Publisher Terms

Publisher Terms

Publisher Terms

1 GENERAL

1.1 A person becomes a “Publisher” for the purposes of these Publisher Terms upon completing and submitting the Publisher Registration Form and Learnt receiving the first payment of the Publisher Annual Contribution in accordance with these Publisher Terms.

1.2 A person may only be a “Publisher” if they are:

(a) a User who is 13 years of age or older, and where that User is aged 13 to 17, that User has a parent or guardian who has agreed to supervise and accept responsibility and liability for that User’s participation as a “Publisher” on the Learnt Platform; or

(b) an Enterprise on the Learnt Platform.

If a person ceases to be a User or Enterprise, that person cannot be a “Publisher” and these Publisher Terms will terminate in accordance with clause 17.4.

1.3 Upon becoming a “Publisher” pursuant to these Publisher Terms, the Publisher agrees to, and must comply with the:

(a) Publisher Terms – This explains what the Publisher can and cannot do in relation to publishing Courses in the Learnt Marketplace, and details how the Publisher may earn Monthly Revenue Share in respect of Courses and Playlists;

(b). Acceptable Use Policy – This explains what the Publisher can and cannot do in relation to using the Learnt System, Learnt Platform and Learnt Marketplace;

(c) Privacy Policy – This explains what the Publisher and Learnt can and cannot do in relation to Personal Information collected, disclosed, used and/or otherwise stored on the Learnt System; and

(d) List of Common Definitions – This provides definitions that are commonly used in various Learnt documentation, including but not limited to this document. In this document, unless the context otherwise requires in this document, or as otherwise specified in this document, the definitions in the list of Common Definitions will apply. If there is any inconsistency between this document and the List of Common Definitions, this document will prevail to the extent of any inconsistency.

1.4 These Publisher Terms act separately and independently to the User Terms and the Enterprise Licence Agreement. The Publisher Terms are however conditional on the Publisher being a User or an Enterprise. The Publisher cannot be a “Publisher” unless the Publisher is at the same time, a User or an Enterprise. A person can however be a User or an Enterprise and not be a Publisher.

1.5 The Publisher acknowledges and agrees that the User Terms or Enterprise Licence Agreement which the Publisher has entered into, continues to apply notwithstanding these Publisher Terms. If there is an inconsistency between any of these documents, the Publisher Terms will prevail to the extent of any inconsistency.

1.6 Subject to clause 15.5, these Publisher Terms may be varied by Learnt from time to time without further notice to the Publisher.

2 GRANT OF LICENCE

2.1 The Publisher grants Learnt, and Learnt accepts, a non-exclusive licence to:

(a) market, promote, advertise, distribute and deliver the Courses in the Learnt Marketplace, and otherwise in relation to or through the Learnt Platform;

(b) include a Course in Marketplace Playlists, and/or make Courses available to be included in Marketplace Playlists, and market, promote, advertise, distribute and deliver such Playlists in the Learnt Marketplace, and otherwise in relation to or through the Learnt Platform;

(d) sub-licence the Publisher Content to Users, Enterprises, Learnt Partners, Related Entities and other third parties for the purposes of clause 2.1 (a) to (c); and

(e) use, vary or otherwise deal with the Courses and Publisher Content for the purposes of clauses 2.1 (a) to (d),

subject to and on these Publisher Terms.

2.2 The Publisher grants Learnt, and Learnt accepts, a non-exclusive licence to use the Publisher’s name, likeness, image, trade mark, logo, business name, voice, and other promotional materials for the purposes of clause 2.1.

2.3 The Publisher acknowledges and agrees that no person has the right to be a “Publisher” and Learnt may at its discretion, refuse to allow a person to be a “Publisher” or may at any time, determine that a person may not become, or may no longer be, a “Publisher” pursuant to these Publisher Terms.

3 COURSES

3.1 During the Term, the Publisher may complete and submit a Course Submission Form for a Course, and upload that Course into the Learnt Marketplace.

3.2 At the time of completing the Course Submission Form for a Course, the Publisher must specify:

(a) whether the Course will be available on a One Time Licence Basis or on a Subscription Basis for Users;

(b) if the Course is offered on a One Time Licence Basis, the number of Months that the User will be able to access and use that Course on and from the Access Start Date; and

3.3 The Publisher acknowledges and agrees that if the Course is on a Subscription Basis, the number of Months that a User or Enterprise will be able to access and use that Course on and from the Access Start Date, is one Month.

3.4 The Publisher acknowledges and agrees that:

(a) the information provided by the Publisher in the Course Submission Form for a Course pursuant to clause 3.2 may not be changed by the Publisher once that Course Submission Form has been submitted; and

(b) there is no limit on the number of Courses that may be uploaded by the Publisher to the Learnt Marketplace.

3.5 The Publisher must ensure that:

(a) each Course uploaded into the Learnt Marketplace (whether by the Publisher or by Learnt or a third party on the Publisher’s behalf), for the Access Period of all Sub-licences of that Course and of Playlists containing that Course; and

(b) all Publisher Content provided to Learnt and/or uploaded into the Learnt Marketplace (whether by the Publisher or by Learnt or a third party on the Publisher’s behalf), for however long that Publisher Content is published in the Learnt Marketplace,

meets the requirements in clauses 3.6.

3.6 Subject to clause 3.5, the Publisher must ensure that each Course and all Publisher Content:

(a) is accurate, complete and up to date, and is not in any way false, incorrect, indecent, defamatory or misleading or deceptive;

(b) complies with all applicable laws, regulations and codes;

(d) is of an acceptable quality;

(e) is written in English, and provided in the format as reasonably required by Learnt from time to time;

(f) has all disclaimers, limitations, notifications and/or warnings that may be relevant, useful or legally necessary in relation to that Course or Publisher Content clearly and prominently stated in the Course or Publisher Content;

(g) is only for educating, instructing, training and/or learning, and not for any other purpose; and

(h) does not contain any financial, legal, professional or any other advice.

3.7 The Publisher represents, warrants and agrees, at the time of uploading a Course and/or Publisher Content to the Learnt Marketplace or providing Learnt with Publisher Content, and again on any change, variation or update of that Course and/or Publisher Content pursuant to clause 20, and for however long that Course or Publisher Content is published in the Learnt Marketplace, that:

(a) the Publisher and that Course and Publisher Content comply with the requirements in clause 3.5 and 3.6;

(b) the Publisher has the knowledge, experience, expertise, qualifications, certifications and licences that are practically and legally necessary to provide that Course and/or Publisher Content; and

(c) if completion of that Course may result in a Course Participant receiving a certification or qualification, such certification or qualification is genuine and the Publisher has authority to provide such certification or qualification.

3.8 The Publisher acknowledges and agrees that:

(a) the Publisher is responsible, at its expense, for preparing, researching, producing, editing and updating the Courses and Publisher Content; and

(b) Learnt may not review or verify the Courses or the Publisher Content and relies solely on the Publisher to ensure that the Publisher, Courses and Publisher Content comply with the requirements and representations made in clauses 3.5, 3.6 and 3.7.

3.9 The Publisher must monitor and review the Courses and Publisher Content on a regular basis to ensure they meet the requirements in clauses 3.5, 3.6 and 3.7. If for any reason the Publisher, a Course or the Publisher Content cease to comply with such requirements, the Publisher must at its own time and expense, change, vary or update that Course or Publisher Content, subject to and in accordance with clause 20.

3.10 The Publisher acknowledges and agrees that notwithstanding any other provision of these Publisher Terms, the User Terms, an Enterprise Licence Agreement or any other Learnt policy or document, the Publisher is solely responsible and liable for the Publisher Content.

3.11 The Publisher acknowledges and agrees that notwithstanding any other provision of these Publisher Terms, Learnt may access and use a Course and Publisher Content and share information regarding the Publisher, a Course and/or Publisher Content with Learnt employees, Learnt Partners, Related Entities, Enterprises, Users and others, for demonstration purposes only. In such circumstances, no financial remuneration or other compensation will be payable to the Publisher.

4 PLAYLISTS

4.1 The Publisher acknowledges and agrees that Learnt may make any or all Courses available to be included in any or all Marketplace Playlists (unless a Course has been opted out of being included in Marketplace Playlists by the Publisher pursuant to clause 3.2(c)).

4.2 The Publisher acknowledges and agrees that:

(a) Learnt may determine at is sole discretion as to which, if any, of the Courses, Learnt will include in a Marketplace Playlist, and/or will make available to be included in Marketplace Playlists; and

(b) there is no obligation whatsoever for Learnt to include any Course in any Marketplace Playlist, or to make any Course available to be included in Marketplace Playlists.

