“Account” has the meaning ascribed to it in clause 4.1.
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“Account Administrator” shall mean a user who is authorised by the Customer to act as the administrator for an Account and who shall have the authority to provide access to the Platform to Designated Users as determined by the Customer. Access to the Account Administrator shall be provided by Fifth Domain upon the completion of the requisite fees and payments.
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“Customer” means an organisation or person who has entered into a Customer Agreement with FifthDomain under which FifthDomain has agreed to provide Services as set out in the relevant Customer Agreement. This includes enterprise customers and government customers.
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“Customer Agreement” means the agreement entered into between the Customer and FifthDomain which sets out the terms and conditions under which FifthDomain will provide Services to the Customer.
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“Designated User” means a User who is intended to have access to FifthDomain Content, Platform and Services as determined by the Customer. It also includes any of FifthDomain’s employees, agents and contractors to the extent that any such employees, agents or contractors are performing work pursuant to the Customer Agreement, or who are otherwise exercising powers conferred onto them by this Agreement.
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“Platform” has the meaning ascribed to it in clause 1.2.
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“Services” mean any services provided by FifthDomain to the User under this Agreement, including the Platform as detailed in clause 1.2.
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“Terms” has the meaning ascribed to it in clause 1.1.
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“User” shall include the user of the Platform including any end user who accepts the terms in this Agreement, whether in their individual capacity or as an employer, agent or authorised representative and includes any person who is granted access to the Platform and Services by FifthDomain or a Customer. This includes general users of the Platform, Customers and Designated Users.
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“Website” has the meaning ascribed to it in clause 1.1.

3.1 User Eligibility: You are not allowed to use the Platform and Services if you are under the age of 12. If you are between the ages of 13 to 15 (inclusive), you are not allowed to use the Platform and Service unless your parent or legal guardian consents to you using the Platform and Services. Both you and your parent or legal guardian are required to read this Agreement before you use the Platform and Service.

3.2 Representation for Company Access: If you are accessing and using the Services on behalf of a company (such as your employer), government body/agency, educational or training institution, community club, recruiting agency or other legal entity, you represent and warrant that you possess the authority to legally bind that company or other legal entity to these Terms. In such instances, “you” and “your” will refer to that specific company or other legal entity. The terms “you”, “your”, “yourself” shall also include your employees, agents, representatives and any other individual who retain access to the Services through your Account. It is your responsibility to ensure the persons who has access to your Account are aware and comply with these Terms.

4.1 To access the Services, you must create an account using a username and a password (“Account”). It’s important that you provide us with accurate, comprehensive and up-to-date information on the Account (“Information”) (including registration information) and promptly update this information as needed.
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4.2 Individual User Registration: You may be required include disclosing your personal information (i.e., any information that identifies or can be used to identify, contact, or locate the person to whom such information pertains) to us.
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4.3 Entity User Registration: In order to create an Account, you must provide us with (including but not limited to) an email address, password, company name, ABN, company / entity address, contact name and contact number (as applicable). In such a registration, an Account may be assigned to you by an Account Administrator, such as your employer or other organisation. If you are using or logging into an Account assigned to you by an Account Administrator, additional terms may apply to your use of the Account. Moreover, your Account Administrator may be able to access or disable your account without our involvement.

5.1 While we strive to keep the Platform secure and free from bugs or viruses, we recommend that you use your own virus protection and software to enhance your security.
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5.2 To ensure functionality and continuity of use, FifthDomain shall:

5.3 FifthDomain shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
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5.4 We do not warrant that the Platform will be available at all times and without disruption and we provide no warranties in relation to the content of any other website linked to or from our Platform.
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5.5 FifthDomain shall provide any maintenance or support and assistance to a User in downloading and using the Platform on request, subject to additional charges.
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5.6 You must not (or attempt to):

5.7 We may refer fraudulent or abusive or illegal activity to the relevant authorities. If you have created an Account with us, you are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We are not responsible for any unauthorised activity on your Account if you fail to keep your account login information secure. Any unauthorised use of your Account must be notified to us immediately.
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5.8 You must not use another User’s Account without our and/or the other user’s express permission. If you suspect or become aware of any unauthorised use of your Account or that your password is no longer secure, you must notify us immediately and take immediate steps to re-secure your Account (including by changing your password).
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5.9 We reserve the right to investigate and take appropriate action against any user who violates this Agreement or engages in any illegal or improper use of the Platform, which may include suspending or terminating the User’s access and Account.

