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Terms & Conditions

Welcome to Nexus Notes, provided to you by Nexus Notes Pty Ltd (ACN 149 023 816).

Each time you access the Nexus Notes Website, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you must not use or access the Nexus Notes Website.

These Terms and Conditions are current as of 4 November 2018 and apply (a) to all Eligible Notes that you submit to Nexus Notes after that date; and (b) to all other Eligible Notes that you submitted to Nexus Notes before that date, where you agree that those Eligible Notes should be governed by these Terms and Conditions.

If you have any questions, please contact our team at support@nexusnotes.com.

1. Service provided

The Nexus Notes Website is a platform for (a) Sellers to offer and sell Eligible Notes to Nexus Notes and (b) Nexus Notes to offer and sell Approved Notes to the public.  Sellers receive royalties from Approved Notes that Nexus Notes sells to the public through the Nexus Notes Website.

Your relationship with Nexus Notes is solely that of independent contractors.

2. Membership

If a person agrees to these Terms and Conditions, they may apply (sign up) to be a Member of the Nexus Notes Website. If Nexus Notes accepts a person’s application, that person becomes a Member.

Nexus Notes reserves the unrestricted right to refuse Membership and to suspend, terminate or restrict a Member’s use of the Nexus Notes Website.

Membership is non-transferrable and you agree to not disclose your username or password to any other person.

3. Selling Notes

Only Members are able to submit Eligible Notes to Nexus Notes on the Nexus Notes Website.

When you submit an Eligible Note to Nexus Notes, you must include the following information:

  • the subject/class, faculty and university the Note relates to;
  • the grade achieved for subject;
  • the year subject was studied; and
  • a copy of your academic transcript (if requested by Nexus Notes).

Each time you submit an Eligible Note for approval, you represent and warrant, with respect to each Eligible Note submitted that:

  • you have all legal rights necessary to submit, offer for sale and sell that Eligible Note (including all Intellectual Property Rights in and to the Eligible Note) to Nexus Notes;
  • you have not granted any other person any licence or other rights to use, reproduce, publish, or communicate the Eligible Note for any purpose; and
  • submitting, offering for sale, displaying on the Nexus Notes Website and selling that Note does not infringe the rights, including Intellectual Property Rights, of any other person.

If you submit an Eligible Note on the Nexus Notes Website, Nexus Notes will review the Eligible Note in order to determine whether it should be approved.  If Nexus Notes approves the Eligible Note, Nexus Notes will issue a notice to you (Approval Notice) and the Eligible Note will become an Approved Note. You acknowledge that Nexus Notes will exercise full discretion in conducting this approval process, and Nexus Notes may refuse to approve an Eligible Note for any reason and without providing any explanation to you.

By uploading an Eligible Note to the Nexus Notes Website:

  • you grant to Nexus Notes a perpetual, irrevocable, worldwide, royalty free licence to use, reproduce, and communicate the Eligible Note for the purposes of assessing whether or not to approve the Eligible Note; and
  • you agree that if the Eligible Note is approved in accordance with the process described above, so that it becomes an Approved Note, then with effect from the date of the Approval Notice you assign all right, title and interest in the Approved Note (including all Intellectual Property Rights in the Approved Note) to Nexus Notes. Upon the assignment becoming effective, Nexus Notes grants you a perpetual, worldwide, royalty-free, non-sub-licensable licence to use the Approved Notes solely for your own personal use (and not for any commercial purpose).

4. Buying Notes

You do not need to be a Member to buy Approved Notes from Nexus Notes. If you buy Approved Notes from Nexus Notes, you agree that:

  • you will not hold Nexus Notes responsible for the conduct of anyone else who uses the Nexus Notes Website, whether a Member or not, or any Notes that Nexus Notes sells or offers for sale on the Nexus Notes Website;
  • Nexus Notes does not warrant or represent the quality, authenticity or accuracy of any Notes sold or offered for sale or any information on the Nexus Notes Website;
  • Nexus Notes is not responsible for your performance or result in any academic subject as a result of your purchase and use of any Notes; and
  • you will not copy or distribute to another person any Notes you have purchased;
  • you will not cancel an order once submitted.

If you are not satisfied with Notes you have purchased, for any reason, and you give Nexus Notes notice of this within 24 hours of purchase at support@nexusnotes.com, Nexus Notes will refund the purchase price to you within 30 days of receiving notice.