4.3 If the Publisher has opted out a Course from being included in Marketplace Playlists pursuant to clause 3.2(c), Learnt will not include that Course in any Marketplace Playlist or make that Course available to be included in Marketplace Playlists (unless subsequently agreed in writing by the Publisher).

4.4 The Publisher acknowledges and agrees that Learnt may form a Marketplace Playlist at any time by:

(a) selecting various Marketplace Courses from the Learnt Marketplace to form a Marketplace Playlist to be marketed, promoted and advertised in the Learnt Marketplace;

(b) selecting various Marketplace Courses for a particular Enterprise to form a specific Marketplace Playlist for that Enterprise; or

(c) allowing a User or Enterprise to select various Marketplace Courses to form a specific Marketplace Playlist for that User or Enterprise.

4.5 The Publisher acknowledges and agrees that a Sub-licence of a Playlist may only be offered on a Subscription Basis, and as such, the number of Months that a User or Enterprise will be able to access and use that Playlist on and from the Access Start Date, is one Month. A Sub-licence of a Playlist will expire at the end of this period, but may be renewed pursuant to clause 8.4 and 8.5.

5 PRICING

5.1 At the time of completing the Course Submission Form for a Course, the Publisher must specify a “Recommended Course Price” for Users for a Sub-Licence of that Course on either a One Time Licence Basis (where a fee is only paid once) or a Subscription Basis (where a fee in paid monthly, and is ongoing). The Publisher acknowledges and agrees that this “Recommended Course Price” for a Course may not be changed by the Publisher once it has been submitted.

5.2 The Publisher must ensure the Recommended Course Price for a Course provided by the Publisher to Learnt pursuant to clause 3.2 is no greater than any other licence of that same Course offered by the Publisher or by another third party.

5.3 The Publisher acknowledges and agrees that the Recommended Course Price provided by the Publisher is inclusive of any GST or other value added tax.

5.4 In providing a “Recommended Course Price”, the Publisher may only charge for the Course, and not for any additional services, products, add-ons or downloads.

5.5 The Publisher acknowledges and agrees that Learnt may use the information provided pursuant to clause 3.2 and 5.1, to determine and set, in its absolute discretion:

(a) the “Course Fee” for that Course;

(b) the “One Time Fee” for that Course (if relevant); and

5.6 Learnt may determine the “Base Monthly Content Fee (User)” for a Course by dividing the Course Fee for that Course by:

(a) where that Course is offered to Users on a One Time Licence Basis, the number of Months specified by the Publisher in the Course Submission Form pursuant to clause 3.2(b); or

(b) where that Course is offered to Users on a Subscription Basis, one Month.

5.7 The Publisher acknowledges and agrees that Learnt will determine and set, in its absolute discretion:

(a) the “Base Monthly Content Fee (Enterprise)” for a Course; and

(b) the “Base Monthly Content Fee (User)” and “Base Monthly Content Fee (Enterprise)” for Playlists.

Learnt may use the Base Monthly Content Fee (User) as a basis for determining these fees.

5.8 The Publisher acknowledges and agrees that whilst Learnt may consider the Recommended Course Price when determining the Course Fee for a Course, Learnt has the absolute discretion to set the Course Fee as it deems fit.

5.9 The Publisher acknowledges and agree that the fees per User or per Course may be heavily discounted or reduced when being set pursuant to clause 5.7, to take into account the access and use of a Course by many Course Participants, and/or the bundling of Marketplace Courses.

5.10 The Publisher acknowledges and agrees that Learnt will determine all fees in Australian currency.

5.11 The Publisher acknowledges and agrees that the fees set pursuant to clauses 5.5 and 5.7 may be varied by Learnt from time to time, in its absolute discretion and without notice.

5.12 The Publisher acknowledges and agrees that the fees set pursuant to clauses 5.5 and 5.7 are a base only, and may be used by Learnt:

(a) to market, promote and advertise the Courses and Playlists in the Learnt Marketplace and otherwise in relation to the Learnt Platform, and may be specified on the Website and/or other promotional materials for this purpose; and/or

(b) as a basis to determine the value of a Course and/or Playlist and to negotiate and/or otherwise determine the actual Monthly Content Fee (User) and Monthly Content Fee (Enterprise) in respect of a Sub-licence of a Course or Playlist.

5.13 The Publisher acknowledges and agrees that Learnt’s determination in relation to the fees referred to in clause 5 will be final and binding, and no correspondence will be entered into.

6 MARKETING AND PROMOTION

6.1 The Publisher acknowledges and agrees that Learnt may market, promote and advertise the Courses and Playlists, in the Learnt Marketplace and otherwise in relation to the Learnt Platform.

6.2 The Publisher acknowledges and agrees that Learnt is not obliged to market, promote or advertise the Courses or Playlists, in any other way except to allow the Courses and Playlists to be made available for Sub-licence in the Learnt Marketplace.

6.3 Learnt may from time to time offer the Publisher the opportunity to participate, at the Publisher’s option and expense, in various Marketing Programs in order to market, promote and advertise the Courses and/or Playlists.

6.4 The Publisher acknowledges and agrees that Learnt does not represent or guarantee any success in connection with the Publisher’s participation in any Marketing Program. The Publisher participates in a Marketing Program at the Publisher’s own risk.

7 SUB-LICENCES

7.1 Learnt may sell a Sub-licence of a Course or Playlist to a User or Enterprise, subject to and on the terms and conditions in this clause 7.

7.2 Learnt may, at its discretion, sell a Sub-licence of a Course or Playlist on such terms as it deems fit, subject to clauses 5.12(b), 7.3, 7.4 and 7.5. Learnt will sell such a Sub-licence pursuant to the User Terms or an Enterprise Licence Agreement.

7.3 Subject to clause 7.5, Learnt may sell a Sub-licence of a Course on a One Time Licence Basis or a Subscription Basis.

7.4 Learnt may sell a Sub-licence of a Playlist on a Subscription Basis only.

7.5 Learnt may sell a Sub-Licence of a Course or Playlist to an Enterprise on a Subscription Basis only. An Enterprise cannot purchase a Sub-licence on a One Time Licence Basis.

7.6 The Publisher acknowledges and agrees that Learnt will sell:

(a) a Sub-licence of a Course on a One Time Licence Basis to a User, for the One Time Fee for that Course;

(b) a Sub-licence of a Course or Playlist on a Subscription Basis to a User, for the Monthly Content Fee (User) for that Course or Playlist; and

(c) a Sub-licence of a Course or Playlist on a Subscription Basis to an Enterprise, for the Monthly Content Fee (Enterprise) for that Course or Playlist.

7.7 The Publisher acknowledges and agrees that upon a sale of a Sub-licence of a Course or Playlist, to a User or Enterprise:

(a) that User or Enterprise (and Course Participants) will, subject to the terms in the User Terms or Enterprise Licence Agreement, be entitled to access and use that Course or Playlist for the Access Period of that Sub-licence; and

(b) the Publisher must ensure that User or Enterprise (and Course Participants) are able to access and use that Course or the Course comprised in that Playlist (as the case may be), for the Access Period of that Sub-licence of the Course or Playlist, unless otherwise notified in writing by Learnt.

8 EXPIRY, RENEWAL & CANCELLATION OF SUB-LICENCES

Expiry

8.1 The Publisher acknowledges and agrees that a Sub-licence for a Course or Playlist will expire on the date on which the Access Period for that Sub-licence expires.

8.2 On the expiry of a Sub-licence for a Course or Playlist, the Publisher is no longer required to provide access or use of that Course or the Course comprised in that Playlist (as the case may be) to the User, or Enterprise or Course Participants who had access and use pursuant to that Sub-licence.

8.3 The Publisher acknowledges and agrees that Learnt will not be liable to the Publisher in any way in respect of a Sub-licence of a Course or Playlist after that Sub-licence has expired and Learnt has paid the Publisher any Monthly Revenue Share payable to the Publisher in respect of that Sub-licence pursuant to clause 10.

Renewal

8.4 The Publisher acknowledges and agrees that a Sub-licence of a Course or Playlist that is on a Subscription Basis will automatically renew on the expiry of that Sub-licence, unless and until, that Sub-licence has been cancelled in accordance with clauses 8.6 to 8.9.

8.5 Where a Sub-licence automatically renews pursuant to clause 8.4:

(a) that existing Sub-licence expires in accordance with clauses 8.1 to 8.3; and

(b) a new Sub-licence of a Course or Playlist on a Subscription Basis, with a new Access Period, is created.

Cancellation

8.6 The Publisher acknowledges and agrees that a Sub-licence of a Course or Playlist may be cancelled by a User, Enterprise or Learnt in accordance with the User Terms or Enterprise Licence Agreement.

