Terms of Use

Definitions

Services means the provision on smartKPIs.com of information related to various aspects of performance management, including but not limited to lists of documented KPIs, relevant links, articles and questions & answers on performance management topics.

Sites means www.smartKPIs.com and www.kpiinstitute.org websites and all extensions related to these web domains.

"we" or "our" or "us" means The KPI Institute Pty. Ltd.

"You" (or "Your") means the party seeking to access and use the materials and/or Services pursuant to these Terms.

1. DESCRIPTION OF SERVICE AND ACCEPTANCE

smartKPIs.com is an online platform for performance management knowledge integration, the sole property of The KPI Institute. In order for all of our users to enjoy smartKPIs.com , The KPI Institute requires all users to agree to the terms and conditions described in these Terms of Use ("Terms of Use" or "Terms"). By visiting smartKPIs.com, or using any of the The KPI Institute services on any of the Sites, you are accepting these Terms. Please take a moment to carefully read through these Terms, as they contain important information regarding your legal rights and obligations, with the use of smartKPIs.com website. If you have any questions or comments about these Terms, please contact us via email at  [email protected]

2. CHANGES TO THE TERMS OF USE BY THE KPI INSTITUTE

The KPI Institute may change these Terms of Use at any time without notice and such change shall be immediately effective upon posting the new Terms on the smartKPIs.com website. Any visit to the smartKPIs.com site or use of The KPI Institute Services on any of the Sites by you after the new Terms are posted will indicate your agreement to such change.

3. ACCESS AND USE OF THE SMARTKPIS.COM SERVICES

The Content. smartKPIs.com includes a combination of content developed by our Analysts, as well as created and posted by users of the site (KPIs submitted). All of the content on the smartKPIs.com site is protected by the copyright of The KPI Institute and other content providers. Materials uploaded to smartKPIs.com may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download or upload materials.

You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the content on the smartKPIs.com site in whole or in part outside of the express usage rights granted to you by each license. If you download or print a copy of any smartKPIs.com content for personal use, you must retain all copyright and other proprietary notices contained therein. You may not otherwise use, reproduce, display, publicly perform, or distribute such content in any way for any public or commercial purpose unless such use is expressly granted by a particular license.

Where you have subscribed and paid for premium or restricted content or Intellectual Property on the Sites (“premium content”), the right to access such premium content only endures for the period of your subscription, commencing on the date payment is acknowledged by The KPI Institute. Any rights to use premium content granted under these Terms of Use cease on expiration of your subscription, or termination of your account, whichever occurs first.

Your responsibilities. You must only use the smartKPIs.com services for lawful and authorised purposes only. You are prohibited from using the smartKPIs.com services in a way that:

• violates the rights of any third part including such third party’s patents or patentable inventions, trademarks, trade secrets, copyright, publicity or other proprietary or intellectual property rights;
• uses any unauthorised means to access the smartKPIs.com Services;
• accesses the smartKPIs.com Services through any automated system, including "robots," "spiders," or "offline readers" (other than public search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices — but not caches or archives — of the smartKPIs.com Services);
• attempts, whether successfully or not, to introduce viruses, malware, spyware, Trojans or any other malicious computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• attempts to damage, disable, overburden, impair, or gain unauthorised access to the smartKPIs.com servers, or computer network, the smartKPIs.com website itself or user accounts;
• attempts to collect personally identifiable information from smartKPIs.com or The KPI Institute;
• involves conduct that is a criminal offence in your country, encourages conduct that would constitute a criminal offence, or that gives rise to civil liability of any kind;
• violates these Terms, guidelines or any policy posted on the smartKPIs.com Site;
• interferes with any other party's quiet use and enjoyment of the smartKPIs.com Services.

No Spam/Unsolicited Communications. No one may use the smartKPIs.com Services to harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk mail, spam or other unsolicited communications. You understand that we may take any technical remedies to prevent unsolicited bulk or other communications from entering, utilising or remaining within our computer or communications networks.

Suspension/Discontinuation. We hope not to, but we may find it necessary to change, suspend or discontinue — temporarily or permanently — some or all of the smartKPIs.com Services, at any time without notice. It is important that you understand that The KPI Institute will not be liable to you for any modification, suspension or discontinuance of the smartKPIs.com Services.

