Terms of Service

We make various products and services available through the Service, including the following Service offerings (the "Service Offerings"): (i) hard-copy content (e.g., printed books and other print materials) and electronic content and/or software contained on physical media (e.g., CD or DVD) (collectively, the "Physical Products"), and (ii) eBooks, individual eChapters and other online electronic content including video and audio study tools (collectively, the "Online Content"),. Applicable charges (if any) and any additional details and terms and conditions (such as length of subscription term) for the various Service Offerings are set out in the offline or online order form for your purchase (each an "Order") and/or the relevant area of the Service and/or the end user licence agreement, if any, which accompanies or is included with the Service Offering. Your Order also may specify limits on your use of the Service Offering, such as temporal limits and/or limits on your right to access certain features, functionalities, or capabilities. Your use of the Service Offering shall be subject to all such limitations. You are solely responsible for providing, at your own expense, all equipment necessary to use the Service, including, without limitation, a computer, modem and your own internet access (including payment of Internet Service Provider fees associated with such access).

We reserve the right to change these Terms of Service from time to time. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Service periodically and to be aware of any such changes. Your continued use of the Service after such changes will constitute your acknowledgment of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service. We will provide notice of such changes by posting a notice of the changes (which may include posting a new Terms of Service) on the Site, which changes shall be effective immediately upon such posting. We may, at our discretion, supplement notices of any of the above changes by any of the means set forth in the "Notices" section below.

We reserve the sole right to either modify or discontinue the Service, including any features therein, at any time with or without notice to you; save that we will provide notice (in the manner specified above for changes to these Terms of Service) of substantial changes to the Service. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure or the addition of new Service Offerings. Any new features that augment or enhance the then-current version of the Service shall also be subject to these Terms of Service.

When you register for the Service, we will open up a registered user account on your behalf and you must provide certain information and data, including billing information, as prompted by the registration forms on the Site (the "Registration Data"). By registering for the Service, you represent that your Registration Data is true and accurate, and you agree to maintain and update your Registration Data as required in order to keep it current, complete and accurate. You are solely responsible for maintaining the confidentiality of your password and account and for any and all charges incurred, statements made and acts or omissions that occur through the use of your password and account, including from the use of your account by others. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorised transfer or sharing thereof. You may not use the Service in any way that is unlawful or is in violation of these Terms of Service. You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of the Service, including your Registration Data, is subject to our Privacy Statement, which is specifically incorporated by reference into and made a part of these Terms of Service. Our current Privacy Statement may be accessed by clicking on this link: https://au.cengage.com/privacy/. To the extent any inconsistency exists between the terms of our Privacy Statement and the terms of these Terms of Service, these Terms of Service will control.

The content of the Service including its logos, graphics, sounds or images and all Online Content is the property of Cengage Learning or its licencors and is protected by copyright, patent and trademark laws as well as other intellectual property and trade libel laws, and may not be downloaded, reproduced, distributed, transmitted, modified or otherwise appropriated in any form or by any means, without the express written consent of Cengage Learning. All rights not expressly granted herein are reserved. Any unauthorised use of the Service may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

The Service may contain links to websites operated by parties other than Cengage Learning. Such links are provided for your convenience only and Cengage Learning is not responsible for the content of any such third party website. Inclusion of these links to such websites does not imply any endorsement of the material on such websites or any association with their operators.

You agree to abide by all applicable laws, treaties and regulations in connection with accessing and using the Service, including, but not limited to, intellectual property laws applicable to the Service, content delivered through or made available by the Service, and any other information or materials owned or controlled by any third party that is accessed directly or indirectly by the user through the Service. In addition, without limitation, you agree not to use the Service or information from the Service to: (i) send unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (ii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iii) transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (iv) "stalk" or otherwise harass another; (v) transmit or use in any way any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of privacy; (vi) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots; (vii) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (viii) attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (ix) interfere with another user's access, use and enjoyment of the Service.

If the applicable portion of the Service or a Service Offering contains message board services, chat areas, news groups, forums, communities and/or other message or communication facilities (collectively "Online Forums"), you agree to use the Online Forums only to send and receive messages and material that are proper and related to the particular Online Forum.

We reserve the right to terminate your access to any or all of the Online Forums at any time without notice for any reason whatsoever.

We have no obligation to monitor the Online Forums. However, we reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.

