School News Channel™

Effective January 31, 2012

licence agreement

PREAMBLE
1. School News Channel is a system wholly owned by MGM Wireless Holdings Pty Ltd ABN: 29 104 182 452 of 154 Fullarton Road, Rose Park, South Australia 5067, (“MGM”).
2. School has made an application to MGM for MGM to license the School News Channel SMS service and other related MGM software (the “system”) and to use the software to send and receive SMS messages (the “transmissions”).
3. The system and transmissions are free of costs for the school to use when operated in accordance with terms and conditions in the agreement.
4. The school agrees this license agreement allows the school to use the system and transmissions for certain purposes only such as unexplained absence notifications, late arrivals, school event reminders and crisis / emergencies (the “permissible uses”).
5. The system’s installation, training and operating costs including all costs to send SMS messages (the “transmission”) is funded jointly by the MGM and the school’s Parents.
6. Parents funding is by way of volunteering to subscribe to the service (the “subscribers”) and pay a monthly or once-off fee, depending on the service type they choose, charged to their personal mobile phone account (the ‘microfee”).
7. MGM funding obligation is by guaranteeing to fund the difference between the cost of installing and operating the service, and all transmissions and the total of microfunds received from Parents (the “gap”). This guarantee by MGM ensures the systems can be reliably operated by the school initially and on an ongoing basis.
8. MGM funding obligation is by guaranteeing to fund the difference between the cost of installing and operating the service, and all transmissions and the total of microfunds received from Parents (the “gap”). This guarantee by MGM ensures the systems can be reliably operated by the school initially and on an ongoing basis.
9. School and MGM agree to actively promote and support the service to all Parents and to other members in the school community (old scholars, family relatives) to maximize subscriber numbers both independently and through MGM marketing efforts.
License
1. On acceptance, MGM will grant the School a non-exclusive, non-transferable limited license to use the School News Channel Software (the “System”) listed in the Schedule (the “Schedule”) and the right to use the Transmissions for permissible uses (the “Permissible Uses”) on the terms of this Agreement.
Durantion of license
1. The License to Use the System will continue indefinitely for rolling three year terms provided that the School complies to all terms and conditions in accordance with this Agreement.
2. This License will automatically renew at the expiration of each three year term unless terminated in accordance with clause 20.
Proprietary Information
1. MGM warrants that it has the right to grant this License to the School.
2. The School acknowledges that MGM is authorized to license the System and the ideas and expressions contained in the system and all physical forms of it.
3. The School shall limit access to the media containing the System and Associated Documentation to those of its employees, contractors and agents necessary to permit the School to use the System. The School will store such media in a secure place except when being used, and will exercise all other reasonable precautions to prevent unauthorised access, whether direct or indirect.
4. The School must take all reasonable steps to maintain the security and confidentiality of passwords required to access the System or any part of it and to prevent unauthorised use of the software, including, without limitation, not disclosing passwords to any persons other than authorised employees, and logging out of the System or any part of it or otherwise secure the computer from unauthorised use prior to leaving a computer on which the software is running unattended.
5. The School will indemnify and keep MGM indemnified against any loss or damage incurred by MGM as a result of improper or unauthorised use of the System by the School, its employees, contractors or agents.
6. MGM acknowledges that data relating to children, children’s safety and parent details is being accessed by the System. MGM will take all reasonable precautions to prevent disclosure of any Confidential Information or data belonging to the School and made known to MGM by the School during the course of the installation or service or use of the System.
7. The School acknowledges that its use of the Software may be automatically monitored to obtain various non-financial and non-client-specific operational data, such as application usage statistics.
Free for the school
1. School News Channel is provided as a free service for the school to install, operate and send messages when operated in accordance with the terms and conditions in this License Agreement.
2. On acceptance, School will receive a license to use the software set out in the Schedule.
3. MGM will install the service, and provide training for school leaders, operators and teachers as set out in the Schedule at no cost.
4. School can only use transmissions for permissible uses specified in the schedule.
5. If the School uses the service for non-permissible use, then:
  1. The School will pay MGM for the Transmission Fees as set out in the Schedule.
  2. MGM can terminate the service and this license agreement without notice.
6. Any goods and services tax, customs duties or other government charges, fees, taxes, levies or imposts that are payable by the School and known at the date of acceptance will be set out in the Schedule.
7. MGM reserves the right at any time to pass on any government charges, fees, duties, taxes, levies or imposts payable by it as a result of the supply of all or any part of the System or the Transmissions which may be imposed on it after the date of this Agreement.
