VTech Electronics (Australia) Pty Ltd (“VTech”)

Consolidated Terms and Conditions for Learning Lodge (Australia)

These Terms and Conditions have been updated on 7 April 2016.

1               Applicability

1.1         The Learning Lodge is a proprietary digital content access application which enables you to download free and/or payable (downloadable) digital software programs or firmware owned by VTech or its licensors, including but not limited to e-books, games and award certificates (“VTech Software”) through an area of Learning Lodge where downloads are made available (“Download Centre”) via the internet on a designated Personal Computer, laptop or Mac® from which the VTech Software can be uploaded onto a VTech Software compatible hardware product (“VTech Hardware Product”).  When the term “Learning Lodge” is used in the Terms and Conditions it includes other software applications, VTech Software and content, as made available through Learning Lodge.

1.2         These terms and conditions (“Terms and Conditions”) apply to VTech Software downloaded through the Learning Lodge, including the purchase, installation, use, account registration and firmware updates relating to VTech Software.   We particularly draw your attention to sections 8.3, 14.3, 18 and 15 below, which explains the circumstances in which we may suspend or terminate your use of the VTech Software and the conditions and limitations which apply to our liability to you in connection with the VTech Software.

1.3         These Terms and Conditions apply to all invitations, orders and Contracts (as described in sub-section 3.1) relating to VTech Software between you as a purchaser of the VTech Software (“you”) and VTech Electronics (Australia) Pty Ltd ACN 600 605 329 of 22 Albert Road, South Melbourne, Victoria Australia 3205 (“VTech”, “we”, “us” or “our”).  By using the VTech Software, you agree to the Terms and Conditions and our privacy policy (available at https://www.vtech.com.au/privacy_policy/) (the “Privacy Policy”) which is deemed incorporated into these Terms and Conditions .  If you do not agree in full to the Terms and Conditions and the Privacy Policy, you should refrain from installing and using the VTech Software.  We may vary these Terms and Conditions in accordance with sub-sections 1.7 and 8.3 below.

1.4         VTech Software is intended solely for the use of individuals who already own VTech Hardware Products.  If you do not currently own and possess a VTech Hardware Product, DO NOT download VTech Software.  If you disregard this section and download VTech Software despite not currently owning a VTech Hardware Product, VTech will not be responsible for any damage or loss caused to your device or information stored thereon, and you may be held legally liable for any resulting damage or loss caused to VTech by your download.

1.5         The VTech Software is available for individuals aged 18 or older.  If you are under the age of 18 you should review the Terms and Conditions together with your parent/guardian to make sure that you and your parent/guardian understand these Terms and Conditions.  On the basis of the Terms and Conditions, a Contract (as described below in sub-section 3.1) is formed between VTech and an adult/parent/guardian of a child who makes use of the VTech Software.  In these Terms and Conditions, where the context permits: references to things done by or on behalf of or in relation to your children shall be deemed to be things done by or in relation to you and vice versa; and references to a person using your account means you and/or your child.

1.6         Before the Contract is formed (as further described in sub-section 3.1) and you are able to download the VTech Software, the text of the Terms and Conditions is made available to you electronically.  This is done in such a way that you can easily store them on a durable data carrier.  At your request the Terms and Conditions will be sent to you electronically or in some other manner at no cost.

1.7         You can only register an account by accepting these Terms and Conditions as part of the registration process.  If you do not accept the Terms and Conditions in whole, you are not permitted to register an account.  In that case you should cancel the registration process, as Account Registration shall constitute your acceptance of these Terms and Conditions.  If you cancel the account registration process, the process will terminate and you will not be able to use the Learning Lodge or the VTech Software.

1.8         VTech may vary the Terms and Conditions from time to time with or without advance notice to you.  If we make a variation to these Terms and Conditions that would not cause detriment to you, we will post the varied Terms and Conditions on the Learning Lodge and they shall take effect immediately when they are posted.  We recommend that you regularly review the information posted by us in Learning Lodge to keep up to date with such variations.  We will notify you by email or through our online services if we make a variation that would cause detriment to you.  If you do not accept any variation, then you may terminate the Contract with us and stop using the VTech Software downloaded or Learning Lodge.  Your use of the VTech Software or Learning Lodge after the posting (or notification) of any variation to the Terms and Conditions, shall constitute your acceptance of that variation.