4. ACCOUNTS

4.1. Account security

All registration information you submit must be accurate and updated. Please keep your password confidential. You will not have to reveal it to any representative of any Site. You are responsible for all use on your account, including unauthorised use by any third party. You must not share your password with any third party. Please contact us at [email protected] with the subject line: "Account Security Breach" as soon as you know of, or suspect any unauthorised use of your account. Please also make sure to notify us if your registration information changes, in case we need to contact you.

Access to many portions of the Sites is restricted to paying members, to whom we issue usernames and passwords. You are not authorized to access any Restricted Areas unless you have received a password from us. In particular, you may not use another person’s password to access the Sites.

Whenever we ask you to identify yourself, or for other personal information, you agree to provide truthful, accurate, current, and complete information, and to keep this information current and accurate throughout the time you remain a Member. You also represent and warrant that you have obtained all necessary consents, approvals and authorizations to provide the personal information to us, and that you are not violating any laws, rules or regulations or the rights of any individual or entity, by providing such personal information.

4.2. Termination

You may terminate your account by contacting us at [email protected] (subject line: "Account Termination Request"). Please identify your account and provide a valid reply email address in the event we require additional information to terminate your account.

We reserve the right to immediately terminate your account or your use of the smartKPIs.com Services at any time without notice or liability if The KPI Institute determines in its sole and absolute discretion that you have breached these Terms of Use, violated any law, rule, or regulation, or engaged in other inappropriate conduct. We also reserve the right to terminate your account or your use of the smartKPIs.com Services if your use places an undue burden on our networks or servers. In the event of termination of these Terms by us under this paragraph, you forfeit the right to any refund of the fees and charges paid by you to us.

4.3. Acceptable user conduct

We may restrict, suspend, or terminate your access to the Sites without notice to you if we believe that you have violated any law or these Terms of Service.

Without limiting the foregoing, you agree not to:

• register for more than one user account, register for a user account on behalf of an individual other than yourself, or impersonate any other person or entity when registering for an account or otherwise using the Sites;
• delete or revise any material or other information of any other member or The KPI Institute;
• harvest or otherwise collect information about others, including e-mail addresses, without their consent;
• solicit Sites members or guests to join outside Sites or online Sites or organizations;

You further agree that you will only access the Sites through the interfaces we provide and that you will not violate or attempt to violate the security of the Sites, including, without limitation:

• attempting to interfere with service to any user, host, or network;
• accessing data not intended for you or logging into a server or account that you are not authorized to access;
• attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
• taking any action that could have the effect of damaging the Sites or their security, or interfere with other users’ use of the Sites, including by imposing an unreasonable or disproportionately large load on the Sites’ infrastructure;
• using any device, software or routine to interfere or attempt to interfere with the proper working of the Sites or any activity being conducted on the Sites other than through the search engine and search agents available from us on the Sites and other generally available third-party providers (e.g., Google, MSN);
• using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatar’s or intelligent agents) to navigate, search, or collect data from the Sites other than the search engine and search agents available from us on the Sites and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer);
• attempting to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Sites;

Violations of system or network security may result in civil or criminal liability. In accordance with this Terms of Service agreement, we will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.

4.4. Limitations on Access to Content

In order to protect the content included on the Sites, including within certain Restricted Areas, we may place limits on specific users’ access to our content. For example, in order to prevent unauthorized distribution, we may place a limit on the number of KPI examples a user can view and download from the Sites. If you attempt to view or download more than the present number of KPI examples, we may lock your account, preventing you from accessing any further content. We will notify you if your account is locked, and we will give you the opportunity to request that your account be unlocked by contacting us at [email protected] or by another method that we may establish.

In addition, in order to prevent unauthorized distribution, we may place technological restrictions on your use of content downloaded from the Sites, including technology known as “digital rights management.” This technology may prevent you from transferring content between computers or redistributing it, and you agree that any technological restrictions we impose will govern your use of that content. However, your use of content distributed on the Sites is subject to the restrictions on redistribution or reuse described above even if we choose not to impose technological restrictions to prevent your violation of these Terms of Service.

If you wish to make a use of our content that is not permitted by these Terms of Service or by any technological restrictions we impose, you may contact us to describe your proposed use and ask for permission to use the content in the proposed manner, but you may not attempt to reverse-engineer or avoid any technological restrictions that we impose. If we grant permission to use our content in a manner that is inconsistent with these Terms of Service or with any technological restriction we impose, we must do so in writing.

