Terms of Use

1. Background​

Thank you for visiting our Terms of Use (Agreement), we are eSkilled Pty Ltd ACN 635 775 656 (eSkilled, we, our, us and other similar terms). We provide a platform that enables you to create, share, sell and/or deliver educational courses, known as the AI Course Creator (AI Course Creator).
This Agreement outlines the terms and conditions associated with your use of the AI Course Creator. It is your obligation to ensure that you have read, understood and agreed to the most recent terms available at https://aicoursecreator.eskilled.io/, https://aicoursecreator.eskilled.com.au/ and any other domain operated by eSkilled from time to time (Websites).

2. Agreement

2.1 Accepting this Agreement

By creating an AI Course Creator Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using the AI Course Creator.
You must not use the AI Course Creator if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

2.2 About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout the Agreement or in clause 18. They aid to clarify the terms and conditions. Please feel free to email us at enquiries@eskilled.com.au if you have any questions.

3. Term

This Agreement will commence when you create an Account with the AI Course Creator and will continue until the date of termination of this Agreement in accordance with clause 16.
If this Agreement is not terminated in accordance with clause 16, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

4. Trial Services

We may make the AI Course Creator available to the you free of charge, solely on a demonstration or trial basis (Trial Services). Unless otherwise specified, the trial period commences from the date you create a trial Account and terminates in 7 days (Trial Period). Access to the AI Course Creator will automatically convert to a paid subscription at the expiration of the Trial Period.
We provide the Trial Services “as is” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.

5. Licence

We grant you a non-transferrable, non-exclusive and revocable licence to access the AI Course Creator for the Subscription Period, subject to any Usage Restrictions and conditional upon your compliance with the terms and conditions of this Agreement.

6. Payment

Unless expressed otherwise, Subscription Fees are quoted in United States Dollars and are exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.
Subscription Fees must be paid at the beginning of each Subscription Period unless otherwise agreed at the time of selecting the Subscription Plan.
Any Additional Fees, including fees for additional AI Generation Credits must be paid for at the time you procure them.

7. Access and support

7.1 Access

You acknowledge and agree that the AI Course Creator will only be accessible using the internet, by users with a valid Account and will not be available “locally” from your own servers or devices.

7.2 Support

Support for the AI Course Creator is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.

7.3 AI Course Creator outages and system maintenance

If it is necessary to interrupt your use of the AI Course Creator, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, the AI Course Creator will be unavailable.
You acknowledge that access to the AI Course Creator may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to the AI Course Creator which may change the interface and manner in which it functions.
You agree that, subject to any Non-excludable Condition, we are not liable for any loss, foreseeable or not, arising from any interruption to your access to the AI Course Creator, planned or not, and any such interruptions will not constitute a breach by us of these terms.

8. Your use of the AI Course Creator

8.1 Usage Restrictions

You acknowledge that access to certain features or content, including the number of courses you can create using the AI Course Creator, may be subject to restrictions or limitations based on your selected Subscription Plan or other factors.
From time to time, we may make available additional AI Generation Credits for use beyond the Usage Restrictions on your Subscription Plan. Where available, such resources must be paid for at the time you procure them and where recurring will be included as an Additional Fee payable in accordance with the payment terms set out in clause 6.

8.2 Registering an Account

In order to use the AI Course Creator, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your
Account. You warrant that all of the information you provide to us is accurate and complete in all
respects, you will inform us by updating your Account details whenever any such information
changes and you will not provide false or misleading information.

8.3 Account security

Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep the AI Course Creator secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. It is your responsibility to educate the end users with whom you share or deliver courses through the AI Course Creator, about the importance of safeguarding their account security credentials. You are responsible for the activities undertaken using your Account which occur via AI Course Creator, whether such activities are authorised by you or not.

8.4 Lawful use of the AI Course Creator

You undertake not to upload, store or access any data on or use the AI Course Creator if such access, use or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia, or a law in the jurisdiction in which you operate).

