonwealth and a number of states and territories. The Parties agree to comply with applicable Privacy Law and to facilitate compliance with applicable Privacy Law by the other Party.
11. Limitation of Liability
11.1. The User agrees that WISA has no liability for Portal Claims and accepts no liability or responsibility to any third party.
11.2. The User must fully indemnify WISA against all Liabilities which may be incurred by WISA in respect of any claim by a third party arising from the User’s breach of this Agreement by a third party arising from the User’s breach of this Agreement, use of the Portal, or uploaded content on the Portal.
11.3. In no event will WISA be liable to the User on any legal theory for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including without limitation, loss of revenue or income, lost profits, pain and suffering, emotional distress, cost of substitute goods or services, or similar damages suffered or incurred by the User or any third party that arise in connection with the services (or the termination thereof for any reason), even if WISA has been advised of the possibility of such damages.
12. Force majeure
12.1. Neither the User nor WISA is liable for delay or failure to fulfil obligations to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this agreement. Each of the User and WISA agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
13. Governing law
13.1. This agreement is governed by the law of the State of South Australia. The User and WISA submit to the non-exclusive jurisdiction of the courts of that State.
If you have any questions concerning this licence agreement, please contact Matthew Moate on 0409 783 221 or eo@wisa.org.au