Fitness for Purpose
1. The School acknowledges that MGM has not made any representation or promise which is not expressly set forth in the Schedule as to the fitness of the goods and services for any particular purpose or any other matter.
2. The School acknowledges and warrants that it has relied on its own skill and judgment or alternatively on the skill and judgment of professional advisers retained by it to provide advice or assistance as to the suitability of the System for the specific purpose.
Services
1. MGM will provide the School the Services in accordance with a time line agreed by the School and MGM.
Use of system
1. The School warrants that it will only use the System in accordance with the Associated Documentation and other written instructions provided to the School by MGM.
2. The School acknowledges that the System operates as a communication tool; and is an aid to the School’s operations; and that processes and procedures and communications to external systems, networks and platforms occur for the purpose of making Transmissions.
3. The School shall not do any act that may jeopardise the security or integrity of any part of the system, network or platform which is used to enable the System to function, regardless of who owns that system, network or platform.
4. The School shall not and shall not allow any other person to access or manipulate the Software in any way that would allow them to copy, alter or reverse engineer the System or any part of it.
5. The School will advise MGM as soon as practicable, and in any event within thirty (30) days of any change or intended change of Key Personnel at the School.
6. No employee, contractor or agent of the School shall be entitled to use the System unless properly trained by MGM.
School to promote
1. School acknowledges that MGM has taken a significant financial risk and obligation to funding the gap for the benefit of the school and its community.
2. School acknowledges that without both ongoing Parental and MGM support, the schools ongoing ability use of the service is placed at risk.
3. School understands that a key condition of MGM granting the School a license to the system is that the School actively promote the service in every regard both independently and jointly with MGM to Parents and other members of the community to encourage subscribers.
4. The School will encourage Parents to subscribe to the service through school announcements, letters, diary notes and in any other means that are reasonable to achieve maximum Parent subscriber support.
5. The School gives permission for MGM to use its name in its any of its marketing and promotional activities.
Technical installation
1. MGM will use its best endeavors to deliver and install the System on the School’s hardware within the times set out in the Schedule.
2. All services are performed by remote session login using Internet Protocol or other similar means.
3. The Schools IT Administrator will make himself easily accessible and available to MGM at all times.
4. The Schools IT Administrator will be in attendance during installation.
5. The School will ensure that it has:
  1. all hardware and software on site and configured before the installation date; and
  2. all prerequisite software, hardware, communication configurations have been made; and
  3. communication settings as provided by MGM have been made.
6. The school understands the installation of the service is made at considerable cost to MGM, and any delays, cancellation or rescheduling of services caused by the school’s late of preparedness or otherwise will incur a fee (the “IT penalty fee”) found in the schedule that the school shall pay to MGM.
7. The School warrants that all third party software including operating systems that interacts with the System is valid and is lawfully licensed to the School.
Location of use
1. The System may be used by, or on behalf of the School at the Site Address(es) specified on the Schedule.
2. All costs and risks associated with moving the System or any data on it will be borne by the School.
School shall protect Systems's confidentiality
1. The School will protect the confidentiality of the system at all time.
2. The School will not provide any details of the service to any third party, including representatives from Education Departments without obtaining MGM’s prior written approval.
3. The School will notify MGM immediately it becomes aware of any unauthorised possession, use or knowledge of any part or physical form on the System, or of any other Confidential Information made available to the School by anyone not authorised under this Agreement to have such possession, use or knowledge and will co-operate with MGM in every reasonable way to help MGM regain possession, and/or prevent further unauthorised use, and/or recover damages caused by such use.
4. The School expressly must not show or demonstrate or provide any information regarding the system to any competitor or potential competitor of MGM, and will co-operate with MGM in every reasonable way to help MGM regain possession, and/or prevent further unauthorised use, and/or recover damages caused by such use.
Annual licence fee
1. The School will receive, free of costs, a license for the service based upon student enrolments and accreditation
2. The School is entitle to receive:
  1. Helpline Telephone Support for trained school staff during Business Hours;
  2. Technical Updates that enable the System to continue to function as set out in the then current Associated Documentation;
  3. Email Customer services for both Parents and trained school staff;
  4. Helpline for Parents to call;
  5. One time only Technical Services to interface the System with the schools existing attendance and rollmarking database if requested in the then current Associated Documentation.
3. MGM reserves the right to seek confirmation annually of the School’s accreditation and enrolment numbers for the purpose of confirming that the Annual License Fee documentation is correct.
Microfee
1. MGM will collect microfees and apply against the cost of operating the system by the school.
2. MGM has sole rights and ownership of the microfees at all times.
3. School is not entitled to any share of microfees.
4. Should there be a surplus of funds between the cost of operating the system by the school and amount for microfees collected by MGM, then this surplus is the property of MGM and School shall have no claim to it.
