Terms and Conditions

           

   


Community Contract

Scroll to the bottom to accept the Terms & Conditions


Wilam (the Platform) is a virtual network connecting individuals and organisations from the life sciences industry. These terms and conditions form a contract (Agreement) between BioMelbourne Network Inc. (ABN 30 219 606 495) (BioMelbourne Network) and anyone who uses the Platform (you, User). This Agreement governs your access to and use of the Platform.

You accept this Agreement when you register to use the Platform. If you do not agree to these terms and conditions, you will not be able to use the Platform.

 

  1. DEFINITIONS
    1. Account means a user account to access and use the Platform.
    2. Business Day means a day that is not a Saturday, Sunday, or a public holiday in any Australian State or Territory in which the services relating to the Platform are being performed.
    3. Consequential Loss means any special, incidental, punitive, exemplary, indirect or consequential loss, including business interruption losses, loss of revenue, loss of anticipated savings, loss of profits, loss of goodwill, loss of reputation, loss of interest or business opportunity, costs of procurement or substitution of any goods or services, and loss or corruption of information or data (including costs of recovering or reconstructing lost or corrupted data).
    4. Content means any material in electronic format (which may include software) provided by BioMelbourne Network through the Platform.
    5. Device means a mobile device, tablet or computer.
    6. Harmful Code means “back door”, “time bomb”, “logic bomb”, “Trojan Horse”, “worm”, “drop dead device”, “DoS attacks”, “DDoS attacks”, “virus” or any other malware, spyware or computer software routine having the effect of permitting unauthorised access to or use of any system, network or software, or disabling, damaging, corrupting, interrupting or erasing, or disrupting or impairing the normal operation of, any part of any system, network or software.
    7. Intellectual Property Rights means any intellectual property rights anywhere in the world, whether or not now existing, including rights in relation to copyright (registered or unregistered), inventions (including patents, innovation patents and utility models), confidential information, technical information and know-how, registered and unregistered designs, registered and unregistered trademarks, circuit layout rights and rights in databases.
    8. Personal Information has the meaning set out in the Privacy Act.
    9. Platform means the Wilam virtual network, including any Updates made from time to time.
    10. Post has the meaning set out in clause 6.
    11. Privacy Act means the Privacy Act 1988 (Cth).
    12. Third Party Websites means any websites operated by third parties.
    13. Update means any update or modifications to the Platform, which may include changes for maintenance of, addition or removal of features or functionality, or redesign of the Platform.
    14. User Data means any information that the User provides through the Platform, which may include Personal Information and Posts.
  2. TERM

This Agreement starts when you first register for an Account or use the Platform (whichever comes first) and continues until terminated in accordance clause 17.

  1. ACCOUNT
    1. You will be issued an Account when you register to use the Platform.
    2. BioMelbourne Network may treat any access to or use of the Platform via your account as access or use by you, notwithstanding that it may have been accessed or used by another without your knowledge or authority. You are responsible for all access to and use (including all information posted or transmitted on the Platform by anyone using your Account), except where unauthorised activity occurs due to BioMelbourne Network's failure to take reasonable steps to prevent it.
    3. You must keep the password associated with your Account confidential and secure it from any unauthorised access or use.
    4. You must notify BioMelbourne Network as soon as practical if you become aware of any unauthorised access to or use of your Account, and take reasonable steps to re-secure the Account as soon as practical.
  2. PLATFORM
    1. BioMelbourne Network provides access to the Platform on a limited, non‑exclusive, non-transferable basis and free of charge, in accordance with this Agreement.
    2. BioMelbourne Network will use commercially reasonable efforts to ensure the Platform is available 24 hours a day, seven days per week. However, the Platform may become unavailable from time to time for scheduled Updates or due to events beyond BioMelbourne Network's reasonable control.
    3. BioMelbourne Network will use commercially reasonable efforts to monitor activity on the Platform, including Posts by Users on the Platform. BioMelbourne Network does not guarantee that such monitoring will ensure full compliance by all Users with the terms of this Agreement, and such monitoring does not limit any User's obligations under this Agreement.
  3. ACCEPTABLE USE

You must not, and you must not permit any person to:

  1. use the Platform except in accordance with this Agreement;
  2. use the Platform, Content or any Post by another User, or associated services for any purpose not permitted by relevant laws, regulations or generally accepted practices and guidelines relevant to the Platform, Content, Post or associated services;
  3. expressly or impliedly impersonate any other User or use the Account or password of another User at any time;
  4. harass, stalk, threaten or disrupt other Users;
  5. use the Platform for any illegal or unauthorised use including, unauthorised framing of or linking to the Platform;
  6. engage in automated use of the Platform, including systematic or automated data collection, access or usage;
  7. cause damage to or interfere with accessibility to the Platform;
  8. reverse-engineer, decompile, translate or disassemble the Platform or any Content (except as permitted by statute);
  9. bypass, or attempt to bypass, any security feature of the Platform, or introduce any Harmful Code to the Platform;
  10. copy, reproduce, distribute, publish or otherwise use the Platform or any Content in any manner or for any purpose not expressly authorised by this Agreement;
  11. assign, transfer, sell, lease, license or sub-license the Platform (or your access to it) to any third party;
  12. use the Platform, Content or any Post by another User or any associated services in connection with any commercial endeavours except those that are specifically endorsed or approved by BioMelbourne Network;
  13. provide any third party with access to the Platform other than as expressly permitted under this Agreement;
  14. challenge or repudiate or take any action to impair, prejudice or diminish the Intellectual Property Rights in the Platform, any Content or any Post by another User;
  15. remove or interfere with any copyright or trade mark notices contained within the Platform or any Content;
  16. do anything that may damage the reputation of BioMelbourne Network or the Platform;
  17. engage any person to replicate the functionality or features contained in the Platform; or
  18. modify any documentation, instructions or manuals provided or made available in relation to the Platform or any Content.
  1. POSTs
    1. The Platform may allow registered Users to make public posts to the Platform, such as on a forum or a discussion board (Posts). Posts may be visible to other Users.
    2. Posts are not pre-screened by BioMelbourne Network, and BioMelbourne Network makes no claims as to and is not responsible for the accuracy, integrity, timeliness or quality of any Post.
    3. You must not make any Post that:
      1. breaches the law or promotes illegal behaviour;
      2. includes unhelpful advice or comments, such as blaming;
      3. is harmful, threatening, abusive or harassing;
      4. incites violence or contains material depicting or describing violence;
      5. is pornographic or exploits people in sexual manner;
      6. is defamatory;
      7. promotes or includes racism, bigotry, hatred, physical harm or any other discriminatory behaviour;
      8. is false, misleading or fraudulent;
      9. continues an existing discussion but is clearly irrelevant to that discussion;
      10. impersonates any person or entity or falsely misrepresents your affiliation with a person or entity;
      11. breaches or encourages a breach of this Agreement;
      12. infringes another’s rights including Intellectual Property Rights;
      13. invades another’s privacy;
      14. contains sensitive or confidential information;
      15. includes a photograph or image of another person or another person’s property without their consent;
      16. reveals anyone’s identification documents, sensitive business or financial information;
      17. is posted to disrupt the operation of the Platform or its related services; or
      18. BioMelbourne Network otherwise reasonably considers to be obnoxious or inappropriate.
    4. Posts which are not in English will not be reviewed or moderated by BioMelbourne Network. The terms of this Agreement apply to Posts in any language.
    5. BioMelbourne Network is not responsible for the content of links to Third Party Websites contained in Posts, and may remove any such links or Posts without notice and at its discretion.
    6. BioMelbourne Network is not responsible for any goods or services offered to you by a User in a Post, even if BioMelbourne Network connects you with that User.
    7. BioMelbourne Network is not responsible for any events listed or promoted by BioMelbourne Network on the Platform.
    8. BioMelbourne Network may remove Posts that do not comply with this Agreement without notice to the User.
    9. By uploading a Post you warrant that you have the right and authority to make the Post.
    10. You acknowledge and agree that BioMelbourne Network has no obligation to store, maintain back-ups of or provide you with a copy of any Posts.
  2. DEVICES
    1. BioMelbourne Network does not warrant that all Devices can access and use the Platform.
    2. You may incur charges from your mobile service provider and/or internet provider for using the Platform. These charges are your responsibility and you should raise any matters regarding these charges directly with the relevant service provider.
  3. Third Party Websites

BioMelbourne Network may include links to Third Party Websites on the Platform. These links are provided for convenience only, and Third Party Websites do not form part of the Platform and are not controlled by BioMelbourne Network. You access those Third Party Websites at your own risk.