2               Special conditions

If an invitation (as described in sub-section 3.1) has a limited period of validity or is made under certain conditions, this will be explicitly stated in the invitation.

3               Our Contract

3.1         VTech is not obliged to provide the VTech Software to you until you have notified VTech in the way indicated in the Learning Lodge (our “invitation”) that you wish to order and/or use the VTech Software.  An agreement between you and VTech is formed electronically as soon as VTech has confirmed acceptance of your order and this confirmation is accessible for you (the “Contract”).

3.2         If we cannot accept your order and form a Contract with you we will inform you of our reasons for this.  This might be because the VTech Software is not available, because a credit reference we have obtained for you does not meet our minimum requirements or because we have identified an error in the price or description of any VTech Software.  You acknowledge that we may investigate whether it is possible or appropriate for us to form a Contract with you.  For example, we may check whether you are able to comply with our payment requirements.  To the extent permitted by law VTech reserves the right not to form the Contract based on these further investigations.  In certain circumstances, rather than rejecting an order from you it may be possible for us to attach special conditions to the Contract with you.  If this is the case we will notify you and take steps to agree these special conditions with you.

4               Registration, accounts and passwords

4.1         To download and use VTech Software, you must first register an account with the Learning Lodge before you will be able to download VTech Software from the Learning Lodge (“Registered Account”).

4.2         You can open a Registered Account in the Learning Lodge by completing the registration procedure specified therein and providing the requested information to VTech.  You must enter correctly and truthfully all details requested by VTech during the registration process.  Use of and access to your user account shall be personal to you only (including for use by your child). 

4.3         You should not choose a user name that infringes third-party rights, that impacts on the person of VTech staff members or other users, that is deliberately confusing, or that is racist, offensive, obscene, hurtful, unlawful or otherwise inappropriate or that is in conflict with the applicable legislation or regulations.  VTech reserves the right to form an opinion about this at its own discretion, to refuse user names for any reason whatsoever or to take other measures that VTech deems suitable.

4.4         You undertake to treat as confidential passwords and other registration details chosen by you as well as all activities undertaken using this password or under this account. You agree that you will notify VTech immediately of any unauthorised use of registration details.

4.5         Without prejudice to the provisions of section 15 (Our liability to you), VTech shall in no way whatsoever be held liable or responsible, either directly or indirectly, for any loss or damage of any nature whatsoever suffered by you as a result of or in relation to non-compliance by you with this section of the Terms and Conditions.

5               Licence

5.1         In consideration of the Terms and Conditions and, when applicable, in consideration of payment of the price of the VTech Software, VTech grants you a non-exclusive, non-sub-licensable, non-transferable licence for the duration of the Contract, to install the VTech Software on VTech Hardware Products for personal use.  You acknowledge that you will not acquire any rights to the VTech Software and/or the Learning Lodge other than this licence, in accordance with the conditions as stipulated in the Contract of which these Terms and Conditions form an integral part.

5.2         The Learning Lodge may only be used to reproduce the VTech Software or other content and software applications you are authorized or legally permitted to reproduce. The Learning Lodge is licensed, not sold, to you only for that purpose.

5.3         In order to use the Learning Lodge you must register a VTech Hardware Product and provide your own internet access at your expense.  There are different versions of Learning Lodge for different countries.  The version of Learning Lodge you are licensed to use will depend on the country where you bought your VTech Hardware Product.

5.4         You are also authorised to retain a back-up copy of the VTech Software on your personal computer so that the VTech Software can be re-installed on the VTech Hardware Product if the VTech Software is accidentally removed from the VTech Hardware Product.  VTech is at no time obliged to send you a physical copy of the VTech Software.  Except for the purpose described here, you must not reproduce the VTech Software or make copies of it.

