By subscribing to BEST Network Academic and Institutional tier plans you agree to the following terms:
A. The BEST (Biomedical Education, Skills and Training) Network is a collaboration between leading Australian universities with the aim of combining their biomedical expertise, learning resources, and educational technologies to provide world-class biomedical education and research resources that are shared online.
B. The BEST Network operates an online portal (the BEST Network Portal) that comprises the following components (together the ‘Services’):
(a) ‘the BEST Community’ - an online place for biomedical educators, researchers and students to interact, share and communicate;
(b) ‘Content Access’ – access to the Content on the BEST Network Portal; and
(c) ‘Tools’ - software designed for the collection, display, modification and use of the Content, including the Slice image viewing and annotation tool, and the Brainstorm program.
C. The BEST Network is administered by UNSW Sydney (ABN: 57 195 873 179) (UNSW) and UNSW is the contracting entity for the BEST Network and the party to this Member Agreement. Any reference to the BEST Network as having rights and obligations under this Member Agreement is to be read as a reference to UNSW having those rights and obligations.
D. The BEST Network offers various membership plans for individuals and institutions that enable them to access the Services forming part of the BEST Network Portal.
E. The Member has agreed to become an institutional member of the BEST Network Portal on the terms of this Member Agreement, which consists of the attached Membership Details and the Membership Terms.
The Term of this Member Agreement is for an initial period of 12 months from the Commencement Date and the Member Agreement will automatically renew for further periods of 12 months with effect from the anniversary of the Commencement Date in each year (Renewal Date) unless:
(a) a party cancels its subscription online before a Renewal Date or provides notice in writing 30 days before a Renewal Date that it does not wish to renew this Member Agreement at the expiration of the then current Term; or
(b) this Member Agreement is terminated earlier under clause 18.
The Membership Fees are payable on an annual basis in advance as follows.
(a) The Membership Fee for the first year of the Term will be charged after the completion of the 30 day trial.
(b) The Membership Fee for each subsequent year will be charged on the anniversary of the Commencement Date.
(c) If payment is via invoice, invoices must be paid within 30 days of receipt by the Member.
1.1 Capitalised terms will have the meaning given to them in the Recitals or in the Membership Details or clause 20.
2.1 This Member Agreement starts on the Commencement Date and unless terminated earlier in accordance with its terms, continues for the Term.
3.1 For paying the Membership Fee:
(a) the Member’s Authorised Users may access the BEST Network Portal and the Services on the terms of this Member Agreement including any restrictions set out in Item 4 of the Membership Details based on the Membership Option selected by the Member; and
(b) the Member is entitled to any other member benefits described in Item 6 of the Membership Details.
4.1 The Member must pay the Membership Fees set out in Item 4 of the Membership Details at the times set out in Item 5.
4.2 The Membership Fee is non-refundable except for the circumstances specified in this Member Agreement where a pro-rata refund may be payable.
4.3 Unless otherwise specified, the Membership Fee is exclusive of GST.
5.2 The Member is responsible for ensuring its Authorised Users use of the BEST Network Portal complies with the corresponding rights and restrictions for their level of access to the BEST Network Portal as set out in this Member Agreement and wherever this Member Agreement refers to an Authorised User being required to do or refrain from doing something, the Member undertakes to ensure that Authorised User does or refrains from doing that thing.
5.3 The Member agrees to co-operate as reasonably required by the BEST Network in relation to the process for registering and identifying its Authorised Users.
5.4 If a Member is aware of any unauthorised use of an Authorised Users’ password or account, any Content or the BEST Network Portal itself, the Member must immediately notify email@example.com of this and the circumstances.
6.1 The Member must, (and its Authorised Users must):
(a) use the BEST Network Portal and Services in a proper and genuine manner for biomedical education or research purposes, which includes not using the BEST Network Portal:
(i) for any unlawful or fraudulent purpose; or
(ii) in a way that adversely affects the Services (or the servers and networks which are connected to the Services) or the use of or access to the Services by other Users;
(b) not access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers); and
(c) only contribute comments or participate in discussion within the Services in a manner that is respectful to others and productively contributes to academic debate and does not bully, harass, or defame any other person.