8.7 Where a Sub-licence of a Course or Playlist is cancelled pursuant to clause 8.6:

(a) such Sub-licence of a Course or Playlist is deemed to be cancelled on the Cancellation Date;

(b) the Publisher must continue to provide access and use of that Course or the Course comprised in that Playlist (as the case may be) to the User, Enterprise and Course Participants who have access and use pursuant to that Sub-licence until the Cancellation Date for that Sub-licence;

(c) the Publisher may continue to become entitled to receive and be paid Monthly Revenue Share in respect of that Sub-licence, subject to and in accordance with clauses 10 to 14 (inclusive), until the Cancellation Date; and

(d) that Sub-licence will be “cancelled” and will not “expire” pursuant to clauses 8.1 to 8.3, and cannot renew pursuant to clauses 8.4 or 8.5.

8.8 After the Cancellation Date of a Sub-licence for a Course or Playlist, the Publisher is no longer required to provide access or use of that Course or the Course comprised in that Playlist (as the case may be) to the User, or Enterprise or Course Participants who had access and use pursuant to that Sub-licence.

8.9 The Publisher acknowledges and agrees that Learnt will not be liable to the Publisher in any way in respect of a Sub-licence of a Course or Playlist after the Cancellation Date of that Sub-licence and Learnt has paid the Publisher any Monthly Revenue Share payable to the Publisher in respect of that Sub-licence pursuant to clause 10.

9 PUBLISHER OBLIGATIONS

9.1 The Publisher must during the Term and Post Termination Period:

(a) only use the Learnt Marketplace, the Courses and the Publisher Content for the sole purpose of training and educating Course Participants and enabling Learnt to sell Sub-licences of Courses and Playlists, and only in the manner contemplated and intended by Learnt and the Learnt System, unless otherwise agreed in writing by Learnt;

(b) not engage in any activity or upload Courses or Publisher Content which may result in Learnt being liable to pay royalties or other fees to third parties (including but not limited to royalties or fees in relation to musical works, dramatic works, performances, sound recordings or films);

(c) provide in a timely manner, all information, Personal Information, documentation, and approvals reasonably required by Learnt to enable Learnt to provide the Publisher with access and use of the Learnt Marketplace for the purpose of being a “Publisher” in accordance with these Publisher Terms;

(d) ensure that all information and Personal Information, provided to Learnt or uploaded to the Learnt Platform (whether by the Publisher or by a third party on the Publisher’s behalf) is accurate, complete and up to date, and is not in any way false, incorrect, indecent, defamatory or misleading or deceptive and complies with all applicable laws, regulations and codes;

(e) comply with all applicable laws; and

(f) comply with Learnt’s policies in place from time to time which relate to the Learnt System and/or Learnt Platform (including but not limited to the Acceptable User Policy and Privacy Policy).

9.2 The Publisher must, both during and after the Term:

(a) immediately notify Learnt if the Publisher becomes aware of any unauthorised access or use of any Marketplace Courses or Marketplace Playlists, or any part of the Learnt System or Learnt Marketplace, or any infringement of the Intellectual Property Rights of Learnt, a Publisher (as defined in the List of Common Definitions), or their licensors;

(b) provide assistance and cooperation as and when reasonably requested by Learnt including implementing practicable remedies to stop breaches or improper or unauthorised use of any Courses or Playlists, or of the Learnt System and/or Learnt Marketplace from occurring; and

(c) act in good faith at all times towards Learnt and its Related Entities, Enterprises, Users, Course Participants and Publishers (as defined in the List of Common Definitions).

10 MONTHLY REVENUE SHARE

10.1 During the Term and Post Termination Period, the Publisher may become entitled to receive Monthly Revenue Share in respect of a Sub-licence of a Course or Playlist, subject to and on the conditions in clauses 10 to 14 (inclusive).

10.2 Subject to clause 10.3 and 10.10, the Publisher will become entitled to receive, and Learnt will become liable to pay, Monthly Revenue Share in respect of a Month of the Access Period of a Sub-licence of a Course or Playlist, upon the expiry of that Month.

10.3 The Publisher will only become entitled to receive Monthly Revenue Share in respect of a Month of the Access Period of a Sub-licence of a Course or Playlist if Learnt determines that the following conditions have been met:

(a) Learnt has received in cleared funds into its bank account, and has retained, all of the fees payable in respect of that Sub-licence for that Month of the Access Period for that Sub-licence;

(b) the Publisher has complied with clauses 3.5 to 3.9 (inclusive) and 7.7(b) in relation to that Course and/or the Course comprised in that Playlist, as at the expiry of that Month of the Access Period for that Sub-licence;

(c) there is continued and uninterrupted access and use of that Course, Playlist and Course comprised in that Playlist for the whole of that Month of the Access Period for that Sub-licence;

(d) there is no replacement, suspension or removal of, or any Major Change to, any part of that Course, Playlist or Course comprised in that Playlist as referred to in clause 20, during that Month of the Access Period for that Sub-licence;

(e) there is no Dispute as at the expiry of that Month of the Access Period for that Sub-licence;

(f) the Publisher has complied with all of its obligations and warranties pursuant to these Publisher Terms for the Term and Post Termination Period, as at the expiry of that Month of the Access Period for that Sub-licence; and

(g) there has not been any breach of these Publisher Terms or any Related Agreement by the Publisher, nor any suspension of the Publisher pursuant to clause 18, for the Term and Post Termination Period, as at the expiry of that Month of the Access Period for that Sub-licence; and

(h) as at the date of expiry of that Month of the Access Period for that Sub-licence, these Publisher Terms have not been terminated pursuant to clauses 17.3(b) or (c) or 17.4.

10.4 Notwithstanding clause 10.2 and 10.3, Learnt may, for a particular Sub-licence of a Course or Playlist, waive in writing in its sole discretion, the requirement for a specific condition in clause 10.3 to be met in respect of a particular Month of an Access Period of that Sub-licence, and in such circumstances, the Publisher is deemed to be entitled to receive Monthly Revenue Share in respect of that Month of the Access Period for that Sub-licence in accordance with clause 10.2.

10.5 The Publisher acknowledges and agrees that where Learnt provides a waiver pursuant to clause 10.4, such waiver is only in respect of one Month of the Access Period for a Sub-licence of a Course or Playlist, and is only for that particular Sub-licence. Such waiver is purely discretionary and may not be used, or relied upon, as a justification or reason for any other waiver of any other Month of the Access Period of that Sub-licence of a Course or Playlist, or for any waiver in respect of any other Sub-licence of a Course or Playlist.

10.6 If a condition in clause 10.3 is not met in respect of a Month of the Access period for a Sub-licence, the Publisher will not be entitled to receive Monthly Revenue Share in respect of that Sub-licence for that Month and Learnt may at its discretion, delay, withhold, forfeit or vary that Monthly Revenue Share and/or require the Publisher to repay any overpayment to Learnt in accordance with clause 10.8.

10.7 The Publisher acknowledges and agrees that Learnt may at any time, in respect of a Month of the Access Period for a Sub-licence of a Course or Playlist, before or after the payment of an amount in respect of the Monthly Revenue Share for that Month, determine that the Publisher is not “entitled” to receive Monthly Revenue Share in respect of that Month pursuant to clause 10.2, or determine or vary the amount of the Monthly Revenue Share which the Publisher is “entitled” to receive pursuant to clause 10.2. Such determination or variation may be made by Learnt for any reason in its discretion taking factors into account which include but are not limited to:

(a) any Dispute;

(b) any changes, variations, updates, replacements, suspensions and/or removals contemplated in clause 18 or 20; and/or

10.8 The Publisher acknowledges and agrees Learnt may, from time to time, with or without knowledge, in respect of a Month of the Access Period for a Sub-licence of a Course or Playlist, pay the Publisher an amount in respect of Monthly Revenue Share which Learnt determines that the Publisher is not “entitled” to receive pursuant to clause 10.2, or which Learnt determines is a greater or lesser amount than the Monthly Revenue Share the Publisher is “entitled” to receive pursuant to clause 10.2. In such circumstances:

(a) such amount will be an “underpayment” or “overpayment” (as the case may be) for the purposes of clause 14.2(d);

(b) where such amount is an overpayment, such overpayment will be a debt owed by the Publisher to Learnt, and the Publisher must repay Learnt any such overpayment upon request by Learnt. Learnt may at its option treat such overpayment as an Adjustment pursuant to clause 14; and

10.9 For the avoidance of any doubt:

(a) Learnt is not liable to pay the Publisher any amount upon the grant of a Sub-licence of a Course or Playlist by Learnt to a User or Enterprise;

(b) any liability of Learnt in relation to a Sub-licence of a Course or Playlist, only arises pursuant to and in accordance with clause 10.2. Learnt is not liable to the Publisher in any other way or circumstance in relation to a Course, Playlist or Sub-licence of a Course or Playlist;

(c) whilst Learnt may from time to time, advise the Publisher of the total amount of Monthly Revenue Share which the Publisher could become entitled to receive over the Access Period of a Sub-licence of a Course or Playlist, such information is only provided as a mere guide and is not a representation, promise or guarantee of any amounts liable or payable to the Publisher. Learnt is only liable to pay, in respect of the Sub-licence of a Course or Playlist, the Monthly Revenue Share, and no greater amount, subject to and in accordance with, clause 10.2; and

(d) the payment of an amount in respect of Monthly Revenue Share for a Month of an Access Period of a Sub-licence of a Course or Playlist does not mean that the Publisher is “entitled” to Monthly Revenue Share in respect of that Month, and Learnt retains the right to determine that the Publisher is not “entitled” to Monthly Revenue Share in respect of that Month and that the payment has been made incorrectly and/or mistakenly, and to require the repayment of such overpayment pursuant to clause 10.7 and 10.8.

