MARKET MASTERS INSTITUTE’S SERVICES AGREEMENT

The use of the Dimistifi Platform accessible at www.marketmasters.institute, and the software, information, intellectual property and services comprising that platform (“Platform”) which is owned or licensed by Market Masters Institute Australia Pty Ltd ACN 609 577 008 (“Licensor”), and the purchase of other goods and services from the Licensor, is governed by the terms and conditions set out below (“Agreement”). Without limiting the ways in which you may be bound by this Agreement, by clicking “Subscribe” or “I accept the terms of this Agreement” (or similar wording), by signing a document (including an order form) in which you expressly agree to be bound by this Agreement or by using any similar mechanism indicating your acceptance of this Agreement, or otherwise by using the Platform, you (“User”/ “you”) will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.

  1. Services

    1. The Licensor agrees to provide training to the User by providing one or more of the Training Courses offered by the Licensor (as specified on the order form), in accordance with and subject to the terms and conditions of this Agreement and the particular details specified on the order form.
    2. The training provided by the Licensor and any information provided using the Platform is not financial product advice and should not be construed as a recommendation, and is not intended to influence the User, to buy, sell or make any decision in relation to financial products. In providing the training and information the Licensor is not aware of the User’s financial or other circumstances and is unable to assess whether investment in any financial product using the Platform is appropriate for the User’s needs.
    3. The Licensor does not arrange for the User to buy, sell or otherwise deal with financial products but where the User does decide to enter a transaction in relation to the financial products referred to on the Platform the Licensor may refer the User, by generating an email to be sent by the User, to a licensed stock broker (“Trade Request”). The User will need to enter an agreement directly and instruct the stock broker to implement any transactions.
    4. The Platform and the data produced by the Platform does not take into account the investment objectives, financial situation or particular needs of any User or any other person. Users should not rely on the Platform and the data produced by the Platform as the sole basis for making an investment decision. Users should consider seeking independent taxation and financial advice before making such a decision.
  2. Licence conditions

    1. In consideration for the payment of any licence or subscription fees specified by the Licensor and subject to the User completing the Level 1 Training Course to the Licensor’s satisfaction, the Licensor grants to the User a non-exclusive, non-transferable, revocable licence (“Licence”) to use the Platform subject to the terms of this Agreement within the period of the Licence agreed between the Licensor and the User (“Subscription Period”). This Licence will terminate immediately upon the termination of this Agreement.
    2. A User must not sublicense, deliver, transfer or assign the Licence to any other person except with the prior written permission of the Licensor.
    3. The Licence is subject at all times to the User paying all applicable licence or subscription fees to the Licensor by the date they are due.
    4. The Licensor may restrict the functionality of the Platform, or the User’s access to parts of the Platform, based on the subscription level, licence type, fees payable under any Licence or in accordance with clause 6.5.
    5. The User must pay any licence or subscription fees in the amount and manner agreed between the parties in respect of the Licence. The User must provide the Licensor, where applicable, with all necessary information to enable the Licensor to take such payment, and ensure that such information is current and correct at all times.
  3. Payment terms

    1. The User must pay the Licensor the Training Fee specified by the Licensor by electronic funds transfer to an account nominated by the Licensor prior to the commencement of the Training course.
    2. The User must pay the Subscription Fees specified for the Licensor for supplying the User with access to the Platform monthly in advance via direct debit.
    3. The Subscription Fee and Training Fee is inclusive of GST.
    4. All fees are in Australian dollars.
  4. Account set up

    1. The User is required to create an account on the Platform (Account) for the purposes of using the Platform.
    2. The Account will be created using the Licensor’s online sign up process, or any other method specified by the Licensor from time to time.
    3. The Account will permit the User to login to the Platform to manage the User’s Account and other details involving the User’s relationship with the Licensor.
    4. The User agrees to keep confidential and secure any username or password used to access the Account. The User is responsible for all usage of the Account, even if the Account has been accessed without the User’s authorization.  In particular, the User is responsible for all Trade Requests made via the Platform. 
    5. The User warrants that all information provided to the Licensor in the setup of the User’s Account or as requested by the Licensor from time to time is true and correct in every detail.
    6. The User agrees that the User will only use the Account and the Platform for the purposes of using the Platform to access trading data and links to brokers to place Trade Requests, for any other purpose permitted by the Licensor in writing and for no other purpose.
    7. You must be over the age of 18 years to use the Platform.
  5. Privacy