5. COLLECTION AND USE OF PERSONAL INFORMATION

For information about smartKPIs.com policies and practices regarding the collection and use of your personally identifiable information, please read smartKPIs.com Privacy Policy. The Privacy Policy is incorporated by reference and made part of these Terms. Thus, by agreeing to these Terms, you agree that your presence on the smartKPIs.com Site and use of the smartKPIs.com Services on any of the Sites are governed by the smartKPIs.com Privacy Policy in effect at the time of your use.

6. USER SUBMISSIONS AND OTHER MATERIAL

Your posts. As part of the smartKPIs.com Services, users may have an opportunity to publish, transmit, submit or otherwise post materials.

You must not post information that: (a) is not suitable for, or within the scope of subjects smartKPIs.com; or (b) improperly claims the identity of another person. You are not obliged to provide personal information as part of your post and it is your choice as to whether you decide to post personally identifiable information, such as your full name, email address, telephone number or street address.

You agree to pay for all royalties, fees, and other payments owed to any third party as a result of any posts you make. The KPI Institute may in its absolute discretion remove any and all parts of your posts without notification to you if advised that it infringes a third person's intellectual property or other rights. You understand that The KPI Institute does not guarantee any confidentiality with respect to any information posted and you should assume that your posts will be available to the public domain.

Third Party Posts. Despite these restrictions, please be aware that some material, contributions or posts provided by users (“User Material”) may be objectionable, unlawful, inaccurate or inappropriate. The KPI Institute does not endorse User Material. User Material that is available on smartKPIs.com does not reflect the opinions or policies of The KPI Institute. In no event does The KPI Institute assume any responsibility or liability whatsoever for any User Material, and you agree to waive any legal or equitable rights or remedies you may have against The KPI Institute with respect to such User Material. If you are aware of any inappropriate User Material please notify us by using the Contact form from the Contact us page (subject line: "Inappropriate User Material").

7. LINKED WEBSITES AND ADVERTISING

Third Party Websites. If we provide links or pointers to other websites, no inference or assumption should be made that The KPI Institute operates, controls, supports, endorses or is otherwise connected with these websites. When you click on a link within the smartKPIs.com Services, we will not warn you that you have left a Site and are subject to the terms and conditions (including privacy policies) of the destination website. In some cases, it may be less obvious than others that you have left a Site and reached another website. Please be careful to read the terms of use and privacy policy of any website before you provide any confidential information or engage in any transactions. You cannot rely on these Terms for your use of any other website.

By using the smartKPIs.com Services, you acknowledge and agree that The KPI Institute is not responsible or liable to you for any content or other materials hosted and served from any third party website or your use of any other website, even if hyperlinked from smartKPIs.com.

Advertisements. The KPI Institute is not liable for advertisements or any third party material Posted on any of the Sites, or for the products or services provided by such advertisers. You agree to waive any legal or equitable rights or remedies you may have against The KPI Institute with respect to such advertisers, products or services.

8. TRADEMARKS

smartKPIs.com, the smartKPIs.com logo, http://www.smartKPIs.com and other smartKPIs.com marks, graphics, logos, scripts, and sounds are trademarks of The KPI Institute. None of the smartKPIs.com trademarks or branding may be copied, downloaded or otherwise exploited without The KPI Institute’s prior written consent.

9. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

You agree that use of the smartKPIs.com Services is done at your own risk. The smartKPIs.com Services, including the smartKPIs.com site and the other Sites, the content, user material and any other materials and information contained on or provided through the sites, are provided "as is" and, to the fullest extent permitted by law, are provided without warranties of any kind, either express or implied. Without limiting the foregoing, The KPI Institute does not make any warranties of fitness for a particular purpose, or that the smartKPIs.com services will be uninterrupted, free of viruses or other harmful components, accurate, error free or reliable.