7.1 The Member and its Authorised Users may only use the BEST Network Portal and any User Content for non-commercial biomedical education or research purposes of the Member and its Affiliates (including the right to reproduce, adapt, modify and communicate the Content as required for all educational or research purposes that are not of a commercial nature). For example, and without limitation, the Member and its Authorised Users may use the BEST Network Portal as part of a normal or usual or standard biomedical education program that the Member provides to its students (subject to the proper and genuine use provisions in clause 6.1(a) above). Conversely, again by way of example, the Member and its Authorised Users must not sell access to the BEST Network Portal to another person or use any Content (other than its own Member Content) in a publication or other medium from which it receives royalties or other financial compensation. This Member Agreement does not restrict the rights of the Member or its Authorised Users at law (including under the Copyright Act 1968), and does not restrict or modify the rights of the Member or Authorised Users in relation to Content that is Member Content.
7.2 The Member acknowledges that access to the original Content files may be restricted when using the BEST Network Portal. The Member and its Authorised Users must not take any steps to try and circumvent those restrictions and attempt to download any original high-resolution files.
7.3 The Member may however, subject to the proper and genuine use provisions in clause 6, make a copy of the Content via a screenshot and use that Content for non-commercial biomedical education or research purposes of the Member and its Affiliates.
7.4 If the type of membership paid for by the Member includes annotation rights, Authorised Users may (without derogating from the provisions of clause 6.1 and clause 7.1) adapt, modify, annotate or otherwise mark-up Content for the purposes described in this Member Agreement (for example, an Authorised User may create a copy of an annotated Slice image available on the BEST Network Portal and then modify and adapt the annotated image), but Authorised Users must not manipulate, modify or adapt any Content in a way that would adversely affect the integrity of the Content or the BEST Network Portal, including infringing the intellectual property rights of any person.
7.5 If the Member would like to use any User Content for a commercial purpose, it must contact the BEST Network via firstname.lastname@example.org to request written approval from the copyright owner (or the BEST Network may, at its sole discretion, direct the Member to the copyright owner to obtain consent directly from them).
8.1 If the Member or its Authorised Users copies any Content via a screenshot as contemplated by clause 7, it must include an appropriate acknowledgement of the original contributor of the Content, and a reference to the BEST Network (best.edu.au). The Member and its Authorised Users must not alter or remove any logos or watermarks on any Content if they exist.
9.1 If an Authorised User adapts or modifies any Content other than the Member’s own Member Content (Modified Content) as part of the Services and that Modified Content is made available to other Users of the BEST Network Portal, the Member (and to the extent necessary, its Authorised Users) grant to BEST Network and the other Users (both current and future) of the BEST Network Portal with the corresponding access level, a right to use the Modified Content on the same terms as the Member or Authorised User is able to use Content under clause 7.1.
9.2 The Member and it Authorised Users undertake that they will possess the necessary and relevant intellectual property rights and all other required consents to upload any material onto the BEST Network Portal.
10.1 Whilst the intent of the BEST Network is to establish a valuable resource for biomedical content and encourage members to contribute, the Member is not under any obligation to deposit any Member Content onto the BEST Network Portal.
10.2 If specified in Item 7 of the Member Details, the BEST Network will allow the Authorised Users of the Member with Academic Level Access to upload Member Content onto the BEST Network Portal and the following provisions set out in clause 10.3 will apply.
10.3 Subject to the right of the BEST Network to have Member Content removed from the BEST Network Portal (or access to the Member Content restricted) as per clause 12, the Member grants to the BEST Network a royalty free, licence fee free, worldwide, non-exclusive licence to exercise the following rights:
(a) to use, copy, modify, adapt and publish the Member Content as part of the hosting and operation of the BEST Network Portal, including the right to appoint and authorise OLL or another successor technology partner to do any of those things including having the benefit of all the rights of BEST Network under this Member Agreement, which BEST Network shall hold in trust for OLL; and
(b) to allow Users of the BEST Network Portal to:
(i) view and use Member Content online as part of the BEST Network Portal (including annotating and marking up Member Content) for non-commercial biomedical educational, or research purposes; and
(ii) exercise any rights granted to a Member under this Member Agreement in relation to Content such as, without limitation, taking a screenshot copy of Member Content and using that copy for that user’s own non- commercial biomedical education, or research purposes.
