PLANSFORSALE.COM.AU INTELLECTUAL IP DEED
This agreement is made the Agreement Date.
THREESIXTYDEGREES AUSTRALIA PTY LTD
THE PURCHASER (The purchaser is defined as the relevant person and company/businesses acting on your company/businesses behalf clicking the 'I agree with the Terms and Conditions at checkout)
On the basis that:
(a) The licensor asserts that he is the owner of copyright in the Works and is able to license the copyright free of all encumbrances and adverse interests;
(b) The parties have agreed to enter into this shared license of the Intellectual Property Rights in the Works to the Licensee on the terms set out in this Agreement.
1.0 THE PARTIES AGREE THAT:
1.1 DEFINITIONS AND INTERPRETATION
This agreement is governed by the law of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
The following definitions apply unless the context requires otherwise
Assignment Date: The date of payment by the Licensee to the Licensor.
Works: All brochures, plans, cad files, and any other ancillary paperwork that evidences the creation of the Works as being an original concept of the Licensor.
For the sake of clarity, the Works incorporates all designs and plans identified as part of any Plansforsale purchase.
Party: References to a party or person are intended to bind their executors, administrators and permitted transferees. Obligations under this agreement affecting more than one party bind them jointly and each of them severally.
Intellectual Property Rights: Means jointly and severally any Rights as they relate to the Confidential Information, and any copyright, trade mark Rights, design Rights, patent Rights, the Improvements and the Future Rights; and all the Rights resulting from the intellectual activity in the industrial, scientific, literary or artistic fields.
1.2 In consideration of Threesixtydegrees Australia Pty Ltd providing the licensee with the Intellectual Property Rights of the Works the licensee agrees to:
(a) Advise each person to whom the Works are disclosed that the licensee is subject to a duty of confidence, and that the Works are not to be used for any purpose other than the acceptable and estimable needs of the licensee.
(b) Take at the licensee’s sole expense whatever steps Threesixtydegrees Australia Pty Ltd may consider necessary to enforce the duty of confidence against any person to whom the Works have been disclosed by the licensee and who may be in breach of that duty;
(c) On request provide Threesixtydegrees Australia Pty Ltd with a list of recipients
2.0 LICENSOR COVENANT:
2.1 The licensor covenants that:
(a) He is the sole and exclusive owner of the copyright in the Works
(b) The Works are original and do not infringe the rights of any third party;
(c) Copyright under the Copyright Act 1968 (Cth) subsists in the Works;
(d) There is no current security interest which in anyway affects the copyright in the Works;
(e) The licensor has not knowingly done or omitted to do or permitted any other to do or omit to do any act or thing whatsoever whereby the Intellectual Property Rights may be invalidated or whereby their title thereto may be encumbered or otherwise prejudicially affected or by which the due performance of this Agreement shall be hindered or prevented in any way whatsoever
(f) Where the licensee becomes aware of any exploitation of the Intellectual Property Rights by any other person in contravention of this Agreement, be obliged to inform the licensor if the licensee becomes aware of any infringement and take reasonable steps to prevent infringement of licensor copyright.
(g) This agreement is a valid shared lease of all its right, title and interest in the Works and in the copyright in the Works
The licensee acknowledges and agrees that the property, ownership and copyright of all Works provided by Threesixtydegrees Australia Pty Ltd shall remain the property and the ownership of Threesixtydegrees Australia Pty Ltd at all times.
4.0 NO ASSIGNMENT:
The rights and obligations hereunder cannot be assigned by the licensee. No sublicensing permissions are permitted.
5.0 WHOLE AGREEMENT:
Each party has relied entirely on its own enquiries in entering into this deed which contains the whole agreement between them superseding all prior oral and written communications.
6.0 SHARED LICENSE OF INTELLECTUAL PROPERTY RIGHTS
The Licensor hereby grant a shared license of the Intellectual Property Rights so far as they relate to, protect or form part of the Works (including all Claims, arising out of or under the said Intellectual Property Rights) free of all encumbrances and liens in exchange for the Assignment Fee at the Agreement Date and the Assignee accepts this assignment.
6.1 Licensee Undertakings
The Licensee hereby undertakes to:
The license is indefinite and can only be revoked if breaches of Intellectual Property or copyright issues arise subject to the discretion of the licensor. The use of ‘Design Intent’ will be judged by a court of law in the event of any copyright situation. The licensee agrees not to allow or facilitate the use nor exploit of the Intellectual Property Rights in respect to the Works in a manner in any way detrimental to the operation of the Licensor pursuant to this Agreement and not at any time to contravene, deny, contest, contribute nor object to in any way directly or indirectly in respect of the rights subsisting in the Intellectual Property Rights and to take such steps as may be appropriate and available to the Licensee to prevent the infringement of any and all the rights subsisting in the Intellectual Property; and
in connection with the exploitation of the Product and the Intellectual Property Rights refrain from giving any warranty:
(i) beyond that which the Licensee is obliged in law to give; or
(ii) which has not been approved in writing by the Licensor.
7.0 DISCLAIMER AND LIMITED WARRANTY:
It is the responsibility of the Licensee to check the Works prior to marketing and building. The entire risk as to the quality and performance of the Works rests upon you. Threesixtydegrees Australia shall not be liable for any direct, indirect, consequential, or incidental damages (including damages from loss of business profits, business interruption, loss of business information, and the like) arising out of the use of or inability to use the Works even if Threesixtydegrees Australia has been advised of the possibility of such damages.
Except as expressly provided above, the Works are provided “as is”. Threesixtydegrees Australia makes no warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose.
Agreement Date: Is the date that payment is made and the 'i agree with Terms and Condtions' Button is pressed.
Commencement Date: The day Licence fee funds clear into Threesixtydegrees Australia P/L bank acc.
Licence Fee: As assigned during checkout.
Grant of Rights:
a. The Licensor hereby grants to the Licensee a license to Commercialise the Product (and the corresponding Intellectual Property Rights so far as they relate to, protect or form part of the Product) in the conduct and operation of the Business of the Licensee.
b. The nature of the license shall be non-exclusive.
c. The licensee is free to market the plans in any area within Australia or where the licensee conducts business
Executed as an Agreement.
SIGNED BY THREESIXTYDEGREES AUSTRALIA PTY LTD (ACN 120 088 208) pursuant to Section 127(1) of the Corporations Act 2001 (Cth)
Director: Wayne Densley
Assignor: THREESIXTYDEGREES AUSTRALIA PTY LTD
Service address: Gyranda Street, Carina Heights, QLD 4152