10.10 The Publisher acknowledges and agrees that, notwithstanding any other provision of these Publisher Terms, Learnt may from time to time offer a User or Enterprise a free trial or other special promotion or discount in order to encourage the sale of a Sub-licence of a Course or Playlist. In such circumstances, the Publisher agrees to comply with such terms, conditions and requirements and acknowledges and agrees that the Publisher may not be entitled to, or may become entitled to a reduced, Monthly Revenue Share in respect of that Sub-licence of a Course or Playlist.

10.11 Learnt will handle all billing and other interactions with Users, Enterprises and Course Participants in relation to a Sub-licence of a Course or Playlist (except as otherwise expressly permitted pursuant to these Publisher Terms).

11 MONTHLY REVENUE SHARE – CALCULATION

11.1 Learnt will determine the amount of the Monthly Revenue Share in respect of the sale of a Sub-Licence of a Course or Playlist to a User or Enterprise in accordance with clause 11 and 12.

11.2 To determine the amount of the Monthly Revenue Share in respect of the sale of a particular Sub-Licence of a Course or Playlist, Learnt will:

(a) determine the Total Content Fee for a Course;

(b) adjust the Total Content Fee for a Course by any Adjustments in order to determine the Net Total Content Fee for that Course;

(i) for a Sub-licence of a Course, Learnt will multiply the Net Total Content Fee for that Course by the Publisher Percentage in order to determine the Publisher Revenue Share for that Sub-licence (being the anticipated maximum amount that the Publisher may become entitled to over the Access Period of the Sub-licence); or

(ii) for a Sub-licence of a Playlist:

A. Learnt will multiply the Net Total Content Fee for that Playlist by the Publisher Percentage in order to determine the Playlist Revenue Share for that Sub-licence (being the anticipated maximum amount that all of the Playlist Publishers for that Playlist as a whole may become entitled to over the Access Period of the Sub-licence); and

B. Learnt will multiply the Playlist Revenue Share by the Publisher Playlist Percentage. This will determine the Publisher Revenue Share for that Sub-licence (being the anticipated maximum amount that the Publisher may become entitled to over the Access Period of the Sub-licence);

(d) divide the Publisher Revenue Share by the number of Months in the Access Period for that Sub-licence in order to determine the Gross Monthly Revenue Share for that Sub-licence; and

(e) adjust the Gross Monthly Revenue Share by any Adjustments in order to determine the Monthly Revenue Share for that Sub-licence of a Course or Playlist.

11.3 The Publisher acknowledges and agrees that the entitlement to, and amount of, Monthly Revenue Share in respect of a Sub-licence of a Course or Playlist may change from month to month for various reasons including but not limited to the replacement, suspension and/or removal of Courses, Playlists, Marketplace Courses and/or Marketplace Playlists.

11.4 The Publisher acknowledges and agrees that the Monthly Revenue Share determined by Learnt is inclusive of any GST or other value added tax.

12 PUBLISHER PLAYLIST PERCENTAGE – CALULCATION

12.1 Learnt will determine the Publisher Playlist Percentage for a sale of a Sub-Licence of a Playlist to a User or Enterprise in accordance with this clause 12.

12.2 To determine the Publisher Playlist Percentage for a sale of a Sub-Licence of a Playlist, Learnt will:

(a) add the Monthly Content Fees (User) for each of the Marketplace Courses (including the Course) comprised in the Playlist at the time, in order to determine the Playlist Value for that Playlist; and

(b) divide the Monthly Content Fee (User) for that Course of the Publisher, by the Playlist Value, and then multiply it by 100%, in order to determine the Publisher Playlist Percentage.

13 MONTHLY PAYMENT AND REPORTS

13.1 On or around the 1^st of each calendar month, Learnt will determine the Total Monthly Revenue Share for the previous calendar month.

13.2 Learnt will adjust the Total Monthly Revenue Share in respect of a calendar month by any Adjustments. This will determine the Monthly Revenue Balance in respect of a calendar month.

13.3 Learnt will pay the Monthly Revenue Balance in respect of a calendar month, to the Publisher on or around the 1^st of the following calendar month.

13.4 On or around the 1^st of each calendar month, Learnt will provide the Publisher with a report that may include details such as the Monthly Revenue Share that the Publisher became entitled to during the previous calendar month, the Total Monthly Revenue Share, Adjustments and Monthly Revenue Balance in respect of that previous calendar month, and other related information regarding the Courses, Playlists and Access Periods for relevant Sub-licences.

13.5 The Publisher acknowledges and agrees that:

(a) whilst Learnt will endeavour to ensure that the Publisher Monthly Report is accurate and complete at the time of issue, such reports are not final and Learnt reserves the right to update and correct and reissue such reports; and

(b) some amounts that may be stated in the Publisher Monthly Report are indicative only and are not a guarantee of any actual liability or future payment. The entitlement to Monthly Revenue Share can change from month to month.

13.6 The Publisher acknowledges and agrees that Learnt will determine the Monthly Revenue Share in Australian currency.

13.7 Learnt will make all payments to the Publisher in Australian dollars (AUD), regardless of the currency in which any User or Enterprise pays for a Sub-licence of a Course or Playlist and regardless of the currency of the Course Fee, Monthly Content Fee (User), Monthly Content Fee (Enterprise) or any other fees charged or paid (unless otherwise determined by Learnt).

13.8 Notwithstanding any other provision of these Publisher Terms, the Publisher acknowledges and agrees that Learnt’s determination in relation to the amount of, any entitlement to, and any payment of, the Monthly Revenue Share, Monthly Revenue Balance and any other fees and matters referred to in clause 10 to 14 (inclusive), will be final and binding, and no correspondence will be entered into.

14 ADJUSTMENTS

14.1 Learnt may at its option, at any time, adjust the Total Content Fee, Gross Monthly Revenue Share and Monthly Revenue Share by any Adjustments.

14.2 The Publisher acknowledges and agree that the Adjustments may include but are not limited to amounts for, or in relation to:

(a) GST or any other value added tax or other tax in relation to or for a transaction;

(b) promotional discounts or other offers or benefits in relation to or for a Sub-licence, or Publisher;

(c) transaction, payment processing, administration or other fees arising from the receipt or payment of funds or otherwise in relation to or for a transaction;

(d) refunds to Users, Enterprises, the Publisher or Learnt, overpayments, underpayments, disputed amounts or other fees or payments in relation to or for a Sub-licence of a Course or Playlist, or the Publishing Licence;

(e) foreign exchange and currency conversions and related fees;

(f) the Publisher Fees; and

(g) such other adjustments as reasonably determined by Learnt.

14.3 Subject to clause 15.6, the Publisher acknowledges and agrees that if there is insufficient Monthly Revenue Share to pay Learnt for Adjustments, such Adjustments will become a debt owing by the Publisher to Learnt, and Learnt may require the Publisher, and the Publisher must pay to Learnt, the amounts for such Adjustments, in accordance with clause 15.7 to 15.12 (inclusive).

15 PUBLISHER FEES

15.1 The Publisher must pay the Publisher Fees, subject to and in accordance with clause 15.

15.2 In consideration for Learnt providing the Publisher with the facility to publish Courses in the Learnt Marketplace and the opportunity to earn Monthly Revenue Share pursuant to these Publisher Terms, the Publisher must pay Learnt the Publisher Annual Contribution in advance, on the Commencement Date, and then on the annual anniversary of the Commencement Date, for the Term and the Post Termination Period.

15.3 The Publisher acknowledges and agrees that the Publisher Annual Contribution is payable to Learnt irrespective of whether and to what extent the Publisher publishes any Courses, any Sub-licences of the Courses or Playlists are sold, or the Publisher receives any Monthly Revenue Share.