Transmissions
1. School must operate the service in a accurate, reliable and professional manner at all times.
2. School must ensure accuracy of transmission content, and that transmissions are sent in a timely, accurate manner.
3. Transmissions effected through the mobile phone network are via a shared VMT number allocated to the School by MGM for the sole purpose of using the System and making the transmissions. The VMT number is and remains the property of MGM.
4. The schools ability to effect transmissions is restricted to permissible uses only as described in the schedule.
5. If the School uses the service for non-permissible use, then:
  1. The School will pay MGM for the Transmission Fees as set out in the Schedule.
  2. MGM can terminate the service and this license agreement without notice
  3. The School acknowledges that:-
  4. Permission is given to it to use the VMT number only for the purposes of making and receiving transmissions using the System;
  5. The System allows or may allow Transmissions to be made to third persons using a SMS, e-mail or other electronic communications technology;
  6. The content and destination of Transmissions is the responsibility of the School;
  7. Maintaining the accuracy of:
    1. The School’s Parent mobile phone and contact details data base; and
    2. Accuracy of Teacher rollmarking procedures; and
    3. And adherence to the Student late arrivals protocol; and
    4. School Event calendar within the system
    5. is a fundamental, important requirement of this agreement, and is the sole responsibility of the School.
  8. Transmissions are effected by MGM; and payment for the Transmissions is made in accordance with the Schedule and MGM’s then current rate schedule.
6. Transmissions shall not be used for or in connection with any illegal or fraudulent activity and are subject to obligations imposed by the Privacy Act (Commonwealth) 1988.
7. The School shall not use, nor permit any other person to use the Transmissions for any purpose whatsoever other than for the purpose of the School’s operations.
8. The School shall comply with any instructions concerning access to and/or use of the Transmissions that may be given by MGM from time to time.
9. The School shall not use or seek to use the Transmissions for publishing, reproducing or advertising any message, information, symbol or other communication which is offensive or abusive or of an indecent, obscene or menacing character or for the purpose of causing annoyance, inconvenience or anxiety to any person, or for any unlawful purpose.
10. The School acknowledges that:-
  1. The URL and/or logo and/or tag line of MGM may be attached to a Transmission without the School’s consent.
  2. The Transmissions may be suspended without notice to protect against fraudulent, negligent or illegal use or to protect the integrity of the System.
  3. The Transmissions may be suspended due to technical failure, modification or maintenance involving the Transmissions.
  4. The Transmissions may be suspended without notice to due to schools no-compliance with the terms and conditions or the spirit of this agreement as deemed by MGM at its sole and unfettered opinion.
11. MGM is not obliged to supply the Transmissions where the Transmissions are at any time deemed to fall within the ambit of clauses 15.5, 15.6, 15.7, 15.8.15.9 and/or 15.10 of this Agreement.
Transmission price changes
1. Should MGM experience:
  1. a wholesale transmission supplier price increase; or
  2. or any other financial or cost change affecting the service
  3. then MGM is entitled to amend or terminate this agreement.
Warranties
1. Subject to clause 17.6 MGM warrants that the System (unaltered by or on behalf of the School) shall conform to the specifications and have the functionality set out in the Associated Documentation for three (3) months after delivery to the School provided that there has been no change in the software used by the School with which the Software interfaces.
2. Other than expressly set out in this Agreement, MGM makes no warranty in respect of software supplied by third persons and make no representations or warranties and accepts no liability in relation to the operation of the Software in an environment which does not conform with the specifications set out in the Associated Documentation.
3. Where MGM has the benefit of any warranty concerning software supplied by third persons, MGM agrees to assign the benefits of warranty (if any), if such assignment is lawful and subject to the School indemnifying MGM for any such liability which MGM may incur by reason of:
  1. Assignment of the warranty and/or
  2. Any action or proceeding in respect thereof.
4. Except as specifically set forth in Clause 17.1 or implied by the Trade Practices Act 1974 (Cth) or any other applicable state legislation (which provide for certain warranties as to merchantable quality, fitness for purpose and due skill and care of consumer goods and services), MGM make no representation of any kind with respect to the System including but not limited to, warranties of fitness for a particular purpose.
5. MGM assumes no responsibility for the use of which the School, its employees, contractors or agents puts the System or result of such use. The School acknowledges and agrees that the System is not goods and services of a kind acquired for personal, domestic or household use or consumption and is not acquired as such under this Agreement.