(c) The Member warrants that it is the owner of any Member Content or has the necessary authority from the owner to upload the Member Content onto the BEST Network Portal and grant the rights in respect to that Member Content under this Member Agreement.
(d) The Member agrees and acknowledges that the BEST Network will be authorising Users to use Member Content for the purposes described in this Member Agreement, which could involve Member Content being modified, adapted and incorporated with other material. The Member must ensure it has the necessary consents for Users to be permitted to do those things that would, but for this consent, infringe any moral rights in relation to Member Content.
(e) The BEST Network Portal is a platform for contributors to be able to deposit appropriate biomedical content that can then be accessed by Users for public benefit. Neither the BEST Network nor OLL will be vetting the Member Content and the Member agrees that it is the sole responsibility of a Member to ensure (and demonstrate as appropriate) that it has possesses all necessary legal, ethical and intellectual property rights and approvals to make such a deposit. Without limitation, before uploading any Member Content to the BEST Network Portal, the Member must ensure:
(i) that either:
(A) all personal identifiers are removed from Member Content (such as information including names, addresses, locations, record numbers or other similar personal identifiers) such that there is no possibility that all or any part of the Member Content will include:
(1) personal information (as defined in the Privacy Act 2008 (Cth) or the Health Records and Information Privacy Act 2002 (NSW)) or
(2) health information (as defined under Health Records and Information Privacy Act 2002; or
(B) an inspection of the Member Content would not, or is likely to not, reveal the identity of any person who is the subject of the Member Content; or
(ii) If the information referred to in (A ) above is unable to be removed from the Member Content or if an inspection under (B) above will or is likely to reveal the identity of a person (for example, if an image itself shows the face of a person), evidence of the express written informed consent for the Member Content to be used and disclosed as part of the BEST Network Portal has been obtained and provided to the BEST Network or evidence is provided to BEST Network that the disclosure of such information does not otherwise constitute a breach of the Privacy Act 2008 (Cth) or the Privacy and Personal Information Act 1998 (NSW) or the Health Records and Information Privacy Act 2002 (NSW)) before uploading that Member Content onto the BEST Network Portal; and
(iii) if any other consents are required under any applicable law, regulation or ethical code or standard (such as any relevant tissue, anatomy or privacy legislation), that the Member has written evidence of explicit consent for that Member Content to be used and disclosed as part of the BEST Network Portal has been obtained and provided to the BEST Network before uploading that Member Content onto the BEST Network Portal.
11.1 The BEST Network may, subject to compliance with this clause, use the Member’s name and logo on the BEST Network Portal to identify that the Member is an institutional member of the BEST Network. For that sole purpose, the Member grants the BEST Network a non-exclusive licence to use the Member’s name and logo for the Term (or until the earlier termination of this Member Agreement), provided that the BEST Network complies with all reasonable Member directions and guidelines in relation to the use of the Member’s name and logo. Neither party may use any name or logo of the other party without the prior written consent of the other party, except as permitted or required under this Member Agreement.
12.1 If the Member has any complaints about the Content, Services or other use of the BEST Network Portal, it should notify the BEST Network via email@example.com. The BEST Network will address any complaints in accordance with the BEST Network Complaints Policy which can be found at https://www.best.edu.au/complaints-policy.
12.2 The continued availability of Content on the BEST Network Portal is important to the BEST Network. However, the Member acknowledges and agrees that Content on the BEST Network Portal may be removed by the BEST Network in response to requests for removal by the person who uploaded the Content or in response to any reasonable complaint by a third party.
12.3 The Member acknowledges and agrees that:
(a) if the removal of Content by the BEST Network is in response to a complaint or claim by a third party that any necessary rights have not been obtained or there has been a breach of a law or regulation, the BEST Network may, without any liability or obligation to the Member, remove the Content from the BEST Network Portal completely and prevent further access to that Content by Authorised Users (even if those Authorised Users have used or incorporated the Content as part of their own activities on the BEST Network Portal (for example, by annotating the image)); or
(b) if the removal of Content by the BEST Network is because the person who has uploaded the Content (including the Member in the case of Member Content) wishes to stop it being used on the BEST Network Portal, then the BEST Network may, at its sole discretion, restrict access to the Content to any User for any ‘new use’,
‘use’ is any use of the Content as part of the collaborative and educational tools and functionality available to a User on the BEST Network Portal; and
‘new use’ is any such use that has not been commenced or undertaken by a User prior to the date the BEST Network seeks to limit access to the Content.