    The Licensor may from time to time collect personal information about the User or its users of the Platform. All personal information collected by the Licensor will be managed in accordance with its privacy policy which may be viewed on the MMI website.
  6. Suspension & termination

    1. Subject to clause 6.2 and rights of early termination specified hereunder, this Agreement will continue for the duration of the Subscription Period specified on the order form (“Initial Subscription Period”), and each Renewed Subscription Period described in clause 6.2.
    2. Upon the conclusion of the Initial Subscription Period, this Agreement will then renew for further successive Subscription Periods of one calendar month each (each a “Renewed Subscription Period”), until such time as a party provides written notice of termination of this Agreement to the other party, which must be provided no less than 14 days prior to the conclusion of the then current Subscription Period. If such notice is given, then this Agreement will terminate on the last day of the then current Subscription Period,  
    3. Apart from clause 6.2 and apart from where expressly permitted by the Licensor in writing or otherwise required by law, the User has no right to terminate this Agreement during a Subscription Period. If the Licensor consents to early termination, then the User agrees to pay any early termination fee specified by the Licensor. 
    4. This Agreement, the Licence and the User’s rights granted under this Agreement may be terminated or suspended at any time by the Licensor immediately on the provision of written notice to the User if:
      1. the User is in breach of this Agreement, (this includes, without limitation, the User failing to pay any amounts due under this Agreement) or a Third Party Licence (as that term is defined in clause 12);
      2. the User becomes insolvent, bankrupt, is wound up, or has an administrator, liquidator or receiver appointed over it or its assets; or
      3. another agreement between the User and the Licensor permits the Licensor to terminate this Agreement.
    5. Without limiting the Licensor’s other rights arising under this Agreement, the Licensor may suspend the User’s use of the Platform at any time, and for any reason (even if the User is not in default of the Agreement) with or without notice to the User.
    6. The Licensor’s suspension of the User’s right to use the Platform may, in the Licensor’s sole and absolute discretion, apply to some or all of the User’s access to the Platform and/or for a fixed or indefinite period of time.
    7. If a Licence is suspended in whole or in part under clause 6, the Licensor may, in its sole and absolute discretion, reactivate the User’s access to the Platform and the User agrees that the Licensor will not incur any liability in respect of the failure to supply access to the Platform (or allow the User to exercise any other rights in respect of the Platform) during any period in which the Licence is suspended.
    8. Upon the termination of this Agreement:
      1. the User will immediately cease using the Platform;
      2. the User will delete or destroy, or where specified by the Licensor, return to the Licensor, any intellectual property or confidential information of the Licensor which may be in the possession or control of the User;
      3. any licence keys for or access rights to the Platform provided to the User will be immediately deactivated and destroyed by the Licensor; and
      4. nothing herein shall be construed to release either party from any obligation that arose prior to the effective date of such termination.
    9. Clauses 7, 9, 10, 11, 12 and 14, of this Agreement will survive the termination of this Agreement.
  7. Confidentiality & data security

    1. The User acknowledges and agrees that in using the Platform:
      1. except where the User is required by law to disclose any information or with the prior written consent of the Licensor, the User must keep the data generated from the Platform confidential;
      2. transmitting, uploading, or downloading data via the Platform may render the User’s systems vulnerable to viruses, malware, or other forms of attack that are beyond the reasonable control of the Licensor; and
      3. the User is at all times responsible for the security of its own systems. The Licensor is not liable or responsible for protecting the security of any data transmitted, uploaded, or downloaded via the Platform, or for any loss, cost, expense or damage suffered by the User as a result of any unauthorised access or use of the data or the Licensor’s Platform and systems.
  8. Updates, upgrades and support