  1. Accuracy, reliability and errors

You acknowledge and agree that BioMelbourne Network does not guarantee that the Platform is accurate, reliable or error-free. BioMelbourne Network will use commercially reasonable endeavours to maintain and keep the Platform available and current in accordance with good industry practice.

  1. UPDATES
    1. From time to time, BioMelbourne Network may provide Updates to the Platform. BioMelbourne Network is not required to give you any notice before implementing an Update.
    2. If you provide BioMelbourne Network with any feedback, suggestion or comment regarding the Platform, you grant to BioMelbourne Network a worldwide, irrevocable, perpetual, sub-licensable, transferable, royalty-free licence to use and exploit any such feedback, suggestion or comment for any purpose without any obligation or compensation to you.
  2. INTELLECTUAL PROPERTY RIGHTS
    1. As between the parties, BioMelbourne Network owns all right, title and interest in and to the Platform, including all Intellectual Property Rights subsisting in the Platform and the Content.
    2. Any rights that are not expressly granted to you in this Agreement are expressly reserved by BioMelbourne Network.
    3. BioMelbourne Network grants you a non-exclusive, non-transferable, non-sub-licensable, revocable licence to:
      1. use the Intellectual Property Rights in the Platform, Content and any Updates for the purposes of using the Platform in accordance with this Agreement;
      2. copy and store Content contained in the Platform in your Device's cache memory; and
      3. print pages and Content from the Platform for your own personal, non-commercial use.
    4. You must not, without BioMelbourne Network's prior written consent and the consent of any other owner of relevant Intellectual Property Rights, broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or any Post contained on the Platform, for any purpose, unless otherwise provided by this Agreement.
    5. Subject to paragraph (f), you grant BioMelbourne Network a non-exclusive, worldwide, non-transferable, sub‑licensable, royalty-free licence to use the User Data (including your Posts) for the purposes of providing the Platform in accordance with this Agreement or otherwise exercising its rights under this Agreement, as well as the right to:
      1. copy, reformat, edit or translate the User Data; and
      2. present the Posts on the Platform.
    6. BioMelbourne Network may not use your Posts in marketing or advertising without your prior written consent.
    7. You grant BioMelbourne Network a non-exclusive, worldwide, non-transferable, sub-licensable, perpetual and irrevocable royalty-free licence to use the User Data in a de-identified and aggregated form for research purposes and for the purposes of creating analytics and databases to improve or otherwise develop the Platform. As between the parties, BioMelbourne Network owns all right, title and interest in such research, analytics and databases.
    8. On becoming aware of any claim or allegation by a third party against you that your use of the Platform infringes the Intellectual Property Rights of that third party, you must:
      1. promptly notify BioMelbourne Network in writing, giving full particulars of any infringement, suspected infringement or alleged infringement;
      2. give BioMelbourne Network the option to conduct the defence of such a claim, including negotiations for settlement or compromise (whether before or after institution of legal proceedings);
      3. provide BioMelbourne Network with any assistance it reasonably requires in defending such a claim; and
      4. authorise BioMelbourne Network to: (A) modify the Platform or replace elements of it, to render the Platform non-infringing without materially diminishing its functionality; or (B) obtain for your benefit the authority to continue the access and use of the Platform, provided that if neither (A) nor (B) can be achieved using reasonable commercial efforts, BioMelbourne Network may terminate this Agreement (or the relevant part of it) by written notice to that effect.
  1. PRIVACY
  1. Each party must comply with the Privacy Act, including the Australian Privacy Principles, as applicable to that party.
  2. BioMelbourne Network may collect your Personal Information in order to:
    1. allow you to establish an Account, access and use the Platform and communicate with Users (as contemplated by this Agreement);
    2. operate and improve the Platform;
    3. send you direct marketing communications; and
    4. administer BioMelbourne Network's relationship with you, where you have provided such information through or in connection with the Platform, or otherwise in accordance with the Privacy Policy.
  3. BioMelbourne Network may also collect your Personal Information through the use of cookies. For more information about how we use cookies and how to disable cookies on your browser, please refer to the Privacy Policy.
  4. BioMelbourne Network will only send you direct marketing communications, including about offers, news, promotions or events, where you have consented to BioMelbourne Network doing so.
  5. You may opt-out of receiving direct marketing communications at any time by contacting BioMelbourne Network or by following the opt-out instructions provided in the direct marketing communications. 
  6. BioMelbourne Network also collects technical information and general analytics in a de-identified form arising from your use of the Platform. This information is used for the purpose of gauging visit traffic and trends to improve the Platform and tailor BioMelbourne Network's services and Content to you.
  7. BioMelbourne Network may disclose your Personal Information to its service providers and affiliates in connection with these purposes, such as any third party IT service provider. BioMelbourne Network uses web-based programs for activities that may be hosted offshore and consequently your information may be disclosed to offshore entities. BioMelbourne Network's Privacy Policy information about how you may seek to access and/or correct the Personal Information that BioMelbourne Network holds about you, how you may complain about a privacy breach and how BioMelbourne Network will deal with such a complaint.