By way of example only, in relation to Content that are Slice images, if a User has prior to the date access has been restricted by the BEST Network:
(i) incorporated a link to the Slice image into a tutorial;
(ii) created an annotated layer for the image (and whether or not any annotations have actually been made at the relevant point in time); or
(iii) linked or otherwise shared the image with another User as part of the collaborative tools available on the BEST Network Portal,
then it is agreed that the User (and other recipient users) may continue to access the image for those purposes and in that manner, but not any new purpose.
(c) If the Member requests on reasonable grounds that the BEST Network remove Member Content from the BEST Portal or that the BEST Network restricts access to Member Content for any ‘new use’, the BEST Network must do so.
13.1 The Member and its Authorised Users must not derive or identify (or attempt to derive or identify) the identity of a person or any other personally identifiable information in connection with any Content. If the Member becomes aware that personal identifiers have been disclosed in connection with Content or it is otherwise possible to associate a person with the Content and such disclosure is in breach of any applicable law, including the Privacy Act 2008 (Cth), the Privacy and Personal Information Act 1998 (NSW) or the Health Records and Information Privacy Act 2002 (NSW)) (as applicable), the Member and Authorised User must immediately stop (and take appropriate steps to stop its Authorised Users) using the Content and notify the BEST Network via firstname.lastname@example.org.
14.1 Each party must keep confidential and not disclose any Confidential Information of the other party other than permitted under this Member Agreement.
14.2 Each party may only:
(a) use Confidential Information for the purposes of this Member Agreement; and
(b) disclose Confidential Information of the other party:
(i) to its employees, directors and officers and legal, financial or other professional advisors and contractors who have a need to know for the purposes of this Member Agreement (and only to the extent that each has a need to know); or
(ii) to the extent required by law.
15.1 Each party must comply with all applicable privacy laws (including the Privacy Act 2008 (Cth) the Privacy and Personal Information Act 1998 (NSW) and the Health Records and Information Privacy Act 2002 (NSW) (as applicable) _ and must not cause the other party to be in breach of any such applicable privacy laws. In particular, the BEST Network must ensure that personal information and health information held by or on behalf of the BEST Network is protected, by taking such security safeguards as are reasonable in the circumstances against loss, unauthorised access, use, modification or disclosure, and against all other misuse.
15.2 If the Member provides any personal information or health information to the BEST Network in connection with the Services:
(b) the Member must ensure that it has all the necessary consents and approvals to provide the information for the particular purpose; and
(c) both parties will cooperate with each other in relation to any requests or inquiries made by any relevant authority in relation to the management and use of such information by it in connection with this Member Agreement.
The Member acknowledges that the BEST Network may make changes to the functionality of the BEST Network Portal from time to time.
17.1 The Member acknowledges and agrees that the BEST Network Portal (including any Member Content) is provided for biomedical education, or research purposes and may contain fictitious examples created for teaching purposes. The BEST Network Portal is not intended for use as a substitute for the advice of a qualified healthcare professional. Any treatment portrayed as correct or appropriate on the BEST Network Portal (including any Member Content) may not be the correct or appropriate treatment for a similar patient.
17.2 The BEST Network Portal is provided as an open forum for collaboration related to biomedical educational resources. Contributors may provide information that is not accurate or generally accepted, and the BEST Network cannot and will not review Content that is made available on the BEST Network Portal. Accordingly, the BEST Network makes no warranty about the accuracy, completeness or currency of any information, Content or other material available on the BEST Network Portal. This also includes any links to third party information that may appear on the BEST Network Portal (including Member Content).
17.3 The Member and its Authorised Users should carefully review any material or information on the BEST Network Portal or any linked third party site and discuss with a trusted health-care provider before acting upon the information in any way.