7.1 In consideration of the provision of the Services by FifthDomain, the User agrees to make payments including all applicable GST or any equivalent tax as provided for in the invoice. The fees may comprise of a sign-up fee and a subscription fee depending on the User type and number.
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7.2 Upon receipt of a tax invoice for the payments by FifthDomain, the User shall settle the same within fourteen (14) days of receipt by way of electronic fund transfer to a bank account nominated in writing by FifthDomain from time to time.
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7.3 FifthDomain may offer you additional features or services as part of a paid subscription account, subject to additional terms and conditions as specified by FifthDomain.
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7.4 In the event the User fails to make payments in a timely manner as stipulated in this Agreement, the User shall be liable to pay a late payment penalty of 5% per week on the outstanding amount, accruing from the due date of payment until the outstanding balance is settled in full.
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8.1 For purposes of these Terms “FifthDomain Content” means all products, data, text, images, software, works, materials, outputs, reports, insights and other information generated, stored or made available through the Platform by FifthDomain, its licensors or other content providers, including without limitation any data, information or materials generated, derived or created by FifthDomain as a result of processing, analysing, compiling, organising, reporting or otherwise dealing with User Content or other data inputs. This also includes documents (such as lab instructions and challenge resources), videos (whether offered in-platform or externally), audio or sound recordings, graphics or visual materials, labs, virtual machines, challenges, competitions, ranges, and brand materials (including trademarks, logos or other protected materials).
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“User Content” means any data, text, images, works, materials or other information uploaded, provided or submitted by a User to be processed, analysed, compiled, organised, reported on or otherwise used as an input by the Platform, but excludes any FifthDomain Content. User Content remains the sole and exclusive property of the User(s) that contributed such User Content.
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8.2 Whilst your FifthDomain Account may allow you to create, upload and share User Content, you agree that you will not create, upload or otherwise share any User Content through the Platform that would constitute a breach of this Agreement and would be contrary to any applicable law, regulation or other rule.
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8.3 FifthDomain Content Ownership
FifthDomain does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict your rights to use and exploit your User Content. Subject to the foregoing, FifthDomain and its authorised licensors exclusively own all rights, title and interest in the Platform, Services and FifthDomain Content, including all associated intellectual property rights (“IPR”). You acknowledge that the Platform and FifthDomain Content are protected by copyright, trademark, and other applicable laws of Australia and other foreign countries. You commit to refrain from removing, altering or obscuring any copyright, trademark, service mark, IPR or other proprietary rights embedded in or accompanying the Platform or FifthDomain Content.
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8.4 Removal of User Content:

8.5 The User shall not post, upload, publish, submit or transmit any User Content that:

9.1 Your Obligations following a Breach:

9.2 Our Powers to Respond to Breaches:

9.3 Although we are not obligated to monitor access to or use of the Services or FifthDomain Content or to review or edit any FifthDomain Content, we retain the right to do so for the purpose of operating the Services, ensuring compliance with these Terms and adhering to applicable law or other legal requirements. We reserve the right, though not obligated, to remove or disable access to any FifthDomain Content, at any given time and without prior notice. This includes, but is not limited to, situations where we, at our sole discretion, deem any FifthDomain Content objectionable or in violation of these Terms. We retain the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10.1 Licences Granted by You

10.2 Your Responsibility for Licences and User Content

10. 3 Licences Granted by FifthDomain

11.1 FifthDomain reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform or any service to which it connects, with reasonable notice to you, such notice not being less than [30] days.
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11.2 FifthDomain may from time to time provide enhancements or improvements (“Updates”) to the features or functionality of the Platform, which may modify or delete certain features and/or functionalities of the Platform. You agree that FifthDomain has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Platform to you.
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11.3 You further agree that all Updates or any other modifications will be (i) deemed to constitute an integral part of the Platform, and (ii) subject to the terms and conditions of the Agreement.
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11.4 User Restrictions: Unless expressly permitted under these Terms, you are restricted from: (i) copying, modifying or creating derivative works (ii) distributing, transferring, sublicensing, leasing, lending or renting the Platform to any third party; (iii) reverse engineering, decompiling or disassembling the Platform; or (iv) making the functionality of the Platform available to multiple users through any means. FifthDomain retains all rights in and to the Platform that are not expressly granted to you under these Terms.
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12.1 All the material displayed on or available on our Platform and Services, including trademarks, service marks, logos, trade names, content, data, information, tables, reports, articles, tools, text, designs, graphics, layouts, names, email communications, and all the underlying source code and software, is owned or used under licence granted to us by our licensors, and is protected by copyright, trademark and other intellectual property laws of Australia and other foreign countries. You agree not to infringe any intellectual property rights owned by FifthDomain.
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12.2 All of our rights in this regard are reserved. You hereby agree to not to remove, alter or obscure any intellectual property or proprietary rights notices displayed or made available on our Platform or any of our Services.

13.1 You agree not to engage in any of the following activities:

13.2 Users may be allowed to engage in the following activities with a view to achieve an educational purpose or in the interest of the public:

13.3 Notwithstanding the exceptions specified in clause 13.2 above, even though we might make exceptions for some content, FifthDomain still reserves the right to remove or modify any content that goes against this Agreement.
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14.1 We comply with the Australian Privacy Principles and only collect personal information that you provide to us. Please refer to our Privacy Policy for information on how we collect, use and disclose your personal information. You acknowledge and agree to the condition that your use of the Services is subject to our Privacy Policy.