In no event shall The KPI Institute, their respective affiliates, licensors, officers, directors, employees or agents (collectively “The KPI Institute parties”) be liable for any direct, indirect, punitive, incidental, special, consequential or other damages, including loss of profits, income or savings arising out of, or in any way related to the use of the smartKPIs.com Services (including any information, products or services advertised in, obtained on or provided through the sites), whether based in contract, tort, strict liability or other theory, even if the The KPI Institute parties have been advised of the possibility of damages. Certain laws in your state/country do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you but only to the extent prohibited by your country’s or state’s laws.

You agree to defend, indemnify and hold harmless The KPI Institute parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorney's fees and costs), and other losses arising out of or in any way related to your breach or alleged breach of these Terms and your use of the smartKPIs.com Services.

10. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that any Content, User Material or other information provided through the smartKPIs.com Services, including through a link, infringes your copyright or other intellectual property rights, you should notify The KPI Institute of your infringement claim in accordance with the procedure set forth below.

We will process each notice of alleged infringement which The KPI Institute receives and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to The KPI Institute. You may also contact us by mail at:

The KPI Institute Pty. Ltd.

Life.lab Building

Suite 606, 198 Harbour Esplanade

Melbourne Docklands, Victoria - 3008

Australia

T: +61 3 9028 2223

M: +61 4 2456 8088

To be effective, the notification must be in writing and contain the following information:

1. an electronic or physical signature of the person authorised to act on behalf of the owner of the relevant intellectual property right;
2. a description of the work or intellectual property right that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on smartKPIs.com that is reasonably sufficient to enable The KPI Institute to identify and locate the material;
4. how The KPI Institute can contact you, such as your address, telephone number, and email address;
5. a written statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.

11. GENERAL INFORMATION

Export Controls. Software and the transmission of applicable technical data, if any, in connection with the smartKPIs.com Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

Choice of Law. This Agreement shall be governed by the laws of the State of Victoria in Australia, without regard to conflicts of laws rules that would cause the application of the law of another jurisdiction.

No Waiver/Reliance. If you see other users violating these Terms from time to time, we would appreciate it if you would let us know via email at [email protected] (subject line: "TOU Violation"). The KPI Institute's response in one situation cannot be relied upon as any indication of what The KPI Institute might do with respect to a different party or a different situation at a different time. In addition, a waiver of any provision of these Terms of Use with respect to any user cannot be relied upon as a further or continuing waiver of such provision or any other provision with respect to that user or any other user. The KPI Institute’s decision to delay exercising or enforcing any right or remedy under these Terms shall not constitute a waiver of such right or remedy.

Integration, Amendment, and Severability. These Terms constitute the entire legal agreement between you and The KPI Institute and governs your use of the smartKPIs.com Services (but excluding any services, if any, that The KPI Institute may provide to you under a separate written agreement), and completely replaces any prior agreements between you and The KPI Institute in relation to the smartKPIs.com Services. It may not be amended or varied by you except in a writing signed by The KPI Institute. Although we understand that electronic or digital signatures are frequently viewed as the equivalent of traditional written signatures these days, for these purposes a signature may not include an electronic or digital signature. Even if The KPI Institute acts in a way that appears to you to be inconsistent with these Terms of Use, such action(s) should not be deemed a waiver or constructive amendment of these Terms. These Terms operate to the fullest extent permissible by law.

If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions of these Terms.

12. RETURN POLICY

Due to the nature of the content, the subscriptions are not eligible for refund under any circumstances. The value of digital information products is in the data they contain, and once this data is accessed, it is considered as a used product. We apologize if this causes any inconvenience. If you have any questions or doubts, please contact us via the Contact Us page.

TERMS OF USE (PREMIUM CONTENT)

1. INCORPORATION OF TERMS

1.1. Incorporation of Terms

1. These Premium Content Terms are additional and supplementary to the Terms.
2. In case of an inconsistency between these Premium Content Terms and the Terms, these Premium Content Terms prevail.

2. TERMS OF ACCESS

2.1. Ownership of the Website

The Website is owned and operated by The KPI Institute.

2.2 Access to Premium Content

1. Access to the Premium Content is conditional upon acceptance of these Premium Content Terms by you.
2. By signing up to the Premium Subscription, you are accepting these Premium Content Terms.

3. OWNERSHIP AND USE OF PREMIUM CONTENT

3.1 Ownership of Premium Content

The Premium Content, together with all Intellectual Property comprised in the Premium Content, is owned or licensed by The KPI Institute.