15.4 In consideration for Learnt enabling the Publisher to participate in a Marketing Program during the Term pursuant to clause 6.3, the Publisher must pay Learnt the Marketing Fee payable in relation to that Marketing Program, as and when required by Learnt, and subject to such conditions as specified by Learnt, from time to time.

15.5 Learnt may vary the Publisher Fees by providing the Publisher with written notice, and such variation will take effect on and from the date specified by Learnt.

15.6 The Publisher authorises Learnt to, and agrees that Learnt may, at its option:

(a) deduct as an Adjustment the Publisher Annual Contribution and/or any Marketing Fee payable by the Publisher to Learnt, from any Monthly Share Revenue payable by Learnt to the Publisher pursuant to these Publisher Terms; or

(b) if there is insufficient Monthly Share Revenue at the time, automatically deduct the Publisher Annual Contribution and/or Marketing Fee from the credit card provided by the Publisher.

15.7 The Publisher will be invoiced for the Publisher Fees and any other fees from time to time.

15.8 The Publisher must pay the Publisher Fees and any other fees specified in an invoice, in accordance with the payment terms for that invoice, by credit card or by such other payment method as permitted by Learnt.

15.9 The Publisher is deemed to accept and agree to the amount invoiced unless the Publisher notifies Learnt in writing within 7 days of date of invoice.

15.10 The Publisher acknowledges and agrees that, except as otherwise required at law or expressly specified in these Publisher Terms, no fees are refundable by Learnt to the Publisher.

15.11 The Publisher must reimburse Learnt for all expenses and costs (including but not limited to legal costs and debt recovery costs) incurred by Learnt, or for which Learnt is liable for, in recovering any and all overdue amounts payable pursuant to these Publisher Terms.

15.12 Payments of all amounts payable to Learnt pursuant to these Publisher Terms will only be deemed received by Learnt upon receipt of cleared funds. Payments must be made in full without any abatement, set off or deduction (except as otherwise agreed in writing by Learnt).

16 TAXES

16.1 The Publisher is responsible and liable for any tax payable on the amounts the Publisher receives pursuant to these Publisher Terms.

16.2 GST, GST law and other terms used in clause 16 (except Recipient) have the meanings ascribed to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time) or any replacement or other relevant legislation and regulations, except that GST law also includes any applicable rulings.

16.3 If any GST becomes payable by a party to these Publisher Terms (Supplier) in relation to any supply that it makes pursuant to or in connection with these Publisher Terms:

(a) unless otherwise stated in these Publisher Terms, any consideration provided for that supply pursuant to these Publisher Terms is inclusive of GST;

(b) an additional amount will be payable by the party providing consideration for that supply (Recipient) equal to the amount of GST payable by the Supplier in relation to that supply; and

17 TERM AND TERMINATION

17.1 These Publisher Terms commence on the Commencement Date and continue until terminated in accordance with these Publisher Terms.

17.2 The Publisher acknowledges and agrees that there are effectively three consecutive stages of these Publisher Terms:

(a) the Term, generally during which the Publisher may upload Courses, Courses may be included in Marketplace Playlists, Learnt may sell Sub-licences of the Courses and Playlists, and the Publisher may become entitled to Monthly Publisher Revenue in respect of Sub-licences of such Courses and Playlists;

(b) then the Post Termination Period, generally during which the Publisher continues to provide access and use of Courses that are in Unexpired Sub-licences, must ensure that that the Publisher continues to comply with the requirements in clause 3.5, 3.6 and 3.7, and may become entitled to receive Monthly Revenue Share in respect of such Unexpired Sub-licences;

(c) then the Removal Period, generally during which the Courses are removed from the Learnt Marketplace, and the Publisher ceases to access and use the Learnt Marketplace as a “Publisher”.

17.3 These Publisher Terms may be terminated during the Term:

(a) by a party with 3 months written notice to the other party;

(b) immediately by a party with written notice to the other party where that other party is in material breach of any of its obligations or warranties pursuant to these Publisher Terms and has failed to rectify that breach within 30 days (or where the breach is non-payment of money, 14 days) of written notice requiring remedy of the breach. A written notice must state the nature, grounds and details of such breach; or

(c) immediately by a party with written notice to the other party where that other party is insolvent, has a receiver, receiver and manager, administrator, liquidator or controller appointed, is unable to pay its debts or ceases to carry on its business.

17.4 If the User Terms or Enterprise Licence Agreement terminate:

(a) during the Term, these Publisher Terms will automatically terminate; or

(b) during the Post Termination Period, the Post Termination Period will automatically terminate.

17.5 If these Publisher Terms are terminated pursuant to clause 17.3(a), the Post Termination Period will apply immediately upon termination.

17.6 If these Publisher Terms are terminated pursuant to clause 17.3(b) or (c) or 17.4(a), the Removal Period will apply immediately upon termination. The Post Termination Period will not apply.

17.7 Upon any termination of these Publisher Terms:

(a) the Publisher must pay all outstanding fees due and payable prior to the date of termination;

(b) no refunds are payable by Learnt to the Publisher in respect of any fees due and payable prior to termination, or any fees that have been paid prior to the date of termination;

(d) Learnt will cease to include the Courses in any Marketplace Playlist formed after the date of termination; and

(e) the Publisher must immediately cease uploading any Courses to the Learnt Marketplace.

17.8 Upon termination of these Publisher Terms, if the Post Termination Period applies, for the Post Termination Period:

(a) the Publisher must continue to be a “User” or “Enterprise” on the Learnt Platform in accordance with the User Terms or Enterprise Licence Agreement;

(b) Publisher must continue to pay the Publisher Annual Contribution;

(c) for each Unexpired Sub-licence of a Course, the Publisher must continue to provide access and use of that Course until the Access Period for that Unexpired Sub-licence expires, or such other earlier date as notified by Learnt;

(d) for each Unexpired Sub-licence of a Playlist, the Publisher must continue to provide access and use of the Course comprised in that Playlist until the Access Period for that Unexpired Sub-licence expires, or such other earlier date as notified by Learnt;

(e) the provisions in clauses 3.5 to 3.10 (inclusive) continue to apply;

(f) Learnt will continue to pay Monthly Revenue Share to the Publisher in respect of Unexpired Sub-licences, subject to and in accordance with clause 10.

17.9 The Post Termination Period may be terminated during the Post Termination Period:

(a) immediately by a party with written notice to the other party where that other party is in material breach of any of its obligations or warranties pursuant to these Publisher Terms during the Post Termination Period and has failed to rectify that breach within 30 days (or where the breach is non-payment of money, 14 days) of written notice requiring remedy of the breach. A written notice must state the nature, grounds and details of such breach; or

(b) immediately by a party with written notice to the other party where that other party is insolvent, has a receiver, receiver and manager, administrator, liquidator or controller appointed, is unable to pay its debts or ceases to carry on its business.

17.10 On the expiry of the Post Termination Period or upon the earlier termination of the Post Termination Period pursuant to clause 17.4(b), the Removal Period will apply.

17.11 If the Removal Period applies, upon the date on which the Removal Period commences:

(a) the Publisher must pay all outstanding fees due and payable as at that date;

(b) no refunds are payable by Learnt to the Publisher in respect of any fees due and payable as at that date, or any fees that have been paid prior to that date;

(c) Learnt will remove the Publisher’s access to and use of the Learnt Platform, Learnt System and Learnt Marketplace as a “Publisher”;

(d) subject to clause 17.11(e), Learnt will remove the Courses from the Learnt Marketplace;

(e) Learnt will remove Courses that are comprised in Playlists in the Learnt Marketplace, from such Playlists within 3 months after that date; and

(f) the Publisher will cease to become “entitled” to receive Monthly Revenue Share pursuant to clause 10.

18 SUSPENSION

18.1 During the Term and the Post Termination Period, Learnt may, at its discretion, suspend:

(a) the Publisher’s access and use of the Learnt Marketplace, Learnt System and Learnt Platform;

(b) the provision of Marketing Programs to the Publisher; and/or

on the grounds listed in clause 18.2, without any liability whatsoever for any loss or damage suffered by the Publisher, a User, an Enterprise or any third party.

18.2 The Publisher acknowledges and agrees that grounds for suspension include:

(a) any amounts payable by the Publisher pursuant to these Publisher Terms or a Related Agreement are overdue;

(b) the Publisher is in breach of, or Learnt has reason to suspect that the Publisher is in breach of, these Publisher Terms or a Related Agreement, or any other policy of Learnt;

(c) there is a breach, or Learnt has any reason to suspect a breach, of Intellectual Property Rights, in relation to a Course or Playlist, or by the Publisher;

(d) any Dispute; or

(e) any other grounds Learnt reasonably determines.