    1. The Licensor is under no obligation to provide updates, upgrades or new releases for the Platform or any software or functionality comprising the Platform (“Upgrades”). If the Licensor does release an Upgrade for its end users generally, then the Licensor will provide the same Upgrade to the User. 
    2. The Licensor may elect to provide software support services in respect of the User’s use of the Platform, or errors detected by the User in the Platform. The User should visit the Licensor’s website at www.marketmasters.institute to check the support services offered by the Licensor from time to time. 
    3. This Agreement will, unless specified by the Licensor to the contrary in writing, apply to all Upgrades supplied by the Licensor to the User (and a reference to the “Platform” will be deemed to include a reference to each Upgrade which the Licensor supplies to the User).
  9. Warranties & liability

    1. The User must not use the Platform in any way that might defame, offend, insult, embarrass, injure, damage, or otherwise breach the rights of any person or contravene any applicable law.
    2. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the User’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
    3. The User acknowledges that the Licensor makes no warranties that the Platform is error free, that the Platform will be accessible on the User’s systems, or that the User’s access to the Platform will be uninterrupted.
    4. The User acknowledges that the Licensor has not made and will not make any other express or implied warranties in relation to the Platform or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded to the maximum extent permitted by law.
    5. The User agrees that the Licensor will not be liable in respect of any loss, damage, expense, cost or claim by or against the User (whether contractual, tortious, statutory or otherwise) for any direct or indirect, special, incidental, or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Platform or the provision of any other goods or services under this Agreement, and whether as a result of any negligence, breach or default, by the Licensor.
    6. The User agrees that the Licensor will not be liable for:
      1. any Trade Requests made by the User;
      2. any failure of a Trade Request to be properly communicated by the Platform to the relevant broker. The User agrees to separately confirm with their broker that the broker has properly received each Trade Request; and
      3. any investment decisions made, or transactions undertaken, by the User, as a result of any information which the User has obtained via the Training Courses or the Platform. The User is responsible for all investment decisions or transactions which it chooses to undertake and accepts all risk arising from the same. 
    7. If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of the Licensor is limited, at the option of the Licensor, to:
      1. in the case of goods, any one or more of the following:
        1. the replacement of the goods or the supply of equivalent goods;
        2. the repair of the goods;
        3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
        4. the payment of the cost of having the goods repaired; and
      2. in the case of services:
        1. the supplying of the services again; or
        2. the payment of the cost of having the services supplied again.
      3. The Licensor provides the following notice as required by the Australian Consumer Law (which may apply to the User if the User is a “consumer” under the Competition and Consumer Act 2010):
        Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
    1. The maximum liability of the Licensor under this Agreement for any matter which cannot otherwise be excluded, will be limited (to the maximum extent permitted by law) to such liability as is covered by the Licensor’s professional indemnity insurance policy terms and in no event shall the Licensor’s liability exceed the total fees paid to the Licensor by the User whichever is the less.
    2. The User indemnifies the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by the Licensor, its agents, officers or employees as a direct or indirect result of:
      1. any breach of this Agreement by the User; or
      2. any action, claim, demand or proceedings instituted against the Licensor as a result of the use of the Platform by the User.
  10. Intellectual property

    1. Nothing in this Agreement affects the ownership of any intellectual property or associated rights owned or licensed by any person prior to the grant of any Licence hereunder.
    2. The Licensor retains ownership of the Platform and the materials comprised in the Training Courses and all intellectual property, including any rights in copyright, moral rights, inventions (including patents), trademarks, designs, circuit layouts (whether or not registered or registrable), (“Intellectual Property Rights”) which subsist in the materials comprised in the Training Courses or the Platform, including any data, material, or information created by or on behalf the Licensor and displayed or made available via the Platform (Licensor IP) at all times. Apart from the Licence granted herein, all such rights are reserved by the Licensor.
    3. The User owns any data which it uploads to or creates using the Platform (User Data), save to the extent that the User Data incorporates or consists of Licensor IP. The User grants to the Licensor a perpetual, irrevocable, royalty-free, world-wide licence to use, transmit, broadcast, and disclose the User Data for the purpose of providing the User with access to the Platform and any goods or services supplied in connection with the Platform.
    4. Except to the extent permissible under the Copyright Act 1968 (Cth), and to the extent strictly necessary to access and use the Platform, it is a condition of the Licence that the User must not attempt to copy, reproduce, modify, transform, decompile, reverse-engineer, introduce malicious viruses, software or code, or otherwise interfere with the function of the Platform.  
    5. The User must not infringe the Intellectual Property Rights of the Licensor or a third party in connection with the Platform. The User agrees to continually indemnify the Licensor against any loss, cost, expense or damage (including legal costs on a full indemnity basis) that the Licensor incurs or suffers, as a direct or indirect result of a breach of the Intellectual Property of the Licensor or a third party in connection with the Platform.
  11. Export laws