17.4 The Member’s and its Authorised Users’ access to and use of the BEST Network Portal is at their respective own risk, and on an "as is" and "as available" basis. To the maximum extent permitted by law,:
(a) the BEST Network disclaim all warranties, express or implied, of merchantability or fitness for a particular purpose or the availability of the BEST Network Portal;
(b) the BEST Network disclaims any warranties express or implied in relation to non-infringement of the rights of any person in connection with the use of the Content by the Member or an Authorised User under this Member Agreement; and
(c) the BEST Network’s entire liability in connection with this Member Agreement (howsoever arising, including in connection with negligence) other than for a breach of law is limited to a maximum amount of $50,000 in aggregate in any 12 month period during the Term:
17.5 A party will not be liable to another party under or in connection with this Agreement for the following Loss:
(a) loss of profits;
(b) loss of sales or business opportunity;
(c) loss of anticipated savings; or
(d) loss of or damage to reputation or goodwill.
17.6 The Member irrevocably and unconditionally undertakes at all times to indemnify, hold harmless and defend UNSW for itself and as trustee for each of OLL and UNSW ‘s and OLL’s Personnel (those indemnified) against all Loss incurred by those indemnified where such Loss arises out of or in connection with:
(a) any use of the Best Network Portal and Content by the Member or its Authorised Users:
(b) any breach of this Agreement by the Member or its Authorised Users; and
(c) any claims that the use, uploading or hosting of the Member Content infringes the rights, including Intellectual Property Rights, moral rights or privacy rights, of any person.
17.7 The Member’s liability to indemnify those indemnified under this clause 17 is reduced proportionally to the extent that any negligent act or omission of UNSW, OLL or their respective Personnel caused or contributed to the Loss. For clarity, it is acknowledged that the fact that any Content is hosted by OLL shall not be regarded as a negligent act or omission of OLL or its Personnel.
17.8 The indemnity in clause 17.6:
(a) to the extent that OLL and its Personnel are indemnified, is given to UNSW for the benefit of OLL and its Personnel, which UNSW agrees to hold on trust for them;
(b) is a continuing obligation of the Member;
(c) is separate and independent of any other responsibility or obligation of the Member; and
(d) will continue beyond the term of this Member Agreement.
18.1 Either party may terminate this Member Agreement immediately by giving notice to the other party if the other party:
(a) suffers an Insolvency Related Event; or
(b) commits a material breach of any provision of this Member Agreement that:
(i) is not capable of being remedied; or
(ii) is capable of being remedied, but the other party fails to remedy the breach within 15 days after receiving notice requiring it to do so.
18.2 Without prejudice to any rights the BEST Network may have to terminate this Member Agreement, the BEST Network can immediately suspend the Member (or an Authorised User’s) access to the Services if the Member is in material breach of this Member Agreement.
18.3 On termination of this Member Agreement:
(a) the Member will not be able to continue using any Content that the Member has downloaded prior to the termination, including any screenshots of images taken; and
(b) any Member Content uploaded prior to termination will remain on the BEST Network Portal and the rights granted to BEST Network and Users (as applicable) under clauses 10 and 11 will continue in full force and effect.
18.4 Termination of the Member Agreement shall be without prejudice to any rights that a party has accrued prior to the date of termination.
19.1 Variations: This Member Agreement may only be varied by agreement between the parties in writing.
19.2 Entire Agreement: This Member Agreement including its clauses, schedules and any attachments constitutes the entire agreement between the parties as to its subject matter and supersede all prior agreements and understandings between the parties in connection with it.
19.3 Waivers: Any provision of this Member Agreement or a right created under it may not be waived or varied except in writing signed by the party intended to be bound. A failure of a party to exercise a right arising under this Member Agreement does not constitute a waiver of that right.
19.4 No merger
The rights and obligations of the parties under this Member Agreement do not merge on completion nor on completion of any transaction contemplated by this Member Agreement.
19.5 Assignment and Novation:
(a) Except as set out in 19.4(b), a party must not assign its rights or novate its obligations under this Member Agreement to any person, without the prior written consent of the other party.
(b) If the role of UNSW as the administering organisation for the BEST Network Portal is transferred to another governing member of the BEST Network Portal (those members being other Australian educational Universities), UNSW may by 90 days’ notice in writing to the Member request that the Member agrees to novate this Member Agreement in favour of the incoming administering organisation. If the Member does not wish to continue as a member upon the transfer to the new administering organisation, the Member may exercise its rights under clause 18.1 and in those circumstances the Member will be entitled to a refund of any unused portion of the Membership Fees that have been paid in advance.