5. Liability and rules of use

When you access or use the Nexus Notes Website, you agree:

  • when a Seller agrees to sell Notes to Nexus Notes, or a Buyer agrees to buy notes from Nexus Notes, each party enters into a binding legal contract;
  • you are responsible for ensuring that your use of Nexus Notes complies with all relevant laws;
  • you will not hold Nexus Notes liable for any loss or damage suffered as a result of your use of the Nexus Notes Website, whether or not that loss or damage was caused by Nexus Notes or another user of the Nexus Notes Website;
  • you will not use the Nexus Notes Website to infringe the Intellectual Property Rights of another person;
  • you will not hold Nexus Notes liable for any infringement of your Intellectual Property Rights;
  • to the extent legally permitted, Nexus Notes disclaims all warranties, representations, conditions, guarantees and terms other than those expressly set out here, express or implied. In the event that Nexus Notes is found liable to any party, Nexus Notes’ liability to You is limited to the greater of the fees you have paid Nexus Notes in the previous 12 months or $100;
  • you indemnify Nexus Notes (and its employees and officers) against any Loss suffered or incurred by, and any Claim made by any party, arising from or in connection with your use of the Nexus Notes Website, or your breach of these Terms and Conditions;
  • you unconditionally release Nexus Notes (and its employees and officers) from any liability or obligation (known and unknown) relating to or in connection with any dispute you have with another user of the Nexus Notes Website;
  • you will not use the Nexus Notes Website if you are a minor or otherwise unable to form binding contracts;
  • you are responsible for becoming aware of, and adhering to, your university’s policies.
  • you will not post any false, misleading, threatening, defamatory or indecent material on the Nexus Notes Website;
  • you will not distribute viruses to or through the Nexus Notes Website, impose an unreasonable load on Nexus Notes’ servers, use a robot, spider or scraper to harvest material (including email addresses) from the Nexus Notes Website or bypass any measure used to prevent and control access to the Nexus Notes Website;
  • Nexus Notes does not guarantee continuous, error-free access to the Nexus Notes Website;
  • to the Nexus Notes Privacy Policy, which forms part of these Terms and Conditions;
  • the information you provide to Nexus Notes (including all personal information) is true, complete and correct;
  • you are responsible for all taxes or levies that arise as a result of you using the Nexus Notes Website.

6. Fees

There are no fees for submitting Eligible Notes to Nexus Notes or offering Approved Notes for sale on the Nexus Notes Website.

Nexus Notes reserves the unrestricted right to determine the price at which Notes are offered for sale on the Nexus Notes Website.

Sellers agree to pay Nexus Notes a commission fee equal to 50% of the sale price (excluding GST) of each Approved Note sold on the Nexus Notes Website.

Sellers authorise Nexus Notes to collect payments from Buyers each time the Seller sells an Approved Note, to remit these payments to the Seller and to deduct from the payment an amount equal to any commission fees or taxes due from the Seller to Nexus Notes and any donations made to AIME before remitting any payments from Buyers to the Seller.

7. GST

Unless expressly stated otherwise in these Terms and Conditions, all amounts payable under these Terms and Conditions are exclusive of GST.

If GST is payable on any supply made under these Terms and Conditions, for which the consideration is not expressly stated to include GST, you agree to pay Nexus Notes an additional amount equal to the GST payable at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. However, if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and you or Nexus Notes (as the case may be) must make any payments necessary to reflect the adjustment.

If a party is required under this agreement to indemnify another party, or pay or reimburse costs of another party, that party agrees to pay the relevant amount less any input tax credits to which the other party is entitled.

8. Copyright

If you believe that an Approved Note offered for sale on the Nexus Notes Website infringes or may infringe your copyright, please contact the Nexus Notes team and we will investigate.

Upon receipt of such notification, Nexus Notes may remove the offending Note and cancel the Seller’s Membership. Nexus Notes may ask you to provide further information with regard to any claims of copyright infringement.

9. General

These Terms and Conditions form the entire agreement between you and Nexus Notes, superseding any previous agreements.

If any provision of these Terms and Conditions are held to be invalid or unenforceable, such a provision will be severed and the remaining provisions will continue in force. Delay or failure for Nexus Notes to enforce a provision of these Terms and Conditions or any other right does not constitute a waiver of that provision or right.

Nexus Notes may amend these Terms and Conditions at any time by posting the updated terms on the Nexus Notes Website. The amended terms take effect when you access the Nexus Notes Website or after 30 days, whichever is sooner. If you do not agree with the updated terms, you must not continue to use the Nexus Notes Website.

Nexus Notes may assign the benefit of these Terms and Conditions without limitation. These terms are governed by the laws of New South Wales, Australia.

10. Definitions

The following meanings apply unless the contrary intention appears:

Approved Note means an Eligible Note that has been approved for sale by Nexus Notes on the Nexus Notes Website.

Assignment has the meaning given to it in clause 3.

Buyer means a person who purchases or offers to purchase Approved Notes from a Member.

Claim includes any claim, action, demand or proceeding.

Conduct includes acts and omissions.

Eligible Note includes notes, study guides and exam templates but does not include assignments or take home exams.

Intellectual Property Rights means all intellectual property rights including all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the Convention establishing the World Intellectual Property Organisation 1967.

Loss includes any loss, liability and expense (including legal costs) on a complete indemnity basis.

Member means a person who has applied to be a member of the Nexus Notes Website and whose application has been accepted by Nexus Notes. This person holds a Membership.

Nexus Notes means Nexus Notes Pty Ltd (ACN 149 023 816).

Nexus Notes Website means www.nexusnotes.com and the services offered by that website.

Note means Approved Note and Eligible Note.

Seller means a person who sells or offers to sell Approved Notes.

We, Us and Our mean Nexus Notes.

You means users of the Nexus Notes Website, including but not limited to Buyers, Sellers and Members.