    1. The Licensor, its employees and its agents may be subject to export control laws of Australia, the United States or other jurisdictions that prohibit or restrict transactions with certain parties, and the type and level of technologies and services that may be exported (“Export Laws”). The User agrees to comply fully with all such laws and regulations of Australia, the United States and other countries to assure that neither the Platform, nor any direct products thereof are exported, directly or indirectly, in violation of Export Laws, or are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
    2. The Platform nor underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which Australia or the United States has embargoed goods; or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, Non-proliferation Sanctions or General Orders, or similar lists or orders in Australia or other jurisdictions. By downloading or using the Platform, the User is agreeing to the foregoing and it is representing and warranting that it is not located in, under the control of, or a national or resident of any such country or on any such list, and that it acknowledges that it is responsible to obtain any necessary Australian or United States government authorisation to ensure compliance with such laws.
  12. Compliance with third party licences

    1. The Platform may incorporate components licensed to the Licensor by third parties, which may be subject to their own End User Licence Agreements (“Third Party Licences”).
    2. The User agrees that the use of the Platform, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to the Platform, including but not limited to those appended to this Agreement or separately notified to the User.
    3. The User agrees to be bound by and observe all terms and conditions of any Third Party Licence and acknowledges that any breach of a Third Party Licence will entitle the Licensor to terminate the Licence and exercise its rights under clause 6.
  13. Amending this agreement

    1. The Licensor may amend any of the terms of this Agreement, in its sole and absolute discretion, by providing written notice to the User of such amendments and/or displaying such amendments or an amended copy of this Agreement to the User during its use of the Platform. Without limiting the methods by which the User may accept such amended terms, the User acknowledges and agrees that its ongoing use of the Platform or participation in Training Courses after it is made aware of any amended terms to this Agreement will constitute its acceptance of such amended terms.
    2. If the User does not agree to any amendments made by the Licensor to the terms of this Agreement, then the User must immediately cease any further use of the Platform, and notify the Licensor in writing of its intention to terminate the Licence.
  14. Miscellaneous

    1. In the interpretation of this Agreement, unless the contrary intention appears:
      1. “order form” means an order form to which this Agreement is attached, or which refers to this Agreement, and which describes the Training Courses and other goods and services purchased by the User from the Licensor;
      2. terms defined or described in the order form, will have the same meaning in this Agreement;
      3. a reference to this Agreement means a reference to an agreement between the Licensor and the User on the terms and conditions of this document and the order form, and includes an amendment or supplement to, or replacement or novation of this Agreement;
      4. a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
      5. the singular includes the plural and vice versa;
      6. a reference to any gender includes a reference to all other genders;
      7. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
      8. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
      9. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
      10. headings are inserted for convenience only and do not affect the interpretation of this Agreement.
    2. The parties may enter into one or more order forms in relation to this Agreement. An order form, once entered into, overrides any previous order form to the extent of any inconsistency.  The contents of an order form will also override any inconsistent term contained in these terms and conditions.
    3. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
    4. A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
    5. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
    6. The Licensor may assign, novate or otherwise transfer its rights and obligations that arise under this Agreement. The User may not assign its rights or obligations that arise under this Agreement without the prior written consent of the Licensor (which may be withheld).
    7. The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.
    8. This Agreement is governed by, and must be construed in accordance with, the laws of the State of Victoria Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.