18.3 If the reason for suspension is pursuant to clause 18.1(a), Learnt will provide the Publisher with 5 Business Days notice prior to any suspension. In all other cases, Learnt will not provide prior notice to the Publisher.

18.4 If the Publisher is suspended pursuant to this clause 18, the Publisher acknowledges and agrees that Learnt may, at its discretion:

(a) cease any access or use of a Course by Users, Enterprises and/or Course Participants;

(b) not sell, or may delay the sale of, Sub-licences of a Course or Playlist;

(d) delay, withhold, forfeit or vary the Monthly Revenue Share in respect of a Sub-licence of a Course or Playlist;

(e) determine and make variations and Adjustments pursuant to clauses 10.7, 10.8 and 14.

18.5 The Publisher acknowledges and agrees that the Publisher must continue to provide access and use of all Courses during any period of suspension pursuant to this clause 18.

19 PERSONAL INFORMATION AND DATA

19.1 The Publisher acknowledges and agrees that

(a) if Learnt sells a Sub-licence of a Course or a Playlist, a Course Participant will be able to access and use the Course and/or Playlist; and

(b) upon completing a Course, such completion will be recorded on the Learnt Profile of the Course Participant.

19.2 The Publisher acknowledges and agrees that the Personal Information of past and current Course Participants and Users and any Personal Information relating to the Enterprises, is owned by Learnt.

19.3 The Publisher may be provided with the Personal Information of a Course Participant if required in order for the Publisher to effectively deliver a Course and/or confirm that a Course Participant is enrolled in and/or undertaking a Course, and/or has completed a Course and/or any certification of a Course. If such Personal Information is provided to the Publisher:

(a) the Publisher must only use such Personal Information for this sole purpose;

(b) the Publisher must not collect, use, disclose or store such Personal Information for any other purpose; and

19.4 For the avoidance of any doubt, the Publisher must not use Personal Information referred to in this clause 19 for any marketing purposes.

19.5 The Publisher may be provided with Data (other than Personal Information) regarding the Users, Enterprises, Course Participants, Courses, Playlists and/or the Learnt Marketplace.

19.6 The Publisher acknowledges that the Data referred to in clause 19.5 is owned by Learnt.

19.7 Learnt grants the Publisher a non-exclusive licence to use the Data referred to in clause 19.5 for the sole purpose of understanding the effectiveness of the Course and the Publisher’s effectiveness as a Publisher, and for research and development purposes to develop new content to become Courses on the Learnt Platform. Such Data must not be used in any other way or for any other purpose.

20 CHANGES, VARIATIONS, REPLACEMENTS OF COURSES AND PLAYLISTS

20.1 The Publisher acknowledges and agrees that Learnt may, at its discretion during the Term and Post Termination Period:

(a) Change, vary or update a Course, Playlist or Publisher Content;

(b) replace a Course, Publisher Content or Playlist in the Learnt Marketplace, or replace a Course or Marketplace Course in a Playlist;

(d) remove a Course, Playlist or Publisher Content from the Learnt Marketplace, or remove a Course from a Marketplace Playlist, or remove a Marketplace Course from a Playlist,

at any time, for any reason, without notice to the Publisher, and without any liability whatsoever.

20.2 The Publisher must not change, vary, update, replace, suspend or remove a Course or Publisher Content, except as permitted in accordance with this clause 20.

20.3 Notwithstanding any other provision of these Publisher Terms, the Publisher must not in any circumstance, replace, suspend or remove a Course or Publisher Content at any time during the Term or Post Termination Period. The Publisher acknowledges and agrees that only Learnt may replace, suspend or remove a Course or Publisher Content.

20.4 Learnt may from time to time during the Term or Post Termination Period, require the Publisher to change, vary or update a Course or Publisher Content in order to ensure that the Publisher is complying with its warranties and obligations pursuant to clauses 3.5, 3.6 and 3.7. In such circumstances, Learnt will advise the Publisher in writing and the Publisher must make such change, variation or update as and when required.

20.5 The Publisher may only change, vary or update a Course or Publisher Content if, and only to the extent:

(a) the Publisher reasonably determines pursuant to clause 3.9, that such change, variation or update is necessary in order for the Publisher to comply with its obligations pursuant to clause 3.5, 3.6 and 3.7; or

(b) required by Learnt pursuant to clause 20.4.

The Publisher must make such change, variation or update at its own expense.

20.6 If the Publisher is permitted to change, vary or update a Course or Publisher Content pursuant to clause 20.5, the Publisher acknowledges and agrees that:

(a) the Publisher may make a Minor Change to a Course or Publisher Content without notification to, or approval from, Learnt;

(b) the Publisher may only make a Major Change to a Course or Publisher Content with the prior written consent, and approval, of Learnt. Learnt may provide such written consent and approval subject to certain conditions and requirements being met.

20.7 The Publisher acknowledges and agrees that where a change, variation, update, replacement, suspension or removal is made pursuant to this clause 20:

(a) Learnt may notify Users, Enterprises and Course Participants of such change, variation, update, replacement, suspension and/or removal; and

(b) The fees charged to and/or payable by Users and Enterprises may be affected, and this may affect the entitlement to, and/or value of, Monthly Revenue Share pursuant to clause 10.

20.8 Upon the Publisher making any changes, variations or updates of a Course or Publisher Content, the Publisher provides the representations and warranties referred to in clause 3.7 regarding the Course and Publisher Content as changed, varied or updated.

20.9 The Publisher acknowledges and agrees that if a Course is removed from a Playlist, that Playlist will no longer be a “Playlist” for the purposes of these Publisher Terms but will be a “Marketplace Playlist”, and the Publisher will no longer become “entitled” to receive Monthly Revenue Share in respect of any Sub-licence of that Marketplace Playlist.

20.10 If there is any change, variation, update, replacement, suspension or removal pursuant to this clause, the Publisher acknowledges and agrees that Learnt may, at its discretion:

(a) cease any access or use of a Course by Users, Enterprises and/or Course Participants;

(b) not sell, or may delay the sale of, Sub-licences of a Course or Playlist;

(d) determine and make variations and/or Adjustments pursuant to clauses 10.7, 10.8 and/or 14.

21 UPDATES AND MAINTENANCE

2.1. The Publisher acknowledges and agrees that Updates to the Learnt Platform, Learnt System, Learnt Marketplace and Marketplace Content may be released as and when they become available. The Publisher acknowledges and agrees that the content and timing for the release of any such Updates will be at Learnt’s sole discretion and Learnt will not be under any obligation to provide such Updates to the Learnt Platform, Learnt System, Learnt Marketplace or Marketplace Content at any time.

2.2. The Publisher acknowledges and agrees that from time to time the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content may experience downtime to provide Updates to the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content or to conduct other maintenance, repairs, replacement, inspection or improvement of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content. Such downtime may occur at any time without notice to the Publisher. Learnt will whenever possible, schedule such downtime outside of business hours.

22 LIABILITY

22.1 Learnt and its Related Entities will not be liable to the Publisher for, and the Publisher indemnifies and will keep indemnified, Learnt, its Related Entities, and their officers and employees from all present and future claims (including but not limited to third party claims), actions, demands, proceedings, threats, losses (including consequential losses), costs (including but not limited to legal costs), expenses, penalties and liabilities incurred, suffered or brought against Learnt, its Related Entities or any of their officers or employees arising from:

(a) the Publisher’s material breach of any of its obligations or warranties pursuant to these Publisher Terms;

(b) the Publisher’s failure to comply with clauses 3.5 to 3.9 (inclusive) or 7.7(b);

(d) the Publisher’s infringement of the Intellectual Property Rights of Learnt or its licensors;

(e) the Courses and the Publisher Content (including but not limited to any third party clams made against the Publisher in relation to the Courses or the Publisher Content);

(f) any change, variation or update of a Course or Publisher Content as referred to in clause 20;

(g) any third party claims for breach of contract or infringement of Intellectual Property Rights;

(h) any Dispute (provide such Dispute was not caused knowingly by Learnt’s breach or negligence); or

(i) any tax or other similar or related liability arising from the entitlement to and/or payment of Monthly Revenue Share and any other fees to the Publisher.

22.2 Notwithstanding any other provision of these Publisher Terms, in no event will Learnt or its Related Entities be liable to the Publisher for:

(a) any third party claims, or any remote, indirect, consequential, special or incidental loss or damage;

(b) any change, variation, replacement, suspension or removal referred to in clause 20;

(d) any loss of Personal Information, Data or Courses;

(e) any damage to the Publisher’s reputation;

(f) any infringement of the Publisher’s Intellectual Property Rights by anyone other than Learnt; or

(g) any loss, damage, dispute or other claim arising from any reliance on, or use of, any part of the Learnt System (including but not limited to the Learnt Marketplace) by the Publisher.