3.2 Prohibition on use of Premium Content

Other than as permitted under clauses 3.3, 3.4 and 3.5, you may not use the Premium Content for any purpose, including but not limited to:

1. the reproduction of the Premium Content in any material form;
2. the distribution of the Premium Content in any material form;
3. re-transmission of the Premium Content by any medium of communication; or
4. uploading or re-posting the Premium Content to any other site accessible via the internet.
5. uploading or re-posting the Premium Content to any other site accessible via the internet.

3.3. Permitted use of Premium Content for non-commercial purposes

Notwithstanding clause 3.2, you and your employees may download, reproduce, use and refer to the Premium Content:

1. for non-commercial purposes; or
2. in connection with the internal management and monitoring of your organisation, provided that the Intellectual Property Notices are not removed from the Premium Content in any such downloaded, reproduced, used or referenced version of the Premium Content.

3.4. Permitted use of Premium Content for commercial purposes

Notwithstanding clause 3.2, you and your employees may download, use and refer to the Premium Content for commercial purposes, provided that:

1. you do not remove any Intellectual Property Notices from the Premium Content; and
2. you do not provide a copy of the Premium Content or any part of the Premium Content to any third party.

3.5. Permitted use of Premium Content for other purposes

Notwithstanding clause 3.2, and in addition to the permitted uses of the Premium Content allowed pursuant to clauses 3.3 and 3.4, you and your employees may download, use, reproduce, refer to, copy or publish the Premium Content or a part of the Premium Content for a particular purpose provided that:

1. you have received prior written permission from The KPI Institute to such download, use, reproduction, reference, copying or publication of the Premium Content for that purpose; and
2. the download, use, reproduction, reference, copying or publication of the Premium Content or part of the Premium Content contains adequate attribution of The KPI Institute, the content of which attribution is to be determined by The KPI Institute at its discretion on a case by case basis.

4. GENERAL

4.1. Statutes not to abrogate Premium Content Terms

Unless application is mandatory by law, no statute, ordinance, proclamation, rule, order, regulation, moratorium or decree of any governmental or other authority, present or future, will apply to these Premium Content Terms so as to abrogate, extinguish, impair, diminish, fetter, delay or otherwise prejudicially affect any rights, powers, remedies or discretions given or accruing to The KPI Institute under these Premium Content Terms.

4.2. No waiver

No failure or delay by The KPI Institute to exercise any power, right or remedy under these Premium Content Terms will operate as a waiver of that power, right or remedy.

4.3. Governing law and submission to jurisdiction

These Premium Content Terms will be construed in accordance with the law of the State of Victoria, Australia.

5. DEFINITIONS AND INTERPRETATION

5.1. Definitions

In these Premium Content Terms, unless the contrary intention appears:

1. “Business Day” means any day that is not a Saturday, a Sunday or a public holiday in Melbourne, Victoria.
2. “commercial purpose” means a purpose intended to generate or which has the effect of generating financial gain, return or profit for you.
3. “The KPI Institute” means The KPI Institute Pty Ltd ABN 18 109 262 366.
4. “Intellectual Property” means any business names, copyright, patents, trademarks, service marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae and know-how).
5. “Intellectual Property Notices” means all proprietary notices, logos, copyright notices, trademarks, terms of use, disclaimers, hyperlinks, written statements and other notices affixed to or contained in the Intellectual Property confirming, advising as to or making reference to The KPI Institute ’s ownership of the Intellectual Property.
6. “Premium Content” means the additional content made available by The KPI Institute to you in consideration for the payment of a fee.
7. “Premium Content Service” means the subscription service by which you are able to access the Premium Content.
8. "Premium Content Terms" means these terms of use.
9. “Reproduce” means to replicate a part of the Premium Content, whether in its original form, or in an amended version of its original form such that there remains a substantial degree of objective similarity between the Premium Content and the amended version.
10. “Terms” means the terms of use located at http://www.smartKPIs.com/terms-of-use.
11. “Website” means the website located at http://www.smartKPIs.com, and includes all pages containing an extension of the domain name www.smartKPIs.com”.
12. “You” means the party seeking to access and use the Premium Content.