8.5 Conduct which is expressly prohibited

You may only acquire and make use of the AI Course Creator for the sole purpose of meeting your internal business needs. You may sell the courses or charge a fee from users that have enrolled to the courses you have created using the AI Course Creator.
You must not:
  • (a) export or transfer courses created using the AI Course Creator to any third party learning management system or file distribution system, except as permitted by us via integration of learning tools interoperability or HTML sharing made available through the AI Course Creator;
  • (b) in any way tamper with, hinder or modify the AI Course Creator;
  • (c) use the AI Course Creator directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
  • (d) knowingly transmit any virus, worm, trojan horse or other disabling features to or via the AI Course Creator;
  • (e) intentionally disable or circumvent any protection or disabling mechanism of the AI Course Creator;
  • (f) install or store any software applications, code or scripts on or through the AI Course Creator except for the purpose of presenting non-executing code within a particular course;
  • (g) use the AI Course Creator in any way which could be reasonably expected to interfere with or damage our systems, any other operator’s systems, or another user’s enjoyment of the AI Course Creator;
  • (h) gain access to parts of the AI Course Creator that you are not authorised or entitled to access under your Subscription Plan;
  • (i) not use the AI Course Creator in a manner that is prejudicial to our reputation; or
  • (j) attempt, facilitate or assist another person to do any of the above acts.

8.6 Right to suspend

We reserve the right to limit or suspend all or part of your access to the AI Course Creator and alter your Account information, if in our reasonable opinion:
  • (a) any Fees remain unpaid 7 days after their due date;
  • (b) you are in breach of any material terms of this Agreement;
  • (c) your Account information is incomplete;
  • (d) your Account is not used for a period of greater than 12 months; or
  • (e) we suspect a security breach associated with your Account.
Suspending your Account will not constitute a breach of this Agreement by us.

9. Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

10. Third Party Services and Content

Certain components or features of the AI Course Creator may include applications, Language Models, tools, materials, links, data, resources, services or content that are operated by third party service providers that are not affiliated with us (Third Party Services and Content). You acknowledge and agree that, subject to any Non-excludable Conditions, we are:
  • (a) not responsible for the availability or accuracy of such Third-Party Services and Content nor the consequences which arise from such faults;
  • (b) in no way liable for any data, content, advertising or materials made available through such Third-Party Services and Content; and
  • (c) not liable for any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third-Party Services and Content.

11. Language Models and artificial intelligence

You acknowledge and agree that the use of any Language Model within the AI Course Creator, carries a statistical degree of uncertainty and its capability is limited to and reflective of the training data. Language Models do not fully grasp contextual nuances or derive information from authoritative and verified sources. As such the production of Hallucinations are common in results derived from Language Models.
From time to time the courses you create using the AI Course Creator Learning Models may contain incorrect or plagiarized content, copyright violations and grammatical, logical and contextual errors.
You are solely responsible for verifying the accuracy of any content and the legal use of any copyrighted content generated through eSkilled AI Course. You are solely responsible to make any amendments as you deem necessary to ensure the content in the courses are accurate, credible, complete, and up to date and that the use of the content is legal and not in violation of any copyright protection. The AI Course Creator is merely a tool to assist you to create and deliver courses and does not produce the final output nor provide any guarantees thereof.

12. User Content and Intellectual Property

12.1 Your User Content

If you provide us with content, including, without limitation, text, photos, images, audio, video, code and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.
When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the AI Course Creator), communicate, publish, publicly display, publicly perform and distribute User Content for the purposes of allowing us to provide, improve, promote, protect the AI Course Creator and train the Language Models we use. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Content.
You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within the AI Course Creator, including for the training of the Language Models which we use.
While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it. You acknowledge and agree that our role is strictly to assist in creating, selling, sharing or otherwise delivering courses based on your User Content uploaded on to the AI Course Creator. You bear full responsibility for the legality, accuracy and completeness of your User Content,
You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
  • (a) create an adaptation or translation of all or part of the AI Course Creator in any way;
  • (b) use the AI Course Creator in a manner which may infringe any other persons Intellectual Property;
  • (c) incorporate all or part of the AI Course Creator in any other webpage, site, application or other digital or non-digital format, other than via the facilities made available to you; or
  • (d) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in the AI Course Creator.