22.3 The Publisher acknowledges and agrees that the liability of Learnt and its Related Entities, where the law does not permit liability for breach of a term implied by law to be excluded but does permit it to be limited, will be limited to, at Learnt’s option:

(a) in the case of goods, the replacement, repair or resupply of those goods or the cost of replacement, repair or resupply;

(a) in the case of services, the resupply of those services or the cost of resupply;

(b) in the case of where a replacement, repair or resupply of goods or services is not possible or practical, a full or partial refund of fees paid to Learnt in relation to such goods or services during the immediately preceding 3 months.

22.4 The Publisher acknowledges and agrees that:

(a) Learnt makes no guarantees, representations or warranties of any kind, that the Publisher will earn any Monthly Share Revenue, or obtain any other benefit from being a Publisher, or achieve results from being a Publisher; and

(b) the Publisher relies on, and uses, the Learnt System (including but not limited to the Learnt Marketplace), entirely at the Publisher’s own risk.

22.5 The Publisher acknowledges and agrees that Learnt will not be liable to the Publisher for any loss or damage arising from, the maintenance, repair, replacement, inspection or improvement of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content (including but not limited to Courses and Playlists), any downtime of the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content, any release, delay, implementation or impact of an Update, any inability of the Publisher, Enterprises, Users or Course Participants, to access and/or use the Learnt Platform, Learnt System, Learnt Marketplace and/or Marketplace Content, or any migration to a new third party provider.

22.6 The Publisher acknowledges that:

(a) the delivery of the Learnt System and Learnt Marketplace is dependent on a number of factors outside Learnt’s control, including traffic on and technical difficulties with the internet; and

(b) access to the Learnt System and Learnt Marketplace may not be continuous or uninterrupted and there may be associated interruptions and failures of the Learnt System and/or Learnt Marketplace,

and the Publisher agrees that, without limitation, Learnt and its Related Entities will not be held liable for any direct or indirect loss or damage incurred solely or in part from one or more of these factors arising.

23 WARRANTIES

23.1 To the extent permitted by law, Learnt makes no guarantees, representations or warranties of any kind, express or implied with respect to any part of the Learnt Marketplace, or the effectiveness or usefulness of, or results to be obtained from, the Learnt Marketplace.

23.2 The Publisher warrants that as at the Commencement Date:

(a) it is able to enter into and fulfil its obligations pursuant to these Publisher Terms;

(b) entry into these Publisher Terms and the performance of these Publisher Terms will not put it in breach of any obligation to any third party as at the date of entering into these Publisher Terms, and throughout the Term and the Post Termination Period;

(c) it is not under any obligation or restriction that would interfere with or restrict the performance of its obligations pursuant to these Publisher Terms; and

(d) all representations, warranties and undertakings are true and correct to the best of its knowledge.

24 INTELLECTUAL PROPERTY

24.1 The Publisher represents and warrants that the Publisher holds all right, title and interest in the Intellectual Property Rights in the Courses and Publisher Content, and/or the Publisher is authorised by the person who holds all right, title and interest in the Intellectual Property Rights in the Course and Publisher Content, to use such Intellectual Property Rights in the manner contemplated by the parties pursuant to these Publisher Terms. The Publisher agrees to produce written evidence of ownership or licence of copyright if and when requested by Learnt.

24.2 The Publisher must not infringe the Intellectual Property Rights of Learnt or its licensors or any other person.

24.3 The Publisher warrants that the use of the Courses and/or Publisher Content on the Learnt Platform, Learnt Marketplace and/or in the Learnt System as contemplated by these Publisher Terms will not breach any third party agreement or infringe any third party Intellectual Property Rights or other legal rights.

24.4 The Publisher acknowledges and agrees that the Publisher does not have, and nothing in the Learnt Platform, Learnt Marketplace, Learnt System or these Publisher Terms will be construed as granting the Publisher, any licence or right to use any Intellectual Property Rights of Learnt or its Related Entities or their licensors except as expressly stated in these Publisher Terms or with the express written consent of Learnt or its licensors.

25 PRIVACY

25.1 Each party agrees to collect, disclose, use, store and otherwise handle all Personal Information on the Learnt Platform, in accordance with the Privacy Act 1988.

26 CONFIDENTIALITY

26.1 The Publisher must not disclose to any person any information (including but not limited to documents, information, strategies, know how, methodology, business practices and data) relating to any part of these Publisher Terms or the Publishing Licence, or relating to the affairs or business of Learnt, which come into the Publisher’s possession in the course of or by reason of these Publisher Terms, or relating to, or evidencing, these Publisher Terms itself, either during the Term or any time thereafter, except in the proper course of the Publisher’s obligations pursuant to these Publisher Terms or as required by law or as agreed by the parties in writing.

27 FORCE MAJEURE

27.1 If Learnt is prevented from or delayed in complying with an obligation by an event beyond its reasonable control (including but not limited to telecommunication, internet or power failure or steady supply of same, war, act of terrorism, national emergency, pandemic, inclement weather, flood, fire, earthquake, cyclone, natural catastrophe, import or export embargo, boycott, power failure, shortage of materials or transportation, change to legislation, regulation, code or by-law, breakdown or destruction of plant and equipment, strike or lockout), performance by Learnt of that obligation is suspended during the time and only to the extent that compliance is prevented or delayed. The Publisher acknowledges and agrees that Learnt and its Related Entities will not be held liable for any loss or damage incurred by the Publisher arising or relating to such failure to comply.

28 NOTICES

28.1 A notice, approval, consent or other communication in connection to these Publisher Terms must be in writing and is deemed to be given by the sender and received by the receiver:

(a) if delivered in person, when delivered to the addressee;

(b) if posted 2 Business Days (or 6 Business Days if addressed outside Australia) after the date of posting to the addressee whether delivered or not;

(c) if sent by facsimile transmission, on the date shown on the transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the purposes of this clause; or

(d) if sent by email transmission, at the time the sender’s email software records that the email was sent to the addressee in its entirety and in legible form to the email address of the addressee notified for the purposes of this clause,

but if delivery or receipt is on a day which is not a Business Day or is after 5.00 pm (addressee’s time) it is deemed to have been received at 9.00 am on the next Business Day.

29 GENERAL

29.1 These Publisher Terms are governed by and will be construed according to the laws of New South Wales, Australia.

29.2 Nothing in these Publisher Terms constitutes a relationship of agency, partnership, joint venture, employment or any similar relationship between the parties.

29.3 The Publisher may not assign these Publisher Terms or any of the Publisher’s rights or obligations pursuant to these Publisher Terms without the prior written consent of Learnt.

29.4 These terms and conditions and the Course Submission Form for each of the Courses, together comprise the agreement between the parties in relation to the Publishing Licence (except as otherwise specifically agreed by the parties in writing).

29.5 If there is any inconsistency between a Course Submission Form and these Publisher Terms, these Publisher Terms will prevail to the extent of the inconsistency (except as otherwise specifically agreed by the parties in writing).

29.6 These Publisher Terms are deemed to be entered into on the date on which the Publisher submits the Publisher Registration Form and Learnt has received payment of the first Publisher Annual Contribution.

29.7 To the extent permitted by law, these Publisher Terms:

(a) embody the entire understanding of the parties, and constitutes the entire terms agreed by the parties; and

(b) supersede any prior written or verbal or other agreements between the parties,

in respect of the grant of the Publishing Licence contemplated in these Publisher Terms.

29.8 For the avoidance of any doubt, the parties may enter into a Related Agreement. If there is any inconsistency between these Publisher Terms and a Related Agreement, the agreements will prevail to the extent of any inconsistency in the order of precedence below (except where otherwise specifically stated in these Publisher Terms or that Related Agreement);

(a) Strategic Partnership Agreement;

(b) Enterprise Services Agreement; and

(d) Publisher Terms;

(e) other Related Agreement.

29.9 If any part of these Publisher Terms is deemed to be illegal, void or unenforceable, that part of these Publisher Terms will be severed to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions.

29.10 Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.

29.11 Clauses 3.5 to 3.9 (inclusive), 7.7, 8, 9.1, 21 and 23 survive the termination of these Publisher Terms and continue until the expiry of the Post Termination Period.

29.12 Clauses 3.10, 8, 9.2, 10 to 20 (inclusive), 22, 24 to 29 (inclusive) survive the termination of these Publisher Terms.