5.2. Interpretation

1. Words importing the singular include the plural and vice versa. Any gender includes the other genders. Any reference to a person includes a reference to a corporation, firm, authority, government or governmental agency.
2. A reference to legislation or to a legislative provision includes all regulation, orders, proclamations, notices or other requirements under that legislation or legislative provision. It also includes any amendments, modifications or re-enactments of that legislation or legislative provision and any legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision.
3. The clause headings in these Premium Content Terms are for reference purposes only and do not in any way influence or affect the meaning of these Premium Content Terms.
4. A reference to any deed, agreement, licence, document or other instrument (including these Premium Content Terms) includes a reference to that deed, agreement, licence, document or other instrument as renewed, extended, novated, varied or substituted from time to time.
5. A reference to any party to these Premium Content Terms or to any other deed, agreement, licence, document or other instrument required under these Premium Content Terms or for the purposes of these Premium Content Terms includes that party’s executors, administrators, substitutes, successors and permitted assigns.
6. Where under or pursuant to these Premium Content Terms or anything done under these Premium Content Terms the day on or by which any act, matter or thing is to be done is not a Business Day, such act, matter or thing is to be done on the immediately succeeding Business Day.
7. References to clauses are references to clauses of these Premium Content Terms.
8. A reference to winding up or bankruptcy includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration and to the circumstances and events giving rise to or contributing to such condition or matters.

TERMS OF USE (TEMPLATE)

1. TERMS OF ACCESS

1.1. Access to Template

1. Access to the Template is conditional upon acceptance of these Template Terms by you.
2. By downloading the Template, you are accepting these Template Terms.

2. INTELLECTUAL PROPERTY

2.1. Ownership of Intellectual Property

The Intellectual Property Rights are and will remain the exclusive property of The KPI Institute.

2.2. Prohibition on infringement

You agree not to:

1. contest, challenge or attack in any way or procure or encourage any third party to challenge or attack in any way the validity or any other aspect of the Template or the Intellectual Property Rights;
2. oppose any application by The KPI Institute to IP Australia (or an equivalent office in any country) for the registration of or an extension of term of registration of the Intellectual Property; or
3. infringe or procure or encourage any third part to infringe the Intellectual Property Rights.

2.3. Infringement of Intellectual Property

In the event that you become aware of an infringement or suspected infringement of the Intellectual Property Rights by you or by any third party, you must notify The KPI Institute immediately upon or as soon as practicable after becoming aware of such infringement or suspected infringement.

3. USE OF TEMPLATE

3.1. Prohibition on use of Template

Other than as permitted under clause 3.2, you may not use the Template or any document based upon or including the Template for any purpose, including but not limited to:

1. the reproduction of the Template or any part of the Template in any material form;
2. the distribution of the Template, any part of the Template, or any document based upon the Template in any material form;
3. re-transmission of the Template, any part of the Template, or any document based upon the Template by any medium of communication;
4. uploading or re-posting the Template, any part of the Template, or any document based upon the Template to any other site accessible via the internet; or
5. the commercialisation of the Template, any part of the Template, or any document based upon the Template.

3.2. Permitted use of the Template for non-commercial purposes

Notwithstanding clause 3.1, you and your employees may download, reproduce, use, make copies, refer to, and adapt the Template:

1. for non-commercial purposes; or
2. in connection with the internal management and monitoring of your organisation, provided that the Intellectual Property Notices are not removed from the Template in any such downloaded, reproduced, used, copied, referenced or adapted version of the Template.

3.3. Permitted use of the Template for other purposes

Notwithstanding clause 3.1, and in addition to the permitted use of the Template allowed pursuant to clause 3.2, you and your employees may download, reproduce, use, copy, refer to, adapt or publish the Template a part of the Template, or a document based upon the Template for a particular purpose provided that:

1. you have received prior written permission from The KPI Institute to such download, reproduction, use, copying, referencing, adaptation or publication of the Template for that purpose; and
2. the download, reproduction, use, copying, referencing, adaptation or publication of the Template, part of the Template, or document based upon the Template contains adequate attribution of The KPI Institute, the content of which attribution is to be determined by The KPI Institute at its discretion on a case by case basis.

4. WARRANTIES, LIABILITIES AND INDEMNIFICATION

4.1. Exclusion of warranties

1. Other than as set out in these Template Terms, The KPI Institute makes no express warranties or representations in respect of the Intellectual Property Rights or the Template.
2. To the extent permitted by law, The KPI Institute excludes all implied warranties in respect of the Intellectual Property Rights to the Template that would otherwise be implied by law.