  1. Confidentiality
    1. Each party will (and BioMelbourne Network will take reasonable steps to ensure that its employees, agents and subcontractors will), in relation to the other party's confidential information:
      1. keep that information confidential and secure;
      2. not disclose or permit disclosure of that information to any person other than as reasonably required for the purposes of this Agreement; and
      3. not use or permit the use of that information other than as reasonably required for the purposes of this Agreement.
    2. The source code and object code in the Platform, and the Content, is BioMelbourne Network's confidential information.
    3. Paragraph (a) does not apply to the extent that information:
      1. is publicly available, other than due to a breach of this Agreement;
      2. was known to the relevant party prior to the execution of this Agreement; or
      3. must be disclosed by a party under an applicable law.
  1. Warranty
    1. Except for any express warranties in this Agreement, to the extent permitted by law, BioMelbourne Network excludes all conditions, guarantees and warranties, whether express or implied, statutory or otherwise.
    2. BioMelbourne Network does not warrant and has no liability to any party (including to you) in relation to the accuracy, completeness or reliability of content on the Platform (including Posts) supplied by third parties or other Users.
    3. BioMelbourne Network warrants to you that your access to and use of the Platform in accordance with this Agreement will not, to BioMelbourne Network's actual knowledge at the date of this Agreement, infringe the Intellectual Property Rights of any third party in Australia.
    4. BioMelbourne Network will not be liable in relation to any breach of the warranty given in paragraph (c) where the infringement is caused or contributed to by:
      1. your use of the Platform in a manner which is inconsistent with the rights granted under this Agreement, or with any documentation or written operating instructions or guidelines provided by BioMelbourne Network;
      2. your use of the Platform other than in the normal and customary manner for the purposes for which it is designed;
      3. the combination of the Platform with any materials that are not supplied by BioMelbourne Network; or
      4. data provided to BioMelbourne Network or entered on the Platform by you, including the User Data.
  1. Indemnity
    1. To the extent permitted by law, you agree to indemnify and hold harmless BioMelbourne Network, and its directors, officers, employees, agents and representatives, (together, the Indemnified Parties) from and against any and all claims, demands, actions, judgments, losses, liabilities, damages, costs and expenses (including legal costs on a solicitor-client basis) that an Indemnified Party incurs or suffers as a result of, or arising out of or in connection with:
      1. your material breach of this Agreement; or
      2. your infringement or violation of the rights of any third party (including Intellectual Property Rights), except to the extent arising from:
      3. BioMelbourne Network's breach of any of its warranties or obligations in this Agreement; or
      4. negligence or wilful misconduct on the part of one or more of the Indemnified Parties.
    2. The obligations under this clause 15 survives termination of this Agreement, or your access to or use of the Platform. BioMelbourne Network reserves the right to assume the defence and control of any matter subject to indemnification by you, in which event you will cooperate with BioMelbourne Network's reasonable requests in asserting any available defences. 
  1. LIABILITY
    1. The Australian Consumer Law set out in the Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), and other similar consumer protection laws and regulations, may imply certain rights, consumer guarantees, warranties or remedies relating to the Platform which cannot be excluded, restricted, qualified or modified by BioMelbourne Network (Non-Excludable Rights). Nothing in this Agreement excludes or attempts to exclude your Non-Excludable Rights as a consumer under the ACL.
    2. Each party's liability arising out of or in connection with this Agreement whether in contract, equity, negligence, tort or for breach of statute or otherwise, including under a warranty or indemnity, will be reduced by the extent, if any, to which the other party's breach of this Agreement or negligence caused or contributed to the liability.