30 INTEPRETATION

30.1 In these Publisher Terms, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of these Publisher Terms;

(b) the word person includes a natural person and anybody or entity whether incorporated or not;

(c) a reference to a statute or regulation includes all amendments, consolidations or replacements of it, and all regulations or instruments issued under it;

(d) where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day;

(e) reference to any document, agreement or deed includes reference to that document, agreement or deed as amended, notated, supplemented, varied or replaced from time to time;

(f) all references to dollars or $ are to Australian dollars unless otherwise stated in these Publisher Terms;

(g) where something is done or received after 5.00pm on any day, it will be deemed to have been done or received on the following day;

(h) a reference to a party to a document includes that party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;

(i) neither these Publisher Terms nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting; and

(j) a reference to a time or date in connection with the performance of an obligation by a party is a reference to the time and date in New South Wales, Australia, even if the obligation is to be performed elsewhere.

31 DEFINITIONS

31.1 In these Publisher Terms, unless the context otherwise requires.

Adjustment means an adjustment referred to in clause 14.2;

Base Monthly Content Fee (Enterprise) means in respect of a Course or Playlist, the base monthly fee for an Enterprise for a Sub-licence of that Course or that Playlist on a Subscription Basis, as determined by Learnt pursuant to clause 5.7;

Base Monthly Content Fee (User) means in respect of a Course or Playlist, the base monthly fee for a User for a Sub-licence of that Course or that Playlist on a Subscription Basis, as determined by Learnt pursuant to clause 5.5 to 5.7;

Commencement Date means the date on which these Publisher Terms are entered into as determined in accordance with clause 29.6;

Course means in respect of the Publisher, a Marketplace Course owned by or licensed to the Publisher, that has been uploaded into the Learnt Marketplace pursuant to clause 3 by the Publisher or by Learnt or a third party on the Publisher’s behalf;

Course Fee means in respect of a Course, the base fee for a Sub-licence of that Course to a User, as determined by Learnt. This will typically be the same value as the Recommended Course Price;

Course Submission Form means the form entitled “Course Submission Form” available on the Website;

Dispute means a dispute, allegation or claim between the Publisher, Learnt, an Enterprise, User, Course Participant, and/or any other third party in relation to a Course, Course comprised in a Playlist, Playlist or Sub-licence of a Course or Playlist, or the Publisher’s Content or the Publisher’s access and/or use of the Learnt Platform, Learnt System and/or Learnt Marketplace,

Learnt Partner means an entity who Learnt has formed a strategic relationship with in order to operate, market and grow its business;

List of Common Definitions means the Learnt document entitled “List of Common Definitions” that provides definitions commonly used throughout Learnt documentation, agreements and policies (a current version of which is available on the Website as at the date of these Publisher Terms) and is subject to change from time to time;

Gross Monthly Revenue Share means in respect of a Sub-licence of a Course or Playlist, the amount determined by Learnt pursuant to clause 11.2(d);

GST has the meaning in clause 16.2;

Major Change means in respect of a Course or Publisher Content, a change, variation or update which in Learnt’s reasonable opinion, could have a significant impact on the understanding or learning of the Course or Publisher Content, or the value of the Course or Playlist. For the avoidance of any doubt, any changes, variations or updates to disclaimers, limitations, notifications or warnings of a Course or Publisher Content will be regarded as a “major change”;

Marketing Fee means in respect of a Marketing Program, the fee for that Marketing Program as specified on the Website or otherwise notified by Learnt to the Publisher from time to time;

Marketing Program includes but is not limited to marketing program, promotions and/or activities conducted, or other services provided, in order to market, promote, advertise and sell Sub-licences of Marketplace Courses and Marketplace Playlists;

Marketplace Course means a “Course” as defined in the List of Common Definitions;

Marketplace Playlist means a “Playlist” as defined in the List of Common Definitions;

Minor Change means in respect of a Course or Publisher Content, a change, variation or update which in Learnt’s reasonable opinion, does not have a significant impact on the understanding or learning of the Course or Publisher Content, or the value of the Course or Playlist

Monthly Revenue Share means in respect of a Sub-licence of a Course or Playlist, a share of the revenue that Learnt has received from a User or Enterprise for the sale of that Sub-licence, which has been calculated pursuant to clause 10 to 14 (inclusive), and to which the Publisher has become entitled to pursuant to clause 10;

Monthly Revenue Balance means in the amount determined pursuant to clause 13.2;

Net Total Content Fee means in respect of a Sub-licence of a Course or Playlist, the amount determined pursuant to clause 11.2(b);

Playlist means in respect of the Publisher, a Marketplace Playlist that contains a Course of the Publisher;

Playlist Publisher means in respect of a Marketplace Playlist, a Publisher (as defined in the List of Common Definitions) of a Marketplace Course comprised in that Marketplace Playlist;

Playlist Revenue Share means in respect of a Sub-licence of a Playlist, the amount determined in accordance with clause 11.2(c)(ii)(A).

Playlist Value means in respect of a Sub-licence of a Playlist, the amount determined pursuant to clause 12.2(a);

Post Termination Period means the period commencing on the date of termination of these Publisher Terms and ending on the latest Unexpired Sub-licence End Date of all Unexpired Sub-licences;

Publisher means the User or Enterprise who has entered into these particular Publisher Terms;

Publisher Fees includes the Publisher Annual Contribution, Marketing Fees and such other fees as notified by Learnt to the Publisher from time;

Publisher Annual Contribution means the fee payable by the Publisher to Learnt pursuant to clause 15.2 as specified on the Website, or otherwise notified by Learnt to the Publisher from time to time;

Publisher Content means in relation to a Course of the Publisher, the content in that Course and any other content related to that Course or Publisher (including but not limited to promotional information and representations about the Publisher or a Course) and any other content, uploaded by the Publisher or by Learnt or a third party on behalf of the Publisher into the Learnt Marketplace or Learnt Platform, or otherwise provided to Learnt (including but not limited to the information and content referred to in clause 2.2);

Publisher Monthly Report means a report referred to in clause 13.4;

Publisher Percentage means the percentage(s) in relation to Courses and Playlists specified on the Website from time to time or otherwise agreed in writing by Learnt and the Publisher;

Publisher Playlist Percentage means a percentage determined in accordance with clause 12;

Publisher Registration Form means the form entitled “Publisher Registration Form” available on the Website;

Publisher Revenue Share means in respect of a Sub-licence of a Course or Playlist, the amount determined in accordance with clause 10.2(c);

Publisher Terms means these terms and conditions;

Publishing Licence means the licence granted by the Publisher to Learnt pursuant to clause 2.1 and 2.2;

Recommended Course Price means in respect of a Course, the price recommended by the Publisher for Learnt to sub-licence that Course to a User on either a One Time Licence Basis or a Subscription Basis;

Related Agreement means the User Terms, an Enterprise Licence Agreement, Strategic Partnership Agreement, Enterprise Services Agreement or other agreement entered into by the parties separately and independently of these Publisher Terms, which refers to these Publisher Terms, the Publishing Licence and/or a Course;

Removal Period means the period commencing on:

(a) if these Publisher Terms are terminated pursuant to clause 17.3(b) or (c) or 7.4(a), the termination of these Publisher Terms; or

(b) if these Publisher Terms are terminated pursuant to clause 17.3(a), on the expiry of the Post Termination Period or upon the earlier termination of the Post Termination Period pursuant to clause 7.4(b),

and ending on the completion of the obligations in clause 17.11(a) to (e);

Term means the term specified in clause 17.1;

Total Content Fee means:

(a). in respect of a Sub-licence of a Course or Playlist for a User, where the Sub-licence is provided on a One Time Licence basis, the One Time Fee for that Course;

(b). in respect of a Sub-licence of a Course or Playlist for a User, where the Sub-licence is provided on a Subscription Basis, the Monthly Content Fee (User) for that Course or Playlist; or

(c). in respect of a Sub-licence of a Course or a Playlist for an Enterprise, the “Total Content Fee” for that Course or Playlist as defined in the Enterprise Licence Agreement;

Total Monthly Revenue Share means in respect of a calendar month, the total of the Monthly Revenue Share for ALL Sub-licences of Courses and Playlists which the Publisher has become entitled to pursuant to clause 10 during that calendar month;

Unexpired Sub-licence means a Sub-licence of a Course or Playlist that as at the date of termination of these Publisher Terms pursuant to clause 17.3 or 17.4, has an Access Period that has not yet expired; and

Unexpired Sub-licence End Date means in respect of an Unexpired Sub-licence, the date on which that Unexpired Sub-licence expires or such other earlier date as notified by Learnt to the Publisher.

31.2 Where a capitalised term is not defined in clause 31.1, it has the meaning as specified in the List of Common Definitions. If there is any inconsistency between clause 31.1 and the List of Common Definitions, the provisions in clause 31.1 will prevail (except as otherwise specifically stated in these Publisher Terms).

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