4.2. Exclusion of liability

To the extent permitted by law, The KPI Institute excludes all liability for any damage, whether direct, indirect, special or consequential, arising in any way out of the use of or in connection with the Intellectual Property Rights or the Template.

4.3. Limitation of liability

Where clause 4.3 cannot legally operate, and to the extent permitted by law, The KPI Institute’s liability for any breach of any warranty or any term implied by law is limited to:

1. in the case of services, the cost of having the services supplied again; and
2. in the case of goods, the lowest of the cost of replacing the goods, acquiring equivalent goods or having the good repaired.

4.4. Indemnification

You agree to indemnify The KPI Institute on a full indemnity basis against all losses, liabilities, costs, claims, demands and expenses arising directly or indirectly as a result of or in connection with any breach or alleged breach by you of these Template Terms or your use of the Template.

5. GENERAL

5.1. Statutes not to abrogate Template Terms

Unless application is mandatory by law, no statute, ordinance, proclamation, rule, order, regulation, moratorium or decree of any governmental or other authority, present or future, will apply to these Template Terms so as to abrogate, extinguish, impair, diminish, fetter, delay or otherwise prejudicially affect any rights, powers, remedies or discretions given or accruing to The KPI Institute under these Template Terms.

5.2. No waiver

No failure or delay by The KPI Institute to exercise any power, right or remedy under these Template Terms will operate as a waiver of that power, right or remedy.

5.3. Governing law and submission to jurisdiction

These Template Terms will be construed in accordance with the law of the State of Victoria, Australia.

6. DEFINITIONS AND INTERPRETATION

6.1. Definitions

In these Template Terms, unless the contrary intention appears:

1. “Business Day” means any day that is not a Saturday, a Sunday or a public holiday in Melbourne, Victoria.
2. “commercial purpose” means a purpose intended to generate or which has the effect of generating financial gain, return or profit for you.
3. “The KPI Institute” means The KPI Institute Pty Ltd ABN 18 109 262 366.
4. “Intellectual Property” means any business names, copyright, patents, trademarks, service marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae and know-how).
5. “Intellectual Property Notices” means all written statements and other notices affixed to or contained in the Intellectual Property confirming, advising as to or making reference to The KPI Institute’s ownership of the Intellectual Property.
6. “Intellectual Property Rights” means all rights in and to the Intellectual Property contained in or related to the Template and any improvements or modifications to the whole or any part of the Template together with all goodwill attached to the Template.
7. “Reproduce” means to replicate a part of the Template, whether in its original form, or in an amended version of its original form such that there remains a substantial degree of objective similarity between the Template and the amended version.
8. “Template” means the template to be made available by The KPI Institute to you in consideration for the payment of a fee.
9. “Template Terms” means these terms of use.
10. “You” means the party seeking to access and use the Template.

6.2. Interpretation

1. Words importing the singular include the plural and vice versa. Any gender includes the other genders. Any reference to a person includes a reference to a corporation, firm, authority, government or governmental agency.
2. A reference to legislation or to a legislative provision includes all regulation, orders, proclamations, notices or other requirements under that legislation or legislative provision. It also includes any amendments, modifications or re-enactments of that legislation or legislative provision and any legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision.
3. The clause headings in these Template Terms are for reference purposes only and do not in any way influence or affect the meaning of these Template Terms.
4. A reference to any deed, agreement, licence, document or other instrument (including these Template Terms) includes a reference to that deed, agreement, licence, document or other instrument as renewed, extended, novated, varied or substituted from time to time.
5. A reference to any party to these Template Terms or to any other deed, agreement, licence, document or other instrument required under these Template Terms or for the purposes of these Template Terms includes that party’s executors, administrators, substitutes, successors and permitted assigns.
6. Where under or pursuant to these Template Terms or anything done under these Template Terms the day on or by which any act, matter or thing is to be done is not a Business Day, such act, matter or thing is to be done on the immediately succeeding Business Day.
7. References to clauses are references to clauses of these Template Terms.

Thank you for taking the time to read these Terms. By following these Terms, the experience will be better for all users. Enjoy smartKPIs.com!