You acknowledge that all Online Forums are public and not private communications, and therefore that your communications may be read by others without your knowledge. We do not control or endorse the content, messages or information found in any Online Forum and, therefore, we specifically disclaim any liability with regard to the Online Forums and any actions resulting from your participation in any Online Forum. Online Forum administrators are not authorised Cengage Learning spokespersons, and their views do not necessarily reflect those of Cengage Learning.

Any materials or other information, including, without limitation, ideas, concepts or techniques for new or improved services and products (any such new or improved service and/or product is referred to herein as a "New Idea"), provided by you in connection with the Service shall be deemed to be provided on an unrestricted and non-confidential basis. Upon providing any New Idea in connection with the Service, you automatically grant Cengage Learning and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable licence, with the right to sublicence, to use, copy, transmit, distribute, create derivative works of, display and perform the New Idea for any and all purposes. Any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and/or trade secrets (collectively, "Inventions") conceived, made or discovered by you independent from use of the Service shall remain your property; save that any works derived from any material or information provided by Cengage Learning ("Derivative Works") and/or any Inventions, copyrights, patents, mask work rights or other intellectual property rights arising out of or related to material or information provided by Cengage Learning ("Cengage Learning IP") shall be and remain the property of Cengage Learning. You further agree to assign (or cause to be assigned), as necessary, and do hereby assign fully to Cengage Learning all Cengage Learning IP and all Derivative Works. You acknowledge that you have full responsibility for the materials that you submit, including their legality, reliability, appropriateness, originality and copyright and you represent and warrant that you have the legal right to grant the aforementioned licence to Cengage Learning.

All Software, including without limitation all HTML Code,Flash Code, Java Code, Active X, Java Script Code controls contained in the Service and/or the Service Offerings (the "Software"), is owned by Cengage Learning and/or its Affiliates and is protected by copyright laws and international treaty provisions. Use of the Software is governed by the terms of the end user licence agreement, if any, which accompanies or is included with or in the installation sequence for the Software (the "Licence Agreement"). All Software is licenced and not sold. You may not install or use any Software that is accompanied by or includes a Licence Agreement unless you first agree to the Licence Agreement terms. For any Software not accompanied by a Licence Agreement and provided by Cengage Learning, Cengage Learning hereby grants you, a personal, non-transferable licence to use the Software for viewing and otherwise using the Service and the relevant Service Offering (if applicable) in accordance with these Terms of Service and solely for educational purposes only, and for no other purpose, provided that you keep intact all copyright and other proprietary notices. You shall not (i) reproduce any Software or any portion thereof; (ii)sell, lease, encumber or otherwise transfer any Software or any part thereof or use it at profit to you or for the benefit of a third party; (iii) cause or permit reverse assembly, reverse compilation, reverse engineering or the reduction of any Software to a human perceivable form or otherwise attempt to discover any of Cengage's underlying proprietary information; (iv) incorporate the Software or any portion thereof into any derivative work or product. All rights not expressly granted by Cengage Learning to you under these Terms of Service or any Licence Agreement are reserved by Cengage Learning.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

THE SOFTWARE IS WARRANTED, IF AT ALL, IN ACCORDANCE WITH THE TERMS OF THE LICENCE AGREEMENT. EXCEPT AS SET FORTH IN THE LICENCE AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT RELATED TO THE SERVICE AND ANY APPLICABLE SOFTWARE, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

You agree to pay the applicable charges (including GST, or other applicable taxes) for purchases that you make from us. We may limit the number of promotions for which you may be eligible in a given period. In addition, certain promotional offers and discounts may apply to first-time purchasers only.

We will disclose your payment terms at the time you make purchases from the Site; you can also review your payment terms from time to time by visiting the "Help" or "My Stuff" area on the Site.

You must select a payment method to pay us for any purchases you make from us. Every time you use the Service, you reaffirm that (i) we or our authorised billing agent is authorised to charge your designated payment method; (ii) we may submit for payment charges incurred under your account; and (iii) you will be responsible for such charges, even if your account is canceled or terminated. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card or other payment method information, your name, address and telephone number, and to provide us with any changes in such information promptly after the change. You acknowledge that the agreement between you and your credit card issuer or financial institution governs your use of your credit card for payment of amounts owed to us, and that you must refer to such agreement to determine your rights and obligations as a holder of such card.

YOU AGREE THAT WE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BILLING AGENT WE USE) MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT UNLESS REQUIRED OTHERWISE BY LAW. You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family or friends). We may, in our discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make on the Site and apply those charges to your next billing cycle.

If, for any reason, we do not receive payment from your credit card or other payment method issuer, upon demand you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and if we elect to invoice you for services, you agree to pay to us the amount indicated in each invoice by the due date reflected on the invoice.