5.5         VTech grants you permission to access and use the VTech Software, subject to the following express terms, and you agree that your failure to adhere to any of these terms of use shall constitute a breach of contract on your part; in particular you agree not to (or attempt to):

5.5.1   distribute, sell, assign, pledge, sublicense, lease, deliver or otherwise transfer or grant access to any part of or parts of the VTech Software, including but not limited to any textual or other content submitted to the VTech Software by users in any medium without the prior written authorization of VTech;

5.5.2   alter or modify any part of the VTech Software;

5.5.3   circumvent, disable or otherwise interfere with any security related features of the VTech Software or features that (i) prevent or restrict use or copying of VTech Software content or (ii) enforce limitations on use of the VTech Software or the content accessible via the VTech Software;

5.5.4   use the VTech Software for any commercial use, without the prior written authorization of VTech;

5.5.5   place content which is inappropriate or contains discrimination, slander, defamation and/or any provocation, exchange of abuse or incitement to hatred, or infringes on the privacy and personal life or other rights of a natural person or that can be assumed to be in any other way illegal;

5.5.6   collect or harvest any personal data of any user of the VTech Software (and agree that this shall be deemed to include VTech’s account names);

5.5.7   reverse engineer, disassemble, decompile or re-create the source code relating to the VTech Software;

5.5.8   copy, translate, modify or create derivative works based on the VTech Software or accompanying materials;

5.5.9   remove from the VTech Software any of the trade marks, trade names, logos, patent or copyright notices or marking or add any other notices or markings or add any other notices or markings to the VTech Software.

5.6         Where the context permits, the terms of sub-section 5.5 shall also apply to Learning Lodge.

6               Free downloads

6.1         VTech may offer free download(s) as a free introductory promotion or from time to time as a promotion or gift to thank our customers (“Free Downloads”).  Free Downloads may be made available by VTech at its sole discretion and subject to its right to withdraw or change the offer at any time without notice.  You must check that Free Downloads have been correctly credited to your account subject to the final determination by VTech and inform us immediately if not.

6.2         Free Downloads expire and will be deleted if they have not been redeemed within a certain period after acquisition so you should redeem them as soon as possible.  The expiry period is whatsoever VTech specify when you acquire the Free Downloads or, if VTech has not specified a time limit, twelve (12) months from acquisition.

6.3         Free Downloads do not have any inherent value and they are not your own private property.  VTech does not provide any cash or refunds for Free Downloads and they are for your personal use only.  You cannot sell or transfer them or make them available for anyone else or attempt to do so.

6.4         VTech can impose additional restrictions concerning the acquisition or redemption of Free Downloads from time to time under its sole discretion and may update or upgrade the Free Downloads at any time.

6.5         VTech can restrict access to, or delete, Free Downloads as mentioned above or if Free Downloads were awarded in error.

6.6         VTech can at any time end the entire Free Downloads program and will give you at least four weeks’ advance notice to redeem the unused Free Downloads.

6.7         Free Downloads are not allowed to be used for purchasing a licence to install premium content.  There is special indication at the Download Centre for premium content.

7               User Submissions

7.1         While VTech desires to receive feedback from consumers, unless specifically requested by VTech in writing, please do not send VTech any creative or original concepts, ideas, materials or products, or confidential or proprietary information.  All comments, feedback, ideas, suggestions or other information submitted or offered to VTech by e-mail or otherwise (collectively “User Submissions”) shall be and remain VTech‘s property.  Any such disclosure or offer of any User Submissions shall constitute an assignment to VTech of all worldwide rights, titles and interest in all intellectual property in the User Submissions.  Thus, VTech will own exclusively all such rights, titles and interests in any User Submissions, and shall not be limited in any way in its use, commercial or otherwise, of any User Submissions.  VTech is and shall be under no obligation to maintain any User Submissions in confidence (except to the extent a User Submission constitutes (in whole or part) personal data in which case it will be treated in accordance with our Privacy Policy), to make any payment for any User Submissions, or to respond to any User Submissions.

7.2         You agree that you will not send or post any User Submissions that are subject to any third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner to post the material in question and to grant VTech the rights referred to sub-section 7.1 above.  VTech reserves the right (but shall have no obligation) to decide whether User Submissions comply with the content requirements set out in the terms of use in section 5 and may remove such User Submissions without prior notice and at VTech’s sole discretion.

8               Upgrades, updates and changes to the VTech Software

8.1         VTech may provide VTech Software upgrades and updates for your VTech Hardware Products from time to time through the Learning Lodge, without any prior written notice being given.  Before initiating an update or upgrade, you should first read and precisely follow the instructions for it.  The process must be carried out in an environment with a steady power supply.  If the update or upgrade process is interrupted, your VTech Hardware Product and/or any VTech Software already downloaded by you may not function properly.  You must follow the download procedure as explained through the Learning Lodge in order to properly use the VTech Hardware Product and/or the VTech Software.  To the extent permitted by law, VTech will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure or inability to use the Learning Lodge, the VTech Software or your VTech Hardware Product, including any damage which you could have avoided by following our advice to apply an update or upgrade offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

8.2         VTech may update or upgrade the Learning Lodge or VTech Software from time to time and such updated or upgraded changes will be automatically provided to you the next time you connect your designated Personal Computer or Mac® to the Internet.  Unless explicitly stated otherwise, any new or additional features that augment or enhance the current Learning Lodge or VTech Software, including the release of new products or services, shall be subject to the Terms and Conditions.

8.3         The information published in the VTech Software or in the Learning Lodge does not necessarily reflect VTech’s views.  VTech may at any time and at its own discretion with or without notice to you change, delete or withdraw any information, content or downloadable software programs made available through the VTech Software or Learning Lodge or impose additional restrictions, rules or charges (as further set out in sub-section 10.4 below) concerning the use of the VTech Software or Learning Lodge.  Where such changes, withdrawals, restrictions or rules would cause detriment to you, VTech will contact you in advance to tell you about them and you may terminate the Contract if you do not agree to the revisions.  However, VTech reserves the right to alter or remove the VTech Software or Learning Lodge or suspend your use in any way, at any time, for any reason (acting reasonably), without prior notification, and will not be liable in any way for possible consequences of such changes.  This may be necessary, for example, to reflect changes in relevant laws or regulatory requirements or to implement technical adjustments and improvements, for example to address a security threat.

9               Cancellation or withdrawal of an order

9.1         You may cancel an order at no charge and without stating reasons until the download process of the VTech Software starts.  You may not cancel an order once delivery of the download process of the VTech Software has started.  At that time, your order becomes binding, unless you have received a download that does not function properly.  If this happens, you must inform VTech of this as soon as possible at consumer_services@vtech.com.  If the malfunctioning of the download was caused by or is the responsibility of VTech and cannot be resolved, a refund may be made.

9.2         Since VTech Software are software applications that, in view of its nature, cannot be returned, no right of withdrawal or right of return applies to the VTech Software.

10           Price and payment

10.1     In order to make payments via the Learning Lodge, you will need to make your payment details available to VTech by completing a payment procedure.  The different Download Centres made available through the Learning Lodge may accept the following forms of payment: credit/debit cards and/or PayPal and any alternative payment methods/accounts created by VTech that can be used to purchase VTech Software in the Download Centres made available through the Learning Lodge (including but not limited to Free Download and Gift certificates) (“Alternative Payment Methods”) indicated through the Learning Lodge.

10.2     All amounts due will be debited to the most recent bank account, credit card account and/or other payment details that you make available through the Learning Lodge in order to purchase VTech Software (“Payment Account”) indicated by you during the registration procedure or to the Alternative Payment Account.

10.3     All prices of the VTech Software are inclusive of GST (where applicable) and other government imposed levies, unless otherwise stated.

10.4     VTech reserves the right to change periodically the prices of the VTech Software made available in the Download Centres of the Learning Lodge, for reasons of changes in GST rates or otherwise.  However, such price changes will not apply to VTech Software already purchased by you.

10.5     If you decide to make your payment details available to VTech via the Learning Lodge:

10.5.1        you warrant that you have the right to operate the Payment Account;

10.5.2        you warrant that all details furnished in the context of your payment to VTech for the VTech Software are accurate and complete; and

10.5.3        you agree that you must pay for all licences to install VTech Software that you buy from the Download Centres and that VTech may debit your (Alternative) Payment Account for the price of all VTech Software purchased, and for any additional amounts (including taxes and later payments, insofar as applicable) you owe to VTech.

10.6     When a credit/debit card transaction option is available, VTech may request advance approval for an amount the maximum of which is the amount of your order.  Invoicing takes place when an order is placed by you or shortly thereafter.

10.7     You are and remain responsible for on-time payment of all amounts.  If and so long as you do not pay the amounts due within the prescribes term, you will not receive the licence as described in section 5 of these Terms and Conditions.

10.8     Subject to applicable laws, all charges are non-refundable.  You shall pay the charges in full without any deduction or set-off whatsoever.

11           Your responsibilities

11.1     You must (and you must ensure that or all persons using your account):

11.1.1        comply with all policies (including any acceptable use policy and privacy policy) in relation to the VTech Software and Learning Lodge, as published by us from time to time.

11.1.2        ensure that the VTech Software and Learning Lodge are used solely for their intended purpose;

11.1.3        not permit any other person to use VTech Software and Learning Lodge and must not re-sell or purport to re-sell VTech Software and Learning Lodge;

11.1.4        ensure there is no unauthorized access, or harm caused, to our computer system or network or those of our suppliers;

11.1.5        not commit, cause or allow any breach (or do anything which might put us in breach) of any law, regulation, government direction or industry standard or code;

11.1.6        not use the VTech Software and Learning Lodge to breach a person’s rights (including committing defamation or infringing a person’s intellectual property rights);

11.1.7        not post or submit any Impugned Content to the Learning Lodge;

11.1.8        not commit Defined Abuse;

11.1.9        notify us immediately of any security breach (suspected or otherwise) of the VTech Software or Learning Lodge, or your account login details;

11.1.10    be solely responsible for arranging and maintaining all communications services, system resources and other equipment and services needed to access the VTech Software and Learning Lodge, including adequate bandwidth to support your use thereof;

11.1.11    promptly inform us of any change to your billing or address details;

11.1.12    be responsible for the timely and accurate notification to us of any defect in the VTech Software and Learning Lodge or other issue which may give rise to a warranty or consumer claim;

11.1.13    maintain an up-to-date copy of all of your data at all times, suitable for restoring services in the event of loss or corruption of data on your or our systems.

11.2     For the purposes of sub-section 11.1:

11.2.1        Impugned Content” means content that:

(i)            is false or misleading according to the Australian Consumer Law or any other law;

(ii)           is obscene, threatening or defamatory;

(iii)         is invasive of privacy;

(iv)         infringes any persons’ intellectual property rights;

(v)          harasses another user or any other person or group, or encourages such harassment;

(vi)         is verifiably untrue;

(vii)       constitutes commercial solicitation, political campaigning, or involves the transmission of unsolicited mass mailing (including spamming);

(viii)      identifies the author as someone other than the true author of the post;

(ix)         is pornographic or sexually explicit in nature;

(x)          or would otherwise reasonably be considered illegal, objectionable or offensive;

11.2.2        Defined Abuse” means misuse of Learning Lodge including: (a) giving an unauthorized person the user’s account and password details, (b) deliberately or recklessly disrupting our service, (c) engaging in the practice known as spamming, (d) using the Learning Lodge in an unlawful manner, (e) using the Learning Lodge to menace or harass others, (f) Denial-of-service attacks on other users or networks, (g) using the Learning Lodge to unlawfully obtain access to other networks, or (h) as otherwise reasonably determined by us;

11.2.3        Denial-of-service attacks” includes behaviour of a user that results in disruption of our service, disruption of other people’s use or enjoyment of the Learning Lodge, which includes but is not limited to computer viruses, IRC harassment, e-mail bombardment, damage to internet-connected resources and channel flooding.

11.3     You must ensure that each person using your account complies with each term in these Terms and Conditions that is applicable to them.  You shall be vicariously liable and responsible to (and you fully defend and indemnify) us in respect of each of those people’s use of any good or service (including the VTech Software and Learning Lodge and including in circumstances where such people have the benefit of any such good or service) and compliance with such terms.

12           Limited warranty, warranty disclaimers and links to third party websites

12.1     Subject to sub-sections 12.2 and 12.3 below, VTech warrants to you that the VTech Software uploaded on to your VTech Hardware Product adheres to the minimum technical requirements specified in an invitation, is of satisfactory quality and fit for its purpose, and shall work as designed for a period of ninety (90) days from the date of installation and VTech will correct any defect and provide updates as soon as commercially feasible (the “Warranty Period”). 

12.2     Subject to the Australian Consumer Law, VTech shall have no liability for any damage, loss, expense or detriment caused, whether directly or indirectly, for any defect or fault in the VTech Software arising as a result of your use of the VTech Software in contravention of VTech‘s instructions.

12.3     If within the Warranty Period, you notify VTech in writing of any defect or fault in the VTech Software, which does not arise from use in contravention of these Terms and Conditions, from any step we take in accordance with section 8.3, or from any circumstance listed in section 17.2 (provided that such circumstance is not caused by VTech‘s failure to comply with these Terms and Conditions), VTech shall, at its sole option, either repair or replace the VTech Software, provided that you make available such information and assistance as VTech may reasonably require.

12.4     VTech makes every effort to ensure the high quality of the content of the VTech Software and Learning Lodge.  To the extent permitted by law and except as expressly set out in the Limited Warranty provisions at sub-sections 12.1 - 12.3 above despite the due care it exercises in compiling the information, VTech does not accept responsibility or liability for the functions incorporated into the VTech Software or Learning Lodge and does not guarantee the accuracy, suitability or comprehensive nature of the information, nor does it guarantee that the VTech Software or Learning Lodge are at all times uninterrupted or error-free, that defects are corrected, or that any content is accurate, complete, reliable, current, or error-free.

12.5     To the extent permitted by law and except as expressly set out in the Limited Warranty provisions at sub-sections 12.1 - 12.3 above the content, information and software provided through the VTech Software is provided on an “as is” and “as available” basis and VTech makes no warranty, representation or condition, either express or implied, as to its use, availability, accuracy or performance.  To the extent permitted by law and except as expressly set out in the Limited Warranty provisions at sub-sections 12.1 - 12.3 above as a user you assume all risks and responsibilities for its use or non-use and VTech makes no representation that the content appearing on or downloaded via VTech Software is compatible for your computer or free from errors or viruses.  No VTech employee, agent or representative is authorized to modify or amend this warranty.  Nor does the information provided by VTech through the VTech Software made available by VTech release the user from the responsibility of having to examine the suitability of this information and/or software for the purpose intended by the user.

12.6     The VTech Software may provide, or third parties may provide, links to other World Wide Web sites or resources.  Because VTech has no control over such sites and resources, you acknowledge and agree that you access such sites and their products or services at your own risk and VTech is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources including without limitation for the accuracy, non-infringement or legality of such content, advertising, products, services or other materials.  You further acknowledge and agree that VTech, its parent, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, services or other materials available on or through any such sites or resources.

13           Security

You understand that the VTech Software may comprise technical security measures installed by VTech or its licensors, to protect the VTech Software and to prevent unauthorised use of the VTech Software by you.  You understand that any use you make of the VTech Software that is in contravention of the right of use obtained on the basis of the Contract may constitute a copyright infringement.  The security technology forms an integral part of the VTech Software.

14           Intellectual property rights

14.1     All intellectual or industrial property rights to all VTech Software developed and/or made available pursuant to the Contract, materials made available, content that is made available in the Learning Lodge or other materials such as analyses, designs, documentation, reports, animations, testing modules, video and/or photo material, as well as preparatory material for this, as well as the system of collected works which can be considered a database or compilation, and trade marks are vested solely in VTech or its licensors.  Except as specifically set forth herein, VTech retains all right title and interest in all the contents and underlying software of the VTech Software, or made available therein.

14.2     You must not remove or to alter any indication of copyrights, trade marks, trade names or other intellectual or industrial property rights from the VTech Software, including indications of the confidential nature and non-disclosure of the material.

14.3     It is our policy to terminate account privileges of any user who demonstrably infringes the copyright rights of others upon receipt of proper notification to VTech by the copyright owner or the copyright owner‘s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted in the Learning Lodge or via the VTech Software in a way that constitutes copyright infringement, please provide the following information to our copyright agent: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is published in the Learning Lodge or the VTech Software; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner‘s behalf.  VTech’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:  Attention: copyright agent, VTech Electronics (Australia) Pty Ltd ACN 600 605 329 of 22 Albert Road, South Melbourne, Victoria Australia 3205 or via email consumer_services@vtech.com.

15           Our liability to you

15.1     Subject to any law to the contrary (including the Australian Consumer Law):

15.1.1        you agree that VTech’s (and its suppliers’, licensors’, parent’s, subsidiaries’, affiliates’, directors’, officers’, agents’, co-branders’, other partners’ and employees’) maximum aggregate liability in relation to any claim, loss or damage (including without limitation any claim, demand, action, expense, cost, loss, liability, proceeding (including reasonable legal costs)), whether arising under or in relation to this agreement (including without limitation a dispute as to breach or termination of this agreement), any tortious act or omission (including without limitation negligence) or under common law or statute, is limited to the amount actually paid by you to VTech in the six months immediately prior to the relevant event occurring;

15.1.2        the parties exclude any term, condition, warranty or representation which is not expressed in this agreement (other than an “Implied Term”, being a term implied into this agreement by consumer protection legislation and which such legislation prohibits from being excluded, restricted or modified, including for example guarantees provided under the Australian Consumer Law);

15.1.3        (subject to sub-sections 259(4) and 267(4) of the Australian Consumer Law in relation to an Implied Term) in no event will VTech (or its suppliers, licensors, parent, subsidiaries, affiliates, directors, officers, agents, co-branders, other partners or employees) be liable to you or to any other person for any indirect, special, incidental, consequential, punitive or other loss or damage, including loss of profit or loss of data, cost of procurement of substitute goods or services arising out of the use or inability to use any goods or services, whether based in warranty, contract, tort or other legal theory and whether or not such party was advised of the possibility of such damages, in relation to the subject matter of this agreement.

16           Your liability to us

16.1     You will be responsible for any claims, proceedings, damages, losses, injuries, costs and expenses or liabilities suffered by VTech as a result of your breach of any of these Terms and Conditions.

16.2     You warrant to us that:

16.2.1        all information supplied by you is true and correct;

16.2.2        you have made all necessary enquiries and satisfied yourself regarding the suitability of the VTech Software and Learning Lodge for your purposes;

16.2.3        you will not use the VTech Software or Learning Lodge in breach of any law or any person’s rights (including intellectual property rights);

16.2.4        in the case of an individual, you are over 18 years of age.

16.3     You are responsible for all purchases made via the Learning Lodge (including being vicariously responsible for purchases made by any other person using your account).

16.4          You must indemnify and save harmless us and our related bodies corporate and our suppliers and their respective officers, employees, contractors and agents (the “Indemnified Persons”) from any loss, injury, damage, liability, costs or expenses whatsoever suffered or incurred by an Indemnified Person arising from or in connection with:

16.4.1        any information provided by or on behalf of you or a person using your account;

16.4.2        the use of the VTech Software and Learning Lodge by you or a person using your account;

16.4.3        any alleged breach of a person’s rights (including, but not limited to, defamation, intellectual property and privacy rights) in respect of the use of the VTech Software and Learning Lodge by you or a person using your account; and

16.4.4        any breach of these Terms and Conditions by you or a person using your account.

17           Data backup and security

17.1     The level and degree of data backup and security measures that VTech takes in relation to any single customer depend upon the service options chosen by that customer; each customer must play an active role in determining and maintaining its own data backup and security.  You shall ensure that appropriate data backup and security measures are taken in relation to your data (having regard to the criticality or sensitivity) of the data.

17.2     VTech aims to comply with peer industry practice in relation to data backup and security.  Notwithstanding these efforts, however, you acknowledge that servers connected to a network, and particularly those connected to the internet, are subject to security threats and no data is entirely secure and safe from a breach or failure of data backup and security.  Accordingly, whilst VTech takes reasonable steps in relation to data backup and security, if notwithstanding such measures, VTech’s site and any software or other data or material downloaded therefrom or any related services suffer an outage, corruption, attack, virus, interference, hacking, intrusion, data loss, theft or unlawful removal, or any other loss, damage, compromise or impairment, VTech shall not be liable and it excludes all warranties and liability to the fullest extent permitted by law.

18           Termination

18.1     VTech or you may terminate a Contract at any time.

18.2     If you do not comply with any of the Terms and Conditions, VTech at its sole discretion acting reasonably, without notice to you may immediately terminate the agreement between VTech and you.  To the extent permitted by law, VTech shall not be liable to you or any third party for the termination of the agreement.

18.3     Amounts owed by you to VTech before the termination in relation to anything you have already carried out or supplied in implementation of the Contract, will continue to be payable in full and will become due immediately upon termination.

19           Privacy and data

19.1     For the avoidance of doubt, Your Data (including all intellectual property rights in Your Data) shall be owned by you.  We will return (and if required we will facilitate the return of) a copy of Your Data to you, subject to: (a) all of your accounts first being paid in full; (b) you not having breached the Contract; and (c) you paying our reasonable charges for doing so.  For the purposes of this section, “Your Data” means data owned or generated by or on behalf of you, where such data relates solely to you; Your Data expressly excludes any material comprising a good or service supplied by us, our data and our intellectual property.

19.2     Consent to use of data: You agree that we may collect and use technical data and related information (including but not limited to technical information about your device, system and application software, and peripherals) that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the VTech Software and Learning Lodge.  We may use this information, as long as it is in a form that does not personally identify you, to improve our products and services or to provide services or technologies to you.

19.3     Usage data (including metadata and customer usage) may be generated by the use of the VTech Software and Learning Lodge, in which case:

19.3.1        where applicable, all right, title and interest in such usage data is retained by you;

19.3.2        you grant us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use such data; and

19.3.3        you consent to our use of such data (and to provide such data to others) for our internal business purposes, for marketing purposes, for market analysis, to analyse customer trends and where required by law.

19.4     We are not obliged to review or monitor any of your use of the VTech Software and Learning Lodge (including Your Data), although we may do so if such use violates any section contained in these Terms and Conditions, or if required by law.

19.5     You authorize us to use and provide personal information to our suppliers to the extent necessary to fulfil our obligations under these Terms and Conditions.

19.6     We may also collect a user’s personal information and use it for the following purposes:

19.6.1        for marketing purposes, including to provide information about goods or services which we or any of our suppliers or related bodies corporate or affiliates may offer;

19.6.2        to disclose to credit reference associations and credit reporting agencies for the purpose of providing services or other credit providers providing services;

19.6.3        for the purpose of engaging with, assisting and fulfilling our obligations to third party suppliers;

19.6.4        for purposes related to or arising out of our provision of services and credit.

19.7     You give your consent to the types of use of information described in these Terms and Conditions.  You give your consent to us sending electronic messages (including commercial electronic messages) within the meaning of the Spam Act 2003 (Cth).

19.8     VTech is committed to protecting the privacy of the users of VTech Software.  Our policies regarding collection, use, storage, protection, and disclosure of your information, are contained in VTech’s Privacy Policy, which is incorporated into these Terms and Conditions by reference and available at https://www.vtech.com.au/privacy_policy/.

19.9     By proceeding to use the VTech Software, you confirm that you have read, understood and agree to this Privacy Policy in its entirety and grant us permission to process your personal data that you have provided to us in accordance with the provisions of the Privacy Policy.  We therefore advise you to read it carefully.

20           Complaints and queries

Should you have any questions concerning these Terms and Conditions, our Privacy Policy or if you desire to contact VTech for any reason, please contact your local consumer department using one of the following options:

(a)    Direct Email > enquiriestoys_anz@vtech.com

(b)   Web Enquiry Form > https://www.vtech.com.au/support/contact_us/

(c)    Facebook > VTech Toys ANZ > Tech Support form

21           General

21.1     If any one or more of the provision of the Terms and Conditions, or their application in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of that provision in any other respect and the remaining provisions of the Terms and Conditions shall remain in force and shall not in any way be impaired.

21.2     We may assign or novate any of our rights or obligations under these Terms and Conditions and you give your consent to such assignment or novation, provided that we will not do so to your detriment.

21.3     A party’s failure to exercise or enforce any right under or provision of the Terms and Conditions shall not constitute a waiver of such right or provision.

21.4     When you use the VTech Software or send e-mails to us, you are communicating with us electronically.  You consent to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices in the Learning Lodge or VTech Software.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

21.5     These Terms and Conditions are not intended to limit or modify your statutory rights (where applicable) as a consumer.

21.6     The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect.

21.7     The provisions and conditions of these Terms and Conditions constitute the entire agreement between you and VTech related to the purchase and use of the VTech Software and the use of Learning Lodge and supersedes any prior agreements or understandings not incorporated herein.  In the event that any inconsistencies exist between these Terms and Conditions and any future published version of these Terms and Conditions or understanding, the last published Terms and Conditions shall take precedence.

21.8     Any provision which by its nature would survive termination or expiry of the Contract (including without limitation any exclusion or limitation of liability or indemnity in these Terms and Conditions) shall survive termination or expiry of these Terms and Conditions, including following sections: 12.412.6 (Warranty disclaimers and links to third party websites), 15 (Our liability to you), 16 (Your liability to us), 18 (Termination), 21.1 (Severability), 21.3 (Waiver), and 21.9 (Choice of law and forum).

21.9     The Terms and Conditions shall be governed and construed in accordance with the laws of Victoria, Australia.  Any dispute arising out of or relating to the Terms and Conditions or your access or use of the Learning Lodge will be subject to the non-exclusive jurisdiction of the courts and tribunals of the State of Victoria.