Terms and Conditions

The Agreement. These terms and conditions, the Acceptable Use Policy, and any applicable Order Form (the Agreement) lay out the rules and conditions for your use of the Labs and forms a contract between XINTRA Labs Pty Ltd (ABN 30 669 232 026) of 285A Crown Street, Surry Hills NSW 2010, Australia (also referred to as "we," "us," or "our") and you or the organisation you're representing ("you" or "your").

Agreement Start. This Agreement becomes effective the moment you click the "I Agree" button, when you start using any of the Labs, or on the Effective Date of your Enterprise Customer Order Form, whichever happens first (the Effective Date).

Capacity. By agreeing to this Agreement, you're confirming that you have the legal right and capacity to enter into contracts, including that you are not a minor. If you're agreeing on behalf of an organisation, you're also confirming that you're authorised to bind your organisation to this Agreement.

For the meaning of specific terms used in this Agreement, please refer to Section 16.

Provision of the Labs

Access. During the Term, XINTRA Labs will provide access to the Labs in accordance with the Agreement:

if you’re an Individual User, you will have access to the Labs available to you via this website, and

if you’re an Enterprise Customer, your Authorised Users will have access to the Labs available to them via this website, and their access will be enabled with the Enterprise Customer Labs Experience.

Accounts. To access the Labs, each User needs their own account. You are in charge of giving us the right information to set up your account, keeping your password safe, and how your account is used. XINTRA Labs doesn’t have to give more than one account to a User.

Premium features. Enterprise Customers and their Authorised Users will be provided with premium features not available to Individual Users.

Modifications

Modifications to the Labs. We may update or change the Labs in ways that we believe will benefit you, always aiming to enhance your experience and challenge you to achieve more. When we do make changes that could significantly affect how you use the Labs, we’ll make sure to let you know (via email and/or our social accounts, at our sole discretion), especially if you've told us you want to be kept in the loop about these updates. This is all part of our commitment to ensure the Labs keep meeting your needs and pushing the boundaries of what you can achieve. We recommend that you follow our social accounts for updates @XintraOrg.

Modifications to this Agreement. We might update or change the terms of this Agreement occasionally. When we do, we'll post those changes on this website. These changes will kick in when you next log into the Labs. By continuing to use the Labs after these changes take effect, you're agreeing to the new terms. This section doesn't cover changes made to other documents or web pages linked from our Agreement.

Discontinuation of the Labs. We will inform you at least 12 months in advance if we plan to stop offering any of the Labs or their key features, except when we're able to replace the discontinued Lab or feature with something very similar in function and value. We retain the right to make changes if necessary to follow the law, handle significant security issues, or avoid major financial or technical difficulties. This notice doesn't apply to other services we provide or to Labs and features that are not yet broadly available to all users.

Modification of Premium features. We may, at our sole discretion, decide what features are offered to Enterprise Customers, and may modify, add, or remove the premium features at any time, without prior notice. Enterprise Customers acknowledge that the scope and nature of these premium features may change, and that we are under no obligation to maintain, replace, or provide specific premium features.

Subscription Cost for Individual Users

As an Individual User, you have the flexibility to access the Labs through our dedicated login portal at xintra.org/login. For this access, there are two straightforward payment options available to you:

Free Trial Subscription: you can choose to use the Labs for seven (7) days with no fees applicable. While we don’t charge you fees for the Free Trial, you still have to comply with these terms and conditions, and the Acceptable Use Policy. In this case the Term of your Agreement will be seven days, starting from the Effective Date. At the end of the Term, your access to the Labs will end unless you sign up for a Monthly or Annual Subscription. Signing up for multiple Free Trial Subscriptions is a breach of these terms and conditions.

Monthly Subscription: you can choose to pay USD $45 each month. This fee is billed in advance, meaning we charge you at the start of your billing cycle for the upcoming month's access. In this case the Term of your Agreement will be four weeks, starting from the Effective Date.

Annual Subscription: if you prefer a longer commitment with a bit of savings, you can opt for the annual subscription at USD $459. This option is also billed in advance, covering your access to the Labs for the entire year. In this case the Term of your Agreement will be 365 days, starting from the Effective Date, and

Cancellation: you can cancel any time, but you will forfeit the balance of the subscription fee for the remainder of the Term. We will not refund you for that part of the subscription Term you have paid for but do not use.

Payment Terms. As an Individual User:

when you choose to access the Labs, you agree to make payments in the currency displayed on XINTRA's payment portal. Your payment is due immediately upon your subscription selection – this means you need to pay upfront for the access you're about to enjoy, and

if you've opted for a monthly subscription, you're also agreeing to authorise us to process ongoing payments. This authorisation allows us to charge your chosen payment method each month automatically, ensuring you have continuous, uninterrupted access to the Labs. This process is designed to be hassle-free, allowing you to focus on making the most out of the Labs without worrying about manual payment submissions each month.

These terms ensure you know exactly what the costs are upfront, making it easier for you to plan and enjoy uninterrupted access to the Labs.

Subscription Cost for Enterprise Customers

To accommodate the unique needs of our Enterprise Customers, we offer a bespoke subscription arrangement that reflects the scale and scope of your access to the Labs. Enterprise Customers are required to engage directly with XINTRA Labs to discuss and agree a subscription arrangement that suits the number of Authorised Users and the level of access required by you.

We will agree the subscription particulars with you in an Enterprise Customer Order Form, which will detail the agreed payment terms, including the total cost and payment schedule.

Payment Terms. As an Enterprise Customer you agree:

to abide by the terms and conditions of payment as detailed in the Enterprise Customer Order Form, and

to pay the Fees set out in the Enterprise Customer Order Form. We shall issue an invoice to you for payment of the Fees under this Agreement, and we will send that invoice electronically to your designated email address for invoice submissions, and

that you will not purchase licenses on an Individual User basis, for example, to circumvent Enterprise Customer licensing arrangements.

We pride ourselves on providing a tailored experience for our Enterprise Customers, and as such, we do not offer a one-size-fits-all pricing model for these accounts. Instead, we work closely with you to understand your needs and to craft a subscription arrangement that aligns with your organisational goals and budget.

Enterprise Customers and their Authorised Users get access to premium features not available to Individual Users.

Please contact us at your earliest convenience to initiate this process and to learn more about how XINTRA Labs can support you and your team.

Taxes

All Fees we have quoted here are quoted on a tax exclusive basis.

Goods and Services Tax (GST). We will add the current GST rate to the Fees stated in this Agreement. We will give you a tax invoice that meets all the rules of the Goods and Services Tax Act from 1999 and any related laws. You need to pay this GST amount to us on top of the Fees. If there's a change in the GST amount because of the law, we will send you a new note to adjust the GST amount. We are registered for GST and will tell you if we're not registered anymore.

Taxes Imposed on XINTRA Labs. We are solely responsible for the payment of all taxes, levies, duties, or similar governmental assessments (including, without limitation, income taxes, GST, VAT, and withholding taxes) that are imposed on us as a result of or in connection with the payments made under this Agreement.

Your Obligations

Permitted Users. Use of the Labs under this Agreement is permitted only by:

Individual Users. You’re probably an Individual User if you are personally taking on the cost of accessing our Labs. This means you are using your own funds, not those of an employer or any other organisation, to pay for your subscription. You’re probably using your personal email address (such as one from Gmail, Hotmail or similar) to sign up and maintain your Account with us. This arrangement highlights the direct relationship between you and us, emphasising the personal investment you're making in accessing our cutting-edge resources, and

Authorised Users. You’re probably an Authorised User if you’re someone whose access to the Labs has been authorised and funded by an organisation, such as your employer or school, meaning you don't have to pay for it yourself. Typically, you'll use your work or school email address to sign up and maintain your Account with us. As an Authorised User, you get to enjoy the Enterprise Customer Labs Experience, which offers a range of specialised resources and tools tailored to meet the needs of organisational users like you.

Sharing Accounts.

No User is permitted to share their Account with anyone else. This means you cannot give anyone else access to your Account or let others use it. Keeping your Account to yourself helps ensure a safe and secure experience for everyone. If you let someone else use your account and log in details, you are breaching the terms of this Agreement, and we may terminate your access to the Labs.

Enterprise Customers have the flexibility to reassign a license to a different Authorised User where the original Authorised User is no longer part of the organisation. This ensures that your team’s access to our Labs remains uninterrupted and fully utilised, even as changes occur within your team. If this happens, contact us so we can help you sort it out. We are not responsible for use of your Labs access by people no longer employed by your organisation if you don’t let us know that there are changes needed to your Authorised Users. Authorised Users must not let someone else use their account and log in details. If they do so, they are breaching the terms of this Agreement, and we may terminate their access to the Labs, and in the case of repeated or ongoing breaches of this sort, we may terminate you and your access to the Labs.

Compliance

You agree to, or, where you are an Enterprise Customer, you agree to ensure that your Authorised Users agree to:

follow the rules of this Agreement when using the Labs,

prevent and stop any use of the Labs that isn't allowed under this Agreement, including any unauthorised access to the Labs or sharing of log in information, and

quickly notify us if you become aware of any use of the Labs, your Account, or your password that isn’t allowed.

We have the right to look into any actions by a User that might be breaking the rules of our Acceptable Use Policy, which can include checking the data that a User has provided. Where, in our absolute discretion, we determine it is necessary, we can terminate a User’s access to the Labs as a result of any investigation into such actions.

Restrictions. You and any Users cannot do the following with our Labs:

copy, change, reproduce, take screenshots of, photograph, film, record, store, modify, translate into any language, disassemble, reverse engineer, reverse assemble or otherwise create derivative works of any Labs material or the Labs themselves or their contents, or use the Labs or Labs material for any purpose, unless such actions are expressly permitted by this Agreement;

use the Labs in any manner that interferes with, disrupts, degrades, or threatens to interfere with, disrupt, or degrade the performance, functionality, security, or integrity of the Labs, or its respective servers and networks,

try to see, translate, take apart, or get the source code of the Labs, unless the law says you can;

sell, rent out, give a sublicense for, hand over, or spread any part of the Labs; or

use the Labs:

for any purpose beyond those described in this Agreement,

for activities with a high risk of causing damage,

against our Acceptable Use Policy,

to avoid paying fees (like making multiple accounts to act as one, get around usage limits or use Individual Subscriptions when you should be using an Enterprise subscription),

for mining for cryptocurrency,

dealing with materials or activities that the U.S. government controls under the International Traffic in Arms Regulations,

in a way that breaks, or causes someone else to break, laws about exporting goods, or

use the Labs in any manner that infringes, violates, or misappropriates the rights, including Intellectual Property Rights, of us or any third party.

Prohibition of Harmful Code. Unless the Labs you're using says it's okay, you or your Authorised Users can't use or share any dangerous software or code like viruses or malware in the training materials, in the Labs, or any third-party systems we use. If you do, or if an Authorised User does, it's a big no-no, it will be considered a material breach, and breaks our Agreement. This could lead to us ending the Agreement right away and might lead to other legal actions. If harmful software does get through because of you or your Authorised Users, you will be expected to take the necessary remediations at your own expense to fix the situation. This will still be required even after our Agreement has ended.

Third-Party Products. The Labs may require you or Authorised Users to use products or services from other companies (Third-Party Products), and where that happens, the rules of those other companies apply to their use. We don’t have control over these products, can't guarantee they’ll always work with our Labs, or be available, and we're not responsible for them. If these products change or update, it might affect how they work with our Labs, but that's out of our hands. By using these Third-Party Products, you agree not to hold us responsible for any issues that arise with them. Also, remember that using these products means you’re also agreeing to their privacy and security policies. Your or your Authorised Users might have to sign up or log in on their websites, and where necessary, and we tell you in advance, you’re okay with letting us use your login info to make these connections work.

Feedback.

Users might give, or we might ask for, ideas, comments, or other types of feedback about the Labs. When feedback is given by Users, Users are letting us use the feedback however we see fit, like making our Labs better. Once a User has given feedback, that feedback will be owned by us and Users won't have any rights to it anymore.

We acknowledge that feedback is just given as it is, without any guarantees from Users about its quality or usefulness, and Users make no warranties whatsoever about any feedback.

You also say that you've checked with your Authorised Users and anyone else needed to make sure it's okay for us to use the feedback like this. If we ask, you'll show us the permission you got from your Authorised Users.

Representation and Warranty Regarding Personal Information

You confirm that you have all required consents, authorisations and permissions from Authorised Users to share their Personal Information with us for the reasons outlined in this Agreement. You also guarantee that your collection, use, and sharing of Personal Information follows all relevant data protection and privacy laws.

You will indemnify us and our staff, directors, agents, and affiliates against any legal actions, damages, losses, costs, or expenses, including lawyer's fees, arising out of or related to our use of the Authorised Users’ Personal Information based on the permission you gave us. This protection includes any issues arising from you not properly getting the needed required consents, authorisations and permissions, which might lead to claims of misusing Personal Information or breaking privacy laws.

Representation and Warranty Regarding Unauthorised Use

You warrant to us that you will not, and you will ensure that your Authorised Users will not, use the Labs in a way that contravenes the restrictions in this Agreement, including at clause 6.4.

You acknowledge and agree that any breach of this warranty constitutes a material breach of this Agreement, entitling us to pursue all available legal remedies, including but not limited to seeking injunctive relief, damages, and termination of this Agreement. 6.10. Survival. The warranties and indemnities described in this clause 6 will survive the termination or expiry of this Agreement.

Survival. The warranties and indemnities described in this clause 6 will survive the termination or expiry of this Agreement.

XINTRA’s Representations and Warranties

No Warranty. We make no promises or guarantees about the Labs or the training, or the materials we provide, except where the law says we can't exclude those guarantees. Essentially, we're saying that the Labs and everything available on our website comes as it is - there might be issues with availability, quality, or how current the information is, and it might not perfectly meet your needs or expectations. We also can't promise that everything will work without interruptions or errors. It's up to you to decide if the Labs work for you and/or your Authorised Users, knowing that we're not responsible for any shortcomings. This part of the Agreement is really important and stays in effect even if other parts change.

No Guarantee of Outcomes. We make no promises that the Labs and training will guarantee specific results, skills, or certifications for Users. Success in the training available through the Labs depends on the User’s effort, prior knowledge, and ability to use what they learn. We won't be responsible for any lack of progress or outcomes. You understand that you’re taking on the risk of you or your Authorised Users’ participation and any results they achieve.

Not Professional Advice. The Labs and training we provide is for learning and information only, and it's not meant to replace professional advice from a security expert, a lawyer, business consultant, IT expert, or any other professional. We can't promise that the Labs and training will be perfect for your exact needs. If you need specialised advice, it's up to you to find and talk to an expert. Joining or using our Labs doesn't mean you have a professional relationship with us or our staff. You're taking part knowing this, and if you act on anything we teach, that's your decision.

Intellectual Property Rights

Ownership. You and your Authorised Users understand that you do not own any part of the Labs or Labs Material including any Intellectual Property Rights connected to them (Labs Material). These remain solely our property. You and your Authorised Users also agree not to claim any ownership or rights over the Labs material or to challenge our ownership in any way. This includes preventing any of your Authorised Users from making such claims against us.

User License. We grant all Users a limited, non-exclusive, non-transferable license to use the Labs solely for the purpose of receiving and participating in the Labs experience and training. This license does not include the right to sublicense.

Transfer of License. We give you permission to transfer the license at clause 6.2 from an Authorised User that is exiting your organisation to another Authorised User from your organisation where you confirm with us in advance in writing the details of the new Authorised User.

User Content. Users retain all rights to User Content they submit, post, or display on or through the Labs and are responsible for protecting those rights as appropriate. However, by submitting, posting, or displaying User Content on or through the Labs, Users grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods (now known or later developed) for the purposes of operating, providing, and promoting the Labs. This license includes the right for us to make such User Content available to other companies, organizations, or individuals who partner with us for the syndication, broadcast, distribution, or publication of such User Content on other media and services.

Indemnity. You shall indemnify us, our affiliates, directors, officers, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to any misuse of our intellectual property by you (in the case of an Individual User) or an Authorised User (if you are an Enterprise Customer), or other organisation personnel.

Survival. This Intellectual Property Rights clause, including the indemnity, shall survive the termination or expiry of this Agreement.

Confidentiality

Non disclosure. You agree to keep our confidential information secret and ensure your Authorised Users and relevant personnel do the same. Don't share the Labs Material with anyone else unless you have clear permission from us in writing. This includes sharing your screen or projecting your screen so that others can see. Also, you can't use this confidential information for anything not covered by this agreement, especially if it's to create, make, or sell products or services that compete with what we do. Only Users should have access to our confidential information, and you need to make sure you and your Authorised Users understand they have to keep it secret too. You're not allowed to give the Lab Materials to anyone else that is an Authorised User. If you do, or if an Authorised User does, it's a big no-no, it will be considered a material breach, and breaks our Agreement. This could lead to us ending the Agreement right away and might lead to other legal actions.

Return. When this Agreement ends or if we ask you in writing, you need to give back or destroy of any confidential information from us that you have. This includes any notes, data, sketches, drawings, and records related to the confidential information. If we ask for it, you must also give us a written promise that you've returned or destroyed all the confidential information.

Restrictions. You, and all Users agree to not do any of the following without our written permission:

make the Labs, Labs Material or any part of it public, share, distribute, sell, rent, give away, or in any way expose it to anyone. This includes any method of sharing, whether it's online, live, recorded, revamped, in print, or through any other means and

use the Labs or Labs Material in any way that could put us at risk of legal trouble, claims, or liability. This includes using the Labs in a way that might infringe on someone else's intellectual property rights or break any laws or regulations.

Remedies.

If you don’t, or any User doesn’t, follow the rules about keeping things confidential or using the Labs and Labs Material properly, it could really harm us or third parties. In that case, we have the right to ask a court to make you stop immediately using injunctive relief, in addition to any other legal actions we might take.

Even if our Agreement ends, you and all Users still have to stick to the rules about confidentiality and how the Labs are used. This applies to you, any Authorised Users, or anyone else who acts on your behalf.

Survival. This Confidentiality clause shall survive the termination or expiry of this Agreement.

Privacy

Our Access. We understand that during our Labs, we might need to use some Personal Information about Users. We may also use the Personal Information for Individual Users to contact you about new Labs and other products we may offer. We promise to only use this information to meet our responsibilities as outlined in this Agreement and for nothing else.

Disclosure. We'll treat any Personal Information we get through this Agreement as confidential. We won't share, move, or let anyone else see this information unless you say it's okay in writing, the law makes us do it, or we need to for our work under this Agreement.

Data Breach. If there's a security issue that results in the accidental or illegal destruction, loss, change, unauthorised sharing, or access to Personal Information, we'll quickly let you know about the incident. We'll also fully support and assist you in looking into, lessening the impact of, and fixing the breach.

Return. If this Agreement ends or at any point you ask us to, we can (at our choice) either give back all the Personal Information we have, or make sure it's completely and securely destroyed, depending on what we choose.

Survival. This Privacy clause shall survive the termination or expiry of this Agreement.

Liability and Indemnity

Limitation of Liability.

Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, our total liability to you for all claims arising out of or relating to this Agreement, regardless of the form of action, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to us under this Agreement during the twelve (12) months immediately preceding the date on which the claim arose.

Neither party shall be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, business interruption, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such damages.

Survival. This Liability and Indemnity clause shall survive the termination or expiry of this Agreement.

Dispute Resolution

Dispute. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (Dispute), the parties shall first seek to resolve the Dispute through amicable negotiations between themselves within thirty (30) days from the date of notification of the Dispute by one party to the other.

Mediation. If the parties are unable to resolve the Dispute within thirty (30) days of written notification of the Dispute by one party to the other, either party may initiate mediation. The mediation shall be conducted in accordance with the mediation rules of the Australian Disputes Centre, and the place of mediation shall be Sydney, New South Wales, Australia. The language of the mediation shall be English.

Referral. Should the mediation fail to result in a resolution of the Dispute within sixty (60) days from the date of initiation of the mediation, or such longer period as the parties may agree in writing, either party may then refer the Dispute to the courts of New South Wales, Australia, for resolution.

Survival. This Dispute Resolution clause shall survive the termination or expiry of this Agreement.

Suspension of Access.

Suspension for potential breach. If we, have reason to believe, suspect, or anticipate that you (or any of your Authorised Users) might breach, are in the process of breaching, or are likely to breach this Agreement, including any terms laid out in our Acceptable Use Policy, we reserve the right to temporarily suspend your access to the Labs. This measure is taken to prevent any potential violations and protect the integrity and security of our services. The suspension will remain in place until we can verify compliance with the Agreement or resolve any concerns related to the potential breach. We are committed to ensuring a fair process and will communicate with you promptly regarding the reasons for any such suspension and the steps that can be taken to restore access.

What Happens if We Suspend Your Services. If we suspend your access to our Labs you won’t receive a refund for the portion of time your account is suspended for.

Term and Termination

Term of Agreement. This Agreement starts on the Effective Date and will continue until the end of your chosen subscription period. If you're an Individual User, your subscription period could either be month-to-month or for a full year, based on what you've selected. If you're an Enterprise Customer, your subscription period will be as outlined in your Enterprise Customer Order Form. This setup ensures that the Agreement's duration matches your specific commitment, whether it's the flexible monthly option or the annual commitment for a bit of savings or the custom term agreed upon for Enterprise Customers.

Termination for convenience by you. We understand that circumstances change, and flexibility is important. Therefore, you may terminate this Agreement at any time, for any reason, simply by notifying us in writing. If you choose to end the Agreement early, please remember that you won't get a refund for any portion of your subscription fees that you’ve already paid. Once you've told us you want to terminate, your access to the Labs will stop immediately.

Termination for convenience by us. If we decide to terminate for our convenience, your access to the Labs will stop immediately, and we will refund you for the unused portion of your subscription fees within 10 business days. This means if you've paid for access to Labs that you haven't yet received, we'll calculate the remaining value of your subscription from the date of termination and refund that amount to you. This approach ensures fairness and acknowledges the dynamic nature of your needs and plans.

Termination for Cause.

If, in our view, you (or one of your Authorised Users) fail to comply with any of your (or their) obligations under this Agreement, we reserve the right to terminate this Agreement for cause. This includes any breach of your duties as outlined in this Agreement. We will make the decision, at our sole discretion, to determine whether the breach you've committed is one that can be fixed. If we decide it's capable of remedy, we may or may not choose to give you the opportunity to correct the issue within a timeframe that we specify. If the breach is deemed not fixable, or if a fixable breach is not fixed within the given timeframe, we may terminate this Agreement immediately. This action is to protect the integrity and security of our Labs and ensure all users can continue to benefit from them without disruption.

If we end this Agreement in accordance with clause 14.4(a) (Termination for Cause) because you've broken its terms, you'll lose access to the Labs immediately. Also, we won't return any part of the subscription fees you've already paid, even if you haven't used the Labs for the full time you paid for. This means you won't get back money for the time left on your subscription after the termination.

Effects of Termination. Upon the termination of your subscription, whether by you or us, the following conditions will apply:

Access Ends: your access to the Labs will immediately cease. You will no longer be able to log in or use any of the Labs' features or content from the moment of termination.

No Refunds: if you terminate your subscription, or if we terminate it for cause due to a breach of this Agreement by you, you will not be entitled to a refund for any prepaid fees. This means we won't give back the money for the remaining period of your subscription that you won't be using.

Data Deletion: you should ensure to remove or backup any personal data or information you may have stored or entered in the Labs prior to termination, as we may delete all such data after termination.

Obligations Survive: certain obligations and responsibilities you've agreed to during the term of your subscription will continue even after termination. This includes any obligations related to confidentiality, indemnity, and any other responsibilities meant to survive termination as laid out in this Agreement.

It's important to consider these effects carefully when deciding to terminate your subscription or in understanding the implications if your subscription is terminated by us.

Survival. This Term and Termination clause shall survive the termination or expiration of this Agreement and shall be binding upon the parties and their respective successors and permitted assigns.

Miscellaneous

Force Majeure. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, government regulation, disaster, strikes (excluding strikes involving the you or yours or our personnel), civil disorder, or any other cause beyond the reasonable control of the party invoking this clause. The affected party shall notify the other party in writing within five (5) business days of the occurrence of such an event.

Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery when delivered, in the case of you, to the email addresses specified in your Labs portal or your Enterprise Customer Order Form, and, in the case of us, to us via our “Contact Us” page. If the notice is sent by email, the sender shall request a read receipt or send a follow-up email or communication via another method listed above to confirm delivery. Notice will be deemed received upon confirmation of receipt of email.

Modifications. We reserve the right to modify the terms and conditions of this Agreement at any time without prior notice. By continuing to use the Labs after such modifications are made, you agree to be bound by the revised terms. We will post all changes on the website and recommend that you review the terms and conditions on the website periodically to stay informed of any updates. If you do not agree to the new terms, you must stop using the Labs immediately.

Entire Agreement. This Agreement, including any attachments and exhibits referenced herein, constitutes the entire agreement between us and you concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

Enurement. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and the remainder of the Agreement shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been included herein.

Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are to be governed by and construed in accordance with the laws of New South Wales, Australia. The parties irrevocably agree that the courts of New South Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Definitions and Interpretation

In these terms and conditions, unless the context otherwise requires:

words importing the singular include the plural and vice versa;

words importing gender include all genders and the use of any gender shall be applicable to all genders as the context may require;

references to persons include individuals, corporations, partnerships, joint ventures, trusts, unincorporated organisations, and any other legal entities;

"including" means including without limitation, and "includes" means includes without limitation;

references to "days" mean calendar days unless otherwise specified;

references to any legislation or legislative provision include any statutory modification, amendment, re-enactment thereof, and any subordinate legislation issued under such legislation or legislative provision;

references to any agreement or document include that agreement or document as amended, novated, supplemented, or replaced from time to time;

headings and titles are included for convenience only and do not affect the interpretation of this Agreement;

where any word or phrase is given a defined meaning, any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning;

any reference to "writing" or cognate expressions includes transmissions by facsimile, email or other forms of electronic communication, but excluding text messages, recognised as having legal effect;

a reference to a clause, paragraph, schedule, exhibit, attachment, or annex is a reference to a clause, paragraph, schedule, exhibit, attachment, or annex of or to this Agreement; and

any reference to time is to local time in the place where the duties under this Agreement are to be performed.

In the event of any inconsistency or conflict between the documents forming this Agreement, the order of precedence shall be as follows:

the Enterprise Customer Order Form, including any amendments or addendums thereto;

these Terms and Conditions;

the Acceptable Use Policy;

any other documents or attachments specifically referenced and incorporated into this Agreement. The document listed first shall have the highest priority, and to the extent of any inconsistency or conflict with documents of a lower priority, the provisions of the higher priority document shall prevail. Notwithstanding the foregoing, specific terms in later documents shall not be deemed to be overridden or replaced by general terms in earlier documents unless such intention is expressly stated.

In these terms and conditions, unless the context otherwise requires, the following definitions have the following meanings:

Account means the unique set of account credentials assigned to either an Individual User or an Authorised User, which facilitates access to the Labs in accordance with the terms and conditions of this Agreement.

Authorised User means an individual who is designated and named by the Enterprise Customer on the Enterprise Customer Order Form, and thereby authorised to access and use the Labs as permitted under this Agreement.

Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, software, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to you and the Users by us. Confidential Information does not include information that: (i) is known to you at the time of disclosure as evidenced by written records of you; (ii) has become publicly known through no wrongful act of you; (iii) has been rightfully received from a third party authorised to make such a disclosure without breach of this Agreement; or (iv) has been independently developed by you or an Authorised User without use of or reference to our Confidential Information, as evidenced by written records.

Effective Date means the earliest of: (a) the date on which you click an "I Accept" button indicating your acceptance of these terms; (b) the date on which you begin using any of the Labs, thereby indicating your agreement to abide by these terms; or (c) the date specified in your Enterprise Customer Order Form as the start date of your subscription. This date signifies the commencement of your legal obligations under this Agreement.

Enterprise Customer means an organisation, rather than an individual, that engages with XINTRA Labs for access to the Labs under the terms and conditions specified in an Enterprise Customer Order Form. This form outlines the bespoke subscription arrangement, including the number of Authorised Users, level of access required, payment terms, and total cost, tailored to the unique needs and goals of the organisation.

Enterprise Customer Labs Experience means the specialised access to premium enterprise features that are exclusively available to Enterprise Customers of XINTRA Labs. This experience is designed to ensure that Authorised Users from the Enterprise Customer's organisation receive a focused and enhanced learning environment that is aligned with the specific needs and goals of enterprise-level operations. The Enterprise Customer Labs Experience includes, but is not limited to, dashboards, support features and statistics that are not available to Individual Users. This experience aims to optimise the professional development of Authorised Users by providing them with an immersive, enterprise-centric training environment.

Enterprise Customer Order Form means the document executed by an Enterprise Customer and XINTRA Labs that specifies the details of the Enterprise Customer's subscription. This form is a binding agreement that forms part of the contract between XINTRA Labs and the Enterprise Customer, setting forth the terms under which the Enterprise Customer and its Authorised Users are granted access to the Labs.

Fees means the payment amount owed by you to us for the chosen subscription to access the Labs.

Individual User has the same meaning given to that term in clause 6.1.a.

Intellectual Property Rights means all forms of intellectual property, including but not limited to copyrights, trademarks, service marks, trade secrets, patents, patent applications, trade dress, rights of publicity, rights of privacy, moral rights, and all other forms of protection of proprietary or creative works, inventions, discoveries, ideas, software, databases, innovations, and improvements, whether registered or unregistered, and including all renewals, extensions, restorations, and reversions thereof, and all applications for any of the foregoing, anywhere in the world.

Labs means the Xintra Labs at xintra.org/login

Labs Material means all content, data, information, software, tools, features, functionalities, and resources provided, made available, or otherwise accessible to Users through the Labs, including but not limited to training modules, exercises, simulations, software code, programming environments, documentation, articles, multimedia (including video, audio, and images), user interfaces, graphics, design, compilations, instructional material, and any other materials or content offered as part of the Labs experience. It also encompasses any updates, modifications, enhancements, and derivatives of the foregoing, whether provided by XINTRA Labs or by any third-party at the direction of or through integration with XINTRA Labs. For clarity, Labs Material includes any physical or digital materials provided to Users for use in connection with the Labs, whether downloaded, streamed, accessed online, or otherwise obtained through the Labs platform. Labs Material does not include content, data, or materials that Users submit, post, transmit, or otherwise make available through the Labs, which is defined separately under "User Content."

Personal Information has the meaning set out in the Privacy Act (Cth)1988.

Term means the period during which this Agreement is in effect, starting from the Effective Date and continuing until the end of the subscription period chosen by the User, unless earlier terminated in accordance with the provisions of this Agreement. For Individual Users, the Term may be either a month-to-month basis, commencing on the Effective Date and renewing automatically each month, or an annual basis, commencing on the Effective Date and covering a full twelve-month period from the Effective Date. For Enterprise Customers, the Term is defined by the duration specified in the Enterprise Customer Order Form, starting from the Effective Date. The specific start and end dates of the Term will be determined based on the user's selection at the time of subscription or as detailed in the Enterprise Customer Order Form, and may be subject to renewal or extension by mutual agreement of the parties in writing.

Third-Party Products is defined in Clause 6.6.

User means either an Individual User or an Authorised User, as the context of their access and use of the Labs under this Agreement requires.

User Content refers to any and all content, data, information, text, images, videos, audio clips, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Labs by Users. This includes but is not limited to posts, comments, links, reports, custom projects, and any other material that Users submit, upload, display, or share through the Labs. User Content does not include any element of the Labs themselves, such as the underlying software, interfaces, graphics, design, compilations, and any Labs Material as previously defined.

This Acceptable Use Policy outlines the guidelines for using the Labs provided by us. By accessing the Labs, you and your Authorised Users agree to use them responsibly and in compliance with this policy to ensure a secure and productive environment for all Users.

Account Responsibility: you are responsible for all activities that occur under your Account. Ensure your account credentials are kept secure. Sharing of Account credentials is strictly prohibited.

Prohibited Activities: the Labs may not be used for any unlawful activities, including but not limited to:

illegal or fraudulent activity;

violating the rights of others;

threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;

any content or activity that promotes child sexual exploitation or abuse;

violate the security, integrity, or availability of the Labs, any User, third party, network, computer or communications system, software application, or network or computing device. This includes hacking and distributing malware;

distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”); and

activities that could damage, disable, or overburden the Labs.

Data Integrity: do not upload, store, or share content that is illegal, offensive, or infringes on the intellectual property rights of others. You are responsible for ensuring the data you handle complies with all applicable laws and regulations.

Fair Use: the Labs are designed to foster innovation and learning. Ensure your usage does not unfairly inhibit the access or performance of others.

Compliance with Laws: you must comply with all local, state, national, and international laws and regulations applicable to your use of the Labs.

Monitoring and Enforcement: we want to make sure everyone uses the Labs the right way, so we keep an eye on how they're used. If we find that someone isn't following the rules, we might have to stop or completely end their access to the Labs – our Agreement with you enables us to do this. This is to make sure everyone can enjoy a safe and productive environment.

By using the Labs, you commit to upholding these principles to maintain a secure and effective environment for all Users.