6. If any condition or warranty is implied in this Agreement pursuant to any Act of Parliament, the liability of MGM for breach of the condition shall be limited to any one or more of the following:
  1. If MGM’ breach relates to goods at MGM’s option:
    1. The replacement of the goods; or
    2. The repair of the goods; or
    3. Withdrawing the schools ability to use the goods.
7. Neither MGM nor MGM shall be liable in any circumstances for any loss or damage resulting from the use of the System or the receipt or non-receipt of a Transmission by any person nor for economic loss or special or consequential damages arising for any reason.
8. All warranty claims made by the School must be confirmed to MGM in writing. The Warranty is only valid so long as the School uses, operates and maintains the System properly and in accordance with this Agreement and the Associated Documentation and any damage is not caused by physical damage of any nature.
9. Any corruption of the data within the System which is due to a System software failure will be repaired under warranty unless manual re-keying of data is needed. The School will be required to pay all charges for the re-entry of manual recreation of data. Any corruption of data due to operator error, faulty magnetic media, acts of God or other events outside MGM’s control shall not be corrected under warranty.
10. Any services to be provided by MGM will be provided in Business Hours. Services are performed via remote session using internet protocol or other similar technology.
11. Should the school request warranty or any other services to be performed on site, and the equipment is located more than fifty (50) kilometers from MGM’s nearest service centre, MGM shall be entitled to charge the School for reasonable subsistence, travelling and freight costs for personnel and/or
School Indemnities
1. The School acknowledges that MGM does not exercise any control whatsoever over the content of information passing through the Network and the School shall not hold MGM, nor shall MGM be responsible for the content of any Transmission passing through the Network.
2. The School acknowledges that the Internet is not an inherently secure system and undertakes responsibility for the protection of its information and data. The School accepts full responsibility for the security of the School’s information and data.
3. The School acknowledges that the Internet may contain viruses (including other destructive programs) which may, if not eliminated, destroy parts or all of the data contained within its System. The School acknowledges that the System will not filter or check data to eliminate viruses, and the School agrees to provide its own mechanism for checking its system for viruses, and to hold MGM harmless from any damage caused by viruses obtained through the Transmissions.
4. The School hereby indemnifies and will indemnify MGM against any loss or liability incurred by MGM as a consequence of the use of the System and the Transmissions by the School.
Limitation of Liability
1. MGM shall not be responsible or liable for any loss, damage, claim or demand howsoever arising as a result of or consequent upon:-
  1. failure to deliver and install the System or perform Services or for any delay in delivery or installation or performance of Services; or
  2. a Transmission not reaching its destination for any reason whatsoever or for any failure or delay in the sending or delivery of the Transmission to or from MGM; or
  3. any circumstances outside either MGM’s control, including without limiting the generality of the foregoing, fire, flood, explosion, strike, lock-out or other industrial act or dispute or the breakdown of or accident to plant, unavailability or shortage of materials, non delivery by MGM and/or suppliers/manufacturers, failure of power supplies or communication facilities or act of God or any order or direction of any Commonwealth or State Government or government authority or instrumentality.
Default & Termination
1. MGM may terminate this Agreement without notice if:-
  1. the School uses the service for transmissions for non-Permissible uses; or
  2. the School does not actively promote the service to Parents to subscribe; or
  3. the level of Parent Subscribers does not achieve a level considered satisfactory by MGM; or
  4. any payment due from the School under this Agreement are greater than 7 days late (whether or not payment has been demanded); or
  5. the School is in breach of any one or more of clauses 4.4, 4.5, 4.4, 15.4, 15.5, 15.6, 15.7, 15.8, 15.9; or
  6. the defaulting party commits a breach of any of the other terms of this Agreement; or
  7. the School loses its accreditation or any license required by it to carry on its usual activities; or
  8. the School is presumed insolvent within the meaning of any applicable Australian law, is placed into liquidation, has an administrator or a receiver and/or manager appointed or a mortgagee takes possession of any substantial asset(s) of the defaulting party or if any proceedings are issued or an event occurs intended to lead to any of those consequences or if any other action relating to insolvent debtors occurs in relation to the defaulting party or if the defaulting party ceases to carry on its existing business; or
  9. any final judgment is entered against the School for a sum of $10,000 or more, and judgment is not satisfied by the defaulting party within 14 days of being entered or the defaulting party commits a criminal offence; or
  10. the System is disposed of by the School or is otherwise outside the effective control of the School; or
  11. If the School ceases, or threatens to cease to conduct the operations which it was conducting when the System was installed; or
  12. Being an individual, dies; or
  13. Being a partnership, is dissolved; or
  14. In any case commits an act of bankruptcy or makes or negotiates for any composition or arrangement with or assignment for the benefit of its creditors.