16.1 The Platform, Services and FifthDomain Content are provided on an “as is” and “as available” basis, without warranty of any kind. Unless otherwise expressly stated in these Terms we explicitly disclaim any representations, warranties, or undertakings in relation to the Platform and Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. We do not guarantee that the Platform and Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
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16.2 We provide no representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Platform; (ii) that the Platform will be uninterrupted or error-free; (iii) regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Platform, any Services, Products or FifthDomain Content; or (iv) that the Platform and any activity relating to the Platform are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
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17.1 You hereby agree to fully indemnify and hold harmless FifthDomain and our directors, officers, employees and agents from and against any claim brought by a third party resulting from the use of the Platform and Services in respect of all losses, costs, actions, proceedings, claims, damages, expenses, including legal costs and expenses or liabilities whatsoever, suffered or incurred directly or indirectly by FifthDomain in consequence of such use of the Platform or use or purchase of Services or your breach or non-observance of these Terms and the Agreement.
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17.2 You shall defend and pay all costs, damages, awards fees, including legal fees and judgments awarded against FifthDomain arising from or out of the above claims, and shall provide us with notice of such claims, and reasonable assistance necessary to defend such claims at your sole expense.
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18.1 To the fullest extent possible at law, we exclude all liability to you or anyone else for loss or damage of any kind or nature relating in any way to the Platform including, but not limited to, loss or damage you might suffer as a result of:

18.2 We do not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Platform or any linked website or featured in any banner or other advertising.
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18.3 Where any law (including the Australian Consumer Law) provides a guarantee which may not be lawfully excluded, our liability will be limited to that provided by law.
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18.4 Except as required by law, in no event shall we be liable for any loss or any special, incidental or consequential damages arising out of or in connection with our Platform or this Agreement (however arising, including negligence). You agree to accept sole responsibility for the legality of your actions under the laws that apply to you. You agree that we have no responsibility for the legality of your actions.
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18.5 Notwithstanding anything to the contrary in this Agreement or elsewhere, FifthDomain’s total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of:

19.1 In the event of any dispute arising between the parties in connection with this Agreement (“Dispute”), the parties agree to submit the Dispute to mediation. A party claiming that a Dispute has arisen must notify the other party in writing giving details of the Dispute (“Notification”) setting out a full description of the matters in Dispute. On receipt of Notification the parties must negotiate in good faith to resolve the Dispute within [30] days of initiating mediation. The number of mediators shall be one and the seat of mediation shall be Australian Capital Territory, Australia.

19.2 The mediation will be conducted in accordance with the mediation guidelines produced by the Law Council of Australia and the Australian Disputes Centre.

19.3 Upon failure to resolve the Dispute through mediation within [30] days (or longer period agreed between the parties) either party may commence court proceedings in accordance with clause 23.6.

19.4 Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief before courts of competent jurisdiction in the Australian Capital Territory.

20.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
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20.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:

22.1 FifthDomain is committed to providing safe, welcoming and respectful learning environments. You can submit a complaint if you believe that someone might have violated these Terms, including any intellectual property rights, by emailing helpdesk@fifthdomain.com.au.
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22.2 When submitting a complaint, you are required to provide your contact details, a description of the violation, any evidence concerning the occurrence of the violation, particular details of where on the Platform the content is located, violator's details (if known), and desired resolution. Additionally, if the complaint is regarding an intellectual property right violation, provide us with details on the owner of the intellectual property right and evidence of the same.
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22.3 By submitting a complaint, you agree that:

22.4 Intentional abuse of this complaint tool (such as making a request for the purpose of harassing another person) may result in your removal from the Platform.
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22.5 A takedown notice as per Copyright Regulations in Australia can be sent to FifthDomain’s designated agent using the contact information below:
Director of Customer Delivery

Fifth Domain Pty Ltd

Ground Floor

216 Northbourne Avenue

Braddon, ACT Australia 2600

22.6 Our designated agent can also be contacted by emailing helpdesk@fifthdomain.com.au.
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22.7 FifthDomain reserves the right to take appropriate actions against violations, which may include content modification, user warnings, account suspension or deletion, legal action, or other measures as allowed by law and these Terms. Users are informed of actions taken and can appeal decisions by emailing helpdesk@fifthdomain.com.au, providing evidence and reasons for the appeal. Content removal for intellectual property rights infringement will be communicated, and users can contest removals. Strikes may be recorded for infringements, leading to account termination after three strikes within 90 days, subject to appeal and evidence contestation.

23.1 Assignment and transfer.

23.2 Variations and Modifications: We reserve the right to amend, modify, add to or delete any of these Terms from time to time, and such modifications shall be effective immediately upon posting of the modified terms on the Platform. Use of the Services or Platform after changes to these Terms will constitute your acceptance of such revised terms.
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23.3 Waiver: If we do not insist that you perform any of your obligations under the Agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
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23.4 Severance: Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
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23.5 Third party rights: The Agreement is between you and us. No other person has any rights to enforce any of its terms.
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23.6 Governing law and jurisdiction: This Agreement is governed and construed in accordance with the laws of Australian Capital Territory, Australia and you hereby submit to the exclusive jurisdictions of the courts of Australian Capital Territory, Australia.
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23.7 Contact Information. If you have any questions about these Terms or the Services, please contact FifthDomain: