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 Simulations and forms a contract between XINTRA LABS Pty Ltd (ABN 30 669 232 026) of 285A Crown Street, Surry Hills NSW 2010, Australia and XINTRA PTY LTD (ABN 42 662 830 202) (also referred to as “XINTRA”, "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 Simulations, 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 clause 19.

1. Provision of the Labs (also referred to as “Simulations”)

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

  1) if you’re an Individual User, you will have access to the Simulations available to you via this link [https://www.xintra.org/login](https://www.xintra.org/login).  To access the Simulations, 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 doesn’t have to give more than one account to a User, and 


  2) if you’re an Enterprise Customer purchasing Enterprise Live, you will have access to the Enterprise Live environment via a link sent to you by XINTRA.  To access the Simulations, the Enterprise will need to arrange an account for each of its Users. You are in charge of entering the right information to set up your Users’ account, and your Users are in charge of keeping their password safe. 


   

2. Premium features. Enterprise Customers and their Authorised Users will be provided access to Enterprise Live which is not available to Individual Users if Enterprise Live is purchased as specified in the Enterprise Customer Order Form.

Modifications

1. Modifications to the Simulations. We may update or change the Simulations 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 Simulations, 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 Simulations keep meeting your needs and pushing the boundaries of what you can achieve. We recommend that you follow our social accounts for updates @XintraOrg.

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

3. Discontinuation of the Simulations. We will inform you at least 12 months in advance if we plan to stop offering any of the Simulations 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 Simulations and features that are not yet broadly available to all users.

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

3. Scheduled Downtime and Maintenance

1. Right to Suspend for Maintenance: XINTRA reserves the right to temporarily suspend access to the Simulations, in whole or in part, from time to time in order to perform scheduled or unscheduled maintenance, updates, upgrades, repairs, or other necessary technical work (collectively, “Maintenance Activities”).

2. Notice of Scheduled Maintenance: Where practicable, XINTRA will provide you with reasonable advance notice of any scheduled Maintenance Activities that are likely to affect the availability of the Simulations. Such notice may be provided via email, through the Simulations portal, or by other reasonable means.

3. Emergency Maintenance: In the event that emergency Maintenance Activities are required to address critical issues, security vulnerabilities, or other urgent matters, XINTRA may suspend access to the Simulations immediately and without prior notice. XINTRA will use reasonable efforts to notify you as soon as possible following the commencement of such emergency maintenance.

4. No Liability for Downtime: You acknowledge and agree that temporary unavailability of the Simulations due to Maintenance Activities does not constitute a breach of this Agreement, and XINTRA will not be liable for any loss, damage, or inconvenience suffered as a result of such downtime, provided that XINTRA uses reasonable efforts to minimise the duration and impact of any such Maintenance Activities.

5. Restoration of Service: XINTRA will use reasonable endeavours to restore access to the Simulations as soon as reasonably practicable following the completion of any Maintenance Activities.

4. Subscription Cost for Individual Users

1. As an Individual User, you have the flexibility to access the Simulations through our dedicated login portal at xintra.org/login. For this access, there are the following subscription options available to you:

  1) **Free Trial Subscription:** you can choose to use the Simulations 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 Simulations 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. 


  2) **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.


  3) **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 Simulations for the entire year.  In this case the Term of your Agreement will be 365 days, starting from the Effective Date.


  4) **Cancellation**: you can cancel any time without notice to XINTRA, by selecting the cancel option in the Simulations portal, 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.


   

2. Payment Terms. As an Individual User:

1) when you choose to access the Simulations, 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

  2) 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 Simulations. This process is designed to be hassle-free, allowing you to focus on making the most out of the Simulations 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 Simulations.

5. Subscription Cost for Enterprise Customers

1. 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 Simulations. Enterprise Customers are required to engage directly with XINTRA to discuss and agree a subscription arrangement that suits the number of Authorised Users and the level of access required by you.

2. 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.

3. Payment Terms. As an Enterprise Customer you agree:

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


  2) to pay the Fees set out in the Enterprise Customer Order Form.  We will 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


  3) 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 can support you and your team.

6. Taxes

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

2. 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 1999 (Cth) 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.

3. Taxes Imposed on XINTRA. 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.

7. Your Obligations

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

  1) **Individual Users**. You’re probably an Individual User if you are personally taking on the cost of accessing our Simulations. 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


  2) **Authorised Users**. You are an Authorised User if an Enterprise Customer has purchased access to the Simulations in accordance with clause 5 and the Enterprise Customer provided an Account to you in accordance with this Agreement.  If you are an Enterprise Customer you are responsible for all acts and omissions of your Authorised Users. 


   

2. Sharing Accounts.

1) 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 Simulations.

  2) Enterprise Customers have the flexibility to reassign a license to a different Authorised User in the following circumstances: 


     1) where the original Authorised User is no longer part of the organisation, and


     2) from one Authorised User to a second Authorised user provided that a license is only transferred once in a 12 month period. 


   

This ensures that your team’s access to our Simulations 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 Simulations 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 Simulations, and in the case of repeated or ongoing breaches of this sort, we may terminate you and your access to the Simulations.

3. Compliance

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


     1) follow the rules of this Agreement when using the Simulations;

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.

Simulations means the for:

1) Individual Customers the Core Simulations, and

2) Enterprise Customers it means the Enterprise Live offering.

Simulations Material means all content, data, information, software, tools, features, functionalities, and resources provided, made available, or otherwise accessible to Users through the Simulations, 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 Simulations experience. It also encompasses any updates, modifications, enhancements, and derivatives of the foregoing, whether provided by XINTRA or by any third-party at the direction of or through integration with XINTRA. For clarity, Simulations Material includes any physical or digital materials provided to Users for use in connection with the Simulations, whether downloaded, streamed, accessed online, or otherwise obtained through the Simulations platform. Simulations Material does not include content, data, or materials that Users submit, post, transmit, or otherwise make available through the Simulations, which is defined separately under "User Content."

Maintenance Activities has the meaning given to that term in clause 3.1.

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 Simulations 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 Simulations 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 Simulations. User Content does not include any element of the Simulations themselves, such as the underlying software, interfaces, graphics, design, compilations, and any Simulations Material as previously defined.

XINTRA SIMULATIONS - Acceptable Use Policy

This Acceptable Use Policy outlines the guidelines for using the Simulations provided by us. By accessing the Simulations, 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 Simulations may not be used for the following activities or for any other activities of a similar nature or effect, including but not limited to the following:

• excessively profane content

• hate-related or violent content;

• content advocating racial or ethnic intolerance or content which threatens or encourages harm on the basis of race, ethnicity, national origin, religion, caste, sexual orientation, sex, gender, gender identity, serious disease or disability, or immigration status;

• content that promotes illegal gambling;

• phishing or malicious content;

• impersonate another person or otherwise misrepresent yourself;

• remove any copyright, trademark or other Intellectual Property contain in the Simulations;

• modify, adapt, translate or reverse engineer any portion of the Simulations;

• sell, trade or otherwise exploit the bias for any commercial purpose;

• 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 Simulations, 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 Simulations.

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 Simulations 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 Simulations.

Monitoring and Enforcement: we want to make sure everyone uses the Simulations 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 Simulations – 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 Simulations, you commit to upholding these principles to maintain a secure and effective environment for all Users.

Policy Updates: We may update this Policy from time to time.