    3. Neither party will be liable to the other, including in negligence, for any Consequential Loss arising out of or in connection with this Agreement (or any breach of it) or the Platform.
    4. To the fullest extent permitted by law, each party's total aggregate liability in connection with this Agreement to the other party (whether under statute, in contract or in tort, including negligence, or otherwise) for any liability, loss, damage or expense suffered or incurred by the other is limited to $100.
    5. If a supply by BioMelbourne Network under this Agreement is a supply of goods or services to a consumer within the meaning of the ACL, to the extent that the ACL permits BioMelbourne Network to limit its liability, then BioMelbourne Network's liability is limited to:
      1. in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and
      2. in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
  1. TERMINATION
    1. Without limiting BioMelbourne Network's right to terminate, BioMelbourne Network may suspend your access to or use of the Platform if any use of the Platform by you occurs in breach of this Agreement that (in BioMelbourne Network's reasonable opinion) threatens the security, integrity or availability of the Platform. BioMelbourne Network will use commercially reasonable efforts to notify you of such suspension.
    2. A party may terminate this Agreement immediately on written notice :
      1. if the other party is in breach of this Agreement and, where the breach is capable of remedy, that other party has not remedied such breach within seven days of receiving written notice to do so; or
      2. subject to any right the defaulting party may have to stay such termination under insolvency laws, if the other party becomes insolvent within the meaning of the Corporations Act 2001 (Cth) or you, being a person, become bankrupt.
    3. BioMelbourne Network does not guarantee that the Platform will be available indefinitely. If BioMelbourne Network decides to cease providing the Platform, it may terminate this Agreement by written notice to you. If practical, BioMelbourne Network will provide you with at least 30 days' notice before ceasing to provide the Platform.
    4. On termination of this Agreement for any reason:
      1. the termination is without prejudice to any rights or liabilities of the parties accruing as at the date of termination;
      2. you must immediately cease using the Platform; and
      3. each party must promptly on the other party's written request return to or delete all confidential information of the other party in its possession or control.
  1. GENERAL
    1. In this Agreement the words "including", "include" and similar words are not words of limitation.
    2. BioMelbourne Network may assign or novate this Agreement, or any right or obligation under it, without your prior written consent as part of a good faith corporate restructure or disposition of assets, provided that the entity to which the rights or obligations will be assigned or novated is likely to be able to perform such rights and obligations. You must not assign or novate this Agreement, or any right or obligation under it, without BioMelbourne Network's prior written consent.
    3. Any provision of this Agreement that is expressed to survive, or by its nature survives, the termination of this Agreement (including clauses 11, 12, 13, 14, 15, 17 and 18) will survive termination of this Agreement and continue in effect.
    4. If any clause or part of any clause of this Agreement is unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses), which will continue in full effect.
    5. This Agreement is governed and construed in accordance with the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts and tribunals having jurisdiction in that State.
    6. This Agreement constitutes the entire agreement between BioMelbourne Network and you in relation to the Platform.
    7. BioMelbourne Network may vary the terms of this Agreement from time to time, provided any variation is not unduly detrimental to you. The latest version of this Agreement will be available through a link within the Platform. By using or continuing to use the Platform after such variations, you will be deemed to accept this Agreement as varied.
    8. Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and BioMelbourne Network, or between you and any other User.
    9. Any comments, disputes or complaints relating to the Platform can be directed to: support@wilam.com.
    10. For general inquiries, contact BioMelbourne Network at: info@wilam.com.