If you believe that a billing discrepancy has occurred, you must notify us within 60 days after the date on which such discrepancy first appeared on your credit card or other payment method account statement or invoice, as the case may be, or such amounts will be deemed to have been accepted by you. You agree to release us from any liability for any error or discrepancy that is reported to us after such period.

Your failure to pay according to the terms of these Terms of Service shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law and/or (ii) suspend or terminate your Online Content subscription (if applicable) and/or access to the Service. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts.

CENGAGE LEARNING WARRANTS THAT IT WILL PROVIDE THE SERVICE AND/OR THE SERVICE OFFERINGS WITH REASONABLE CARE AND SKILL.

We accept liability for the following categories of damages caused by our negligence or the failure to exercise reasonable care and skill in the provision of Services or the Service Offerings to you:  

1. death or personal injury; and
2. direct loss (subject to the limits on liability in Clause 11.4)

Except as expressly stated in these Terms of Service:

1. neither Cengage Learning nor any of our Affiliates will be liable for any loss or damage arising from errors, delays, non-delivery or interruptions in the Services or Service Offerings, for loss of or damage to data, computer files or programs, or for any actions taken in reliance on the Services, Service Offerings or on any information or materials contained therein; and
2. ALL TERMS, CONDITIONS, WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED BY LAW IN RELATION TO THE SERVICE OR SERVICE OFFERINGS, ANY INFORMATION OR MATERIALS CONTAINED THEREIN, INCLUDING, WITHOUT LIMITATION ANY SOFTWARE ARE EXCLUDED. Without limitation, you acknowledge that you have seen a demonstration of and/ or are aware of the general form, content and functionality of the Services or Service Offerings and have satisfied yourself that they are suitable for your purposes.

The aggregate liability of Cengage Learning to you or any third party for loss, damage or costs under these Terms of Service for each calendar year will not exceed the greater of AUD$100 or, in the event the claim pertaining to a Service or Service Offering with recurring fees, an amount equal fees payable on account of three months of the relevant Service or Service Offering.

Under no circumstances will either of us be liable to the other for any indirect, punitive, incidental, special or consequential damages arising from the Terms of Service, including, but not limited to, loss of profit, goodwill, business opportunity or anticipated saving.

Nothing in the Agreement affects your rights which cannot validly be excluded or modified by applicable law.

You agree (subject to Clause 11.5) to indemnify us for:

1. any loss or damage caused to the Service or Service Offerings for the then current replacement cost of new identical Service or Service Offering unless such loss or damage is caused by Cengage Learning or one of our Affiliates; and
2. any loss, damage or cost which we incur as a result of any claim brought against us by a third party as a result of (i) such third party's access to or use of Service or Service Offerings or the information or materials contained therein through you or (ii) as a result of your breach of the these Terms and Service.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Service with or without notice and for any reason, including, without limitation, for lack of use or if we believe that you have breached or acted inconsistently with the letter or spirit of these Terms of Service. You may cancel or terminate your registration or use of the Service at any time. We may also terminate your licence to all Online Content acquired from us in the event of any breach by you of the terms contained in these Terms of Service.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Service including the Online Content and online Service Offerings available through the Service immediately ceases, and you acknowledge and agree that we may immediately deactivate your account and delete all related information and/or bar any further access to the Service or the Online Content. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Any terms of these Terms of Service that by their nature extend beyond the termination of these Terms of Service, including the Disclaimer of Warranties and Liability, Indemnification and General Terms provisions, as well as your liability for any unpaid charges, shall survive any termination and remain in effect until fulfilled.

You consent to receive communications from us electronically regarding the Service. We will communicate with you by e-mail to the e-mail address contained in your Registration Data or by broadcasting notices or messages on or through the Site to inform you of changes to the Service, these Terms of Service or other matters of importance, and such broadcasts shall constitute notice to you. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. All notices to us shall be in writing and shall be made either via reputable overnight courier (for example, DHL or Federal Express), or registered or certified first class mail, return receipt requested. Notices to us must be sent to:

Cengage Learning Australia
Level 5/80 Dorcas Street,
South Melbourne VIC 3205
Australia
[email protected]
 

We respect the intellectual property of others, and we ask you to do the same. If you or any user of the Service believe that your copyright has been infringed through the Service, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

1. A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed;
3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, agent, or the law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringing.

Our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. We reserve the right to terminate the services of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received.