  15. MGM decides to do so.
2. Termination of this Agreement by one party will not prejudice any other rights or remedies which that party has against the party in default.
3. MGM has no obligation to refund any micropayments received from Parents on a pro-rata basis or otherwise upon termination of this Agreement.
4. Upon expiry or early termination of this Agreement by either party for any reason the School shall
5. In the event of non-compliance with Clause 20.4 the School shall grant to MGM a license to enter upon the Installation Site Address(es) and any other site at which copies of the System or the associated documentation may be situated and remove same. The School, its employees and agents shall provide MGM with such assistance as MGM may reasonably require repossessing any copies of the System and associated documentation pursuant to this Clause.
Waiver
1. Any failure by MGM to insist upon strict performance of this Agreement shall not be deemed a waiver of any rights that MGM may have.
Entire Agreement
1. This Agreement supersedes all prior agreements, representations, arrangements and undertakings between the parties relating to the subject matter hereof. No addition or modification of any provisions to the Agreement shall be binding on the parties unless made in writing and signed by each of the parties.
Invalid Provisions
1. In the event that any provisions herein shall be unenforceable, all other provisions shall remain in full force and effect.
Proper Law
1. These Terms and Conditions shall be governed by the laws of the State of South Australia and the parties submit to the exclusive jurisdiction of the Courts of South Australia.
2. It is understood and acknowledged that MGM have the unequivocal right to obtain timely injunctive relief against the School to protect the proprietary rights of MGM in the System.
Definitions
1. “Annual License Fee” means the annual fee payable for the continued use of the System.
2. “Associated Documentation” means the documentation provided by MGM to the School from time to and time which describes the functionality of the System, contains user instructions and such other matters as the School may, in the opinion of MGM require to operate the System.
3. “Business Hours” means the between the hours of 8.00 am and 4.00pm Monday to Friday other than a day gazetted as a public holiday in the State of South Australia;
4. “Hardware” means the hardware owned by the School from which the System is operated.
5. “Initial License Fee” means the fee payable for the supply of the System to the School as set out in the Schedule;
6. “Installation Site” means the site nominated by the School at which the System is installed or such other site as has been approved by MGM;
7. “Key Personnel” means the Principal, Vice Principal, IT manager or Project Manager identified in the application form.
8. “MGM” means MGM Wireless Holdings Pty Ltd and its successors and assigns.
9. “Network” means MGM SMS centre.
10. “Proprietary Information” means all the components of the System provided by to the School by MGM (regardless of who owns those components) including without limitation the source code and object code for the Software and the Associated Documentation, workbooks, workshop methodology, training and review materials and sales proposals.
11. “Permissible Use” means the use of the system for transmissions that contains contents relating to certain purposes only such as unexplained absence notifications, late arrivals, school event reminders and crisis / emergencies. Permissible uses varies according to the type of service Parents subscribe to and is set out in the Schedule.
12. “Services” means the services provided by MGM as set out in the Schedule.
13. “Software” means the “School News Channel ™, messageyou ™, Outreach™ and Smartsync™ ” software
14. “Transmissions” means the electronic communications which are generated by the System and sent to recipients designated by the School regardless of whether the communications are by SMS, e-mail or other forms of electronic communications.
15. “Transmission Fees” means the amount payable to MGM by the School to enable the sending of Transmissions for non-permissible uses as set out in the Schedule.
16. “VMT Number” means the virtual mobile phone number allocated to the School by MGM for the purpose of making and receiving the Transmissions.
17. Unless otherwise specified in the Schedule, the price is expressed in Australian Dollars.

SCHEDULE

Number of Enrollments
Initial License Fee:
Payment Date:
Annual License Fee:
Due Date:
SMS Transmission Fees:
1. When used for permissible purposes in accordance with this License Agreement: FREE
2. In all other circumstances: 18 cents + GST per SMS plus $35 account administration fee.
The System:
1. School News Channel™ (Parent SMS Service)
2. Messageyou™ (automated SMS messaging for non-attendance)
3. Outreach™ (school social messaging, base edition only)
4. Smartsync™ (interface to schools existing student management system)
Permissible Uses:
1. For FAMILY LINK Parent Subscribers:
2. For SAFETY LINK Parent Subscribers:
3. For ALL Parents:
  1. Unexplained daily absence notification
  2. Messages deemed to be for Crisis / Emergency situations only.
Estimated Installation Date:
IT penalty fee:
Installation Site
VMT Number

licence agreement

SCHEDULE

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