19.6 Relationship: Nothing in this Member Agreement or any associated circumstances gives rise to any relationship of joint venture, agency, partnership or employer and employee between the BEST Network and the Member or between the BEST Network and any Personnel of the Member. Neither party has any right to assume or create any obligations of any kind, express or implied, in the name of or on behalf of the other party.
19.7 Notices: A party notifying or giving notice under this Member Agreement must give notice addressed to the address of the other party specified in Item 1 of the Member Details or other address as notified in writing by the other party from time to time:
19.8 Governing Law: This Member Agreement is governed by the laws applicable in the State of New South Wales and each party submits to the exclusive jurisdiction of the courts of that State.
19.9 Other Members: The BEST Network will ensure that the rights and obligations of any other BEST Network member institution in relation to the use of any Content (including Content uploaded by that member and the Member Content) are substantially similar to rights and obligations of the Member under this Agreement.
20.1 In this Member Agreement, the following definitions are used. Any other term will have the meaning given to it in the Membership Details or in the Recitals.
(a) an entity controlled or under the common control of the Member; or
(b) a third party that has a contractual arrangement with the Member (and other institutions as the case may be) involving the undertaking of joint research projects.
Authorised User means any employee, student or contractor (such as adjunct appointments) of the Member or its Affiliates who:
(a) are involved in a biomedical research or teaching program or domain; and
(b) the Member authorises in writing to use the BEST Network Portal. Authorised Users are identified by either the administrator or Institutional representative providing a list of authorised email addresses OR via automatic authorisation through a Learning Tools Interoperability (LTI) Integration. Subscribed members are considered to be authorised members.
Note: There are different categories of Authorised Users with different levels of access and rights depending on the Member’s subscription level.
BEST Network has the meaning given to it in the Recitals.
BEST Network Portal means the online portal established by the BEST Network containing biomedical education resources for use by biomedical teachers, researchers and students, and which broadly comprises the functionality described in Recital B.
Commencement Date is the date this Member Agreement is executed.
Confidential Information means all information disclosed (whether orally, in writing or in any other form) by one party to the other party in connection with this Member Agreement which is identified as being confidential or the recipient ought to reasonably know is confidential and all copies, notes and records and all related information based on or arising out of any such disclosure which is not:
(a) in the public domain (otherwise than as a result of a breach of this Member Agreement); or
(b) independently developed or known by the Recipient.
Content means both the User Content and the Member Content.
Insolvency Related Event of a party, means any of the following:
(a) disposal of whole or any part of the party’s assets, operations or business other than in the ordinary course of business;
(b) that party being insolvent or ceasing to carry on business; or
(c) steps taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person, concerning the whole or any part of the party's assets, operations or business.
Loss for a party, means liabilities, expenses, charges, claims, losses, damages and costs (including legal cost on a solicitor own client basis) whether incurred by or awarded against a party.
Member Content means any content (including digital images, videos, sound files and related documents) accessible on the BEST Network Portal that has been uploaded by or on behalf of the Member or its Authorised Users.
Membership Details means the details set out in the beginning of the Member Agreement.
Membership Terms means clauses 1 to 19 in this document.
OLL is Open Learning Global Pty Ltd ABN 51 162 780 467, the technology provider for the BEST Network.
Personnel of a party means the officers, employees, agents and contractors (including their employees and contractors) of that party, and in the case of a Member that is an educational institution, it includes the students and affiliates of that Member.
Services means the services to be provided by the BEST Network under this agreement, including those referred to or set out in the Recitals.
User means either (as the context requires):
(a) an ‘unsubscribed user’ who may visit the BEST Network Portal and view Content but will not have full functionality of the BEST Network Portal such as the ability to create Content and interactively participate with other Users; or
(b) a “Subscribed Academic User” who has paid for an Academic subscription to the BEST Network Portal;
(c) a “Subscribed Student User” who has paid for Student subscription to the BEST Network Portal; or
(d) an “Authorised User” who has been duly authorised by a Member Institution or by a Subscribed Academic User;
User Content means any content (including digital images, videos, sound files and related documents) accessible on the BEST Network Portal that has been uploaded by a User other than an Authorised User of the Member and includes any modifications or amendments by another User to any Member Content and includes digital images, videos, sound files and related documents intended for use in biomedical education, including the Slice image collection.