Designated Agent for Claimed Infringement:

William A. Sampson
Cengage Learning
27500 Drake Road
Farmington Hills, MI 48331
(248) 699-8942
[email protected]

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from the Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the appropriate legal or regulatory agency in the relevant jurisdiction.

These Terms of Service are personal to you and you may not assign your rights or delegate your obligations to anyone; any attempted assignment or delegation in violation of the foregoing shall be void. If any provision of these Terms of Service is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. These Terms of Service, all intellectual property issues, and your rights and obligations shall be governed by Australian law. Any dispute arising out of or in connection with these Terms and Conditions shall be determined by the Australian Courts. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THESE TERMS OF SERVICE.

In the event you obtain a licence to Online Content (as specified on your Order), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition of these Terms of Service, this Section shall supercede such other term(s) and condition(s), but only to the extent necessary to resolve the conflict.

Subject to your compliance with these Terms of Service, Cengage Learning hereby grants you, for the licence term specified on your Order or otherwise disclosed as part of the ordering process ("Licence Term") unless terminated as provided herein, a limited, non-sublicencable, nontransferable licence to use for your own personal, noncommercial use (subject to the restrictions noted below) the Online Content obtained by you through the Service. These Terms of Service do not convey to you an interest in or to the Online Content, but only a limited right of Service revocable in accordance with the terms hereof. You shall not, except as expressly provided for herein: (i) remove any proprietary notices and/or language from the Online Content; (ii) sell, distribute, download, or publicly display the Online Content to anyone, including but not limited to others in your organisation, without our express prior written consent, which may be withheld for any reason; or (iii) make any modifications to the Online Content. The Online Content may contain or be accompanied by digital rights management technology or similar security technology designed to protect digital information against piracy and other misuse. You acknowledge and agree that such technology is not a defect in the Online Content. Such technology is designed to restrict your access to and usage of the Online Content as follows:

• The licence and access to Online Content obtained by you is limited in duration to the Licence Term. Unless a different Licence Term is specified in your Order, Online Content is accessible online for the purchase period, but must be re-authenticated (by entering in your account credentials) every sixty (60) days in order to access such Online Content locally/offline. The Online Content may contain embedded time clocks or similar security devices that disable your ability to access and use the Online Content after the expiration of the Licence Term, even if the Online Content is stored locally/offline.
• Online Content obtained through the Service may be accessed by you from two computers at any time. If you try to access any such Online Content from a third computer, you will be denied access unless you "deauthorise" one of your two previously authorised computers.
• The Online Content cannot be forwarded to and/or shared with others.
• Standard "right-click" mouse functions may be disabled, so that Online Content you are viewing online cannot be copied, pasted or saved as another file.
• If the Online Content has a corresponding print version, such Online Content is functionally equivalent to its corresponding print version. However, in some cases, individual items have been removed for ease of internet delivery.

You must not circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with any of the security technology contained in or accompanying the Online Content. Such security technology is provided in part by our suppliers and vendors. From time to time, the Software you use to download Online Content may directly connect to an internet site operated by us or one of our suppliers in order to upgrade the security technology contained in or accompanying the Online Content. By registering for, using, and/or by downloading Online Content from the Site, you acknowledge and consent to the use of such security technology and the automatic upgrading of such security technology.

Portions of the Online Content may include items provided by our Affiliates, and you grant to such Affiliates the right to protect their interests under these Terms of Service and agree that such Affiliates are benefited by the provisions of these Terms of Service.

All Online Content purchases and subscriptions are nonrefundable, non-returnable and may not be exchanged. For Online Content subscriptions, you agree that until your subscription is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the Online Content.

In the event you purchase one or more books or other Physical Products (as specified on your Order), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition of these Terms of Service, this Section shall supercede such other term(s) and condition(s), but only to the extent necessary to resolve the conflict.

Condition of Books; Supplemental Materials

1. Books and other Physical Products you purchase from the Site are guaranteed to be correct according to your Order, and in an acceptable condition. Hardback or paperback books will be despatched at our discretion and depending upon availability. Books may also be an instructor's version if we determine that the instructor's version is identical to the student version (besides instructor comments).
2. Supplemental materials, such as student access codes, CD ROMs, or supplemental workbooks will be included with your book only if your Order specifically includes such supplemental materials.
3. Software and other Physical Products are governed by the terms of the end user licence agreement, if any, which accompanies or is included with or in the installation sequence for such Software or Physical Product, and is licenced and not sold.

Despatch Terms

Our despatch terms and conditions are set forth in the "Shipping Details" section of the Site, and all despatch charges will be clearly displayed during the Order checkout process.