13. Warranties

We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions and to the fullest extent permitted under the law, we make no warranties or guarantees that the AI Course Creator is fault free, regarding the AI Course Creator’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, the AI Course Creator including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

14. Limitation of Liability

14.1 Implied Conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

14.2 Limitation of Liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
  • (a) loss of profits or any other pure economic loss;
  • (b) the AI Course Creator being inaccessible for any reason;
  • (c) incorrect or corrupt data, lost data, or any inputs or outputs of the AI Course Creator;
  • (d) computer virus, trojan and other malware in connection with the AI Course Creator;
  • (e) security vulnerabilities in the AI Course Creator or any breach of security that results in unauthorised access to, or corruption of data;
  • (f) negligence arising from our activities or that of our service providers;
  • (g) any unauthorised activity in relation to the AI Course Creator;
  • (h) statistical uncertainties and Hallucinations produced or otherwise associated with any Language Model; or
  • (i) the occurrence of an Event of Force Majeure.

14.3 Limits to liability associated with goods and services

To the fullest extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

14.4 Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with your: infringement of any third party Intellectual Property rights; use of any output of the AI Course Creator; or your breach of any law including Privacy Law.

15. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 15 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 15. The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 15 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

16. Termination

16.1 Termination by either party

Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 30 days after the receipt of notice to remedy.
We may end this Agreement:
  • (a) if we cease to provide the AI Course Creator, with 30 days notice;
  • (b) if your Account remains suspended for a period of more than 30 days;
  • (c) with 30 days’ notice, prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.
You may terminate this Agreement with us immediately by closing your Account or notifying us in writing. Termination then takes effect at the end of the current Subscription Period, if you provide notice of termination before the end of the current Subscription Period.

16.2 Actions upon termination

Upon termination:
  • (a) you must pay any outstanding Fees;
  • (b) you must immediately stop using the AI Course Creator;
  • (c) we reserve the right to permanently erase any data associated with your Account;
  • (d) you will no longer have access to your Account; and
  • (e) where we terminate the Agreement prior to the end of any current Subscription Period, and you were not in breach of the Agreement we will repay any prorated portion of the Subscription Fees applicable to an early termination.

17. General

Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party’s consent.
Entire Agreement – This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.
Governing law – The laws of Queensland, Australia govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.
Notices – The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
  • (a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
  • (b) which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent by email to our email address set out at clause 2.2.
Relationship – Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability – Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.
Variations to this Agreement – We may vary this Agreement (including by varying the Subscription Fee) by giving written notice to you. If you do not accept the terms of the variation you may terminate your subscription in accordance with clause 16. The variation takes effect at the beginning of the next Subscription Period.

18. Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or AI Course Creator Account means the username and access credentials used when you access the AI Course Creator.
Additional Fees mean fees in addition to Subscription Fees which arise from your purchase of resources exceeding the Usage Restrictions of your Subscription Plan, and includes additional AI Generation Credits.
Agreement means these terms and conditions and any document incorporated into them by reference.
AI Generation Credits means the resources needed to generate content using AI Course Creator.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Fees means Subscription Fees and any Additional Fees.
Hallucination means any false or misleading information presented as fact by Language Models.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Language Model means the output of a machine learning or other artificial intelligence platform consisting of machine-readable data trained or trainable from data inputs, tailored to understanding and generating natural language text.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Subscription Fee means the periodic price for the AI Course Creator Subscription Package as set out on our Website.
Subscription Plan means any one of the subscription plans advertised on our Website from time to time or as otherwise agreed in writing between the parties.
Subscription Period means the period of time attached to the Subscription Plan which you sign up for.
You or your means the person or entity using the AI Course Creator.
Us, we or our means eSkilled Pty Ltd ACN 635 775 656.
Usage Restrictions means any limits to the use of AI Course Creator, including but not limited to AI Generation Credits, concurrent users, storage or other resources, and as set out on our Website or in the details of the Subscription Plan.

Website means the websites located at https://aicoursecreator.eskilled.io/ or https://aicoursecreator.eskilled.com.au/ and any of their subdomains.