PURCHASE LICENSE

 

Project Gen Z Pty Ltd ACN 612 419 388 of [enter address] VIC 3000 (known as the Licensor) is the owner of the Intellectual Property in the Educational Materials described in these terms and conditions. In return for purchasing the Educational Materials for the License Fees Project Gen Pty Ltd Z agrees to grant a non-exclusive licence to the purchaser (known as the Licensee) in the Brand Assets and Education Materials for the purpose of Education.

 

1 Definitions and interpretation 

 

1.1 Definitions 

 

In this agreement, the following definitions apply: 

 

Brand Assets means the registered Trademark, logos, insignia, designs, and associated marketing materials including of Project Gen Z supplied for the purpose of using or promoting the Education Materials.

 

Education Materials means the course curriculum and Intellectual Property contained within Schedule 1. 

 

Commencement Date means the date in which the Education Materials are purchased for the License Fees. 

 

Intellectual Property means the intellectual property and industrial property rights set out in Schedule 1 owned by Project Gen Z Pty Ltd. 

 

Licence Fees mean the payments of Fees for the Education Materials described in Schedule 1. 

 

Term means the period in which the specific Education Materials are licensed to the Licensee.

 

2 Commencement and Term 

 

This Agreement commences on purchase of the materials and continues, subject to early termination as provided for in relationship to the materials delivered in Schedule 1. Please note that the terms of our licenses depend on the materials as outlined further in Schedule 1 (Term).

  

3 Licence 

 

Project Gen Z grants to the Licensee a non-exclusive License to use the Brand Assets and Educational Materials without the right to grant sub-licences to use the Intellectual Property in the Products listed within the Territory for the Term of this Agreement as defined further in Schedule 1. 

 

Project Gen Z will furnish the Education Materials and Intellectual Property to the Licensee for the purposes of this Agreement on payment of the Licence Fees. The costs to be paid by the Licensee are outlined also in Schedule 1.

 

4 Obligations of the Licensee 

 

During the Term, the Licensee must comply within a reasonable time, with all directions issued by the Licensor regarding the manner of use of the Intellectual Property and for the purpose of Educational use only. 

 

5 Termination 

 

If the Licensee breaches any conditions of this agreement in use of the Educational Materials then   where that failure is capable of remedy, the other party fails to remedy such a default within 21 days of notice specifying the failure then the Licensor may terminate the license for the Licensee to use these materials.

 

6 Consequences of termination 

 

On early termination of this Agreement under clause 5 the Licensee must deliver to the Licensee all Educational Materials, documents and other materials (including all copies) in the Education Materials and Brand Assets in its possession relating to the Intellectual Property and do such further things as may be reasonably required by the Licensor to protect its right, title and interest in the Intellectual Property of the Licensor. 

 

7 Privacy & Confidentiality 

 

The Licensee must keep confidential all information including participants and student data disclosed by the Licensee to Licensor provided that the Licensee has the right to disclose such information insofar  and additionally not use any of the Licensee’s including student information or technical data, except for the purposes of the licences granted herein and on the terms of this Agreement. 

 

8  Warranties 

 

The Licensee indemnifies the Licensor against any losses, costs, actions, claims, demands, expenses, judgments, court orders or other liabilities arising directly or indirectly out of or in connection with use of the Education Materials. 

 

The Licensor also indemnifies the Licensee against any claim by the Licensee's customers in respect of any similar loss or injury and court fees and expenses of damages and costs and loss or injury suffered from use of the materials. 

 

 9 Indemnity 

 

The Licensee must promptly advise the Licensor in writing of any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs, charges and expenses which may be brought or claimed against the Licensee or the Licensors or in respect of which the Licensee or the Licensors may become liable arising out of the promotion, sale, supply or other use of the product to the Licensee, its employees or agents. 

 

The Licensee indemnifies the Licensor against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including solicitor and client costs), charges and expenses arising out of the promotion, sale, supply or other use of the Educational Materials by the Licensee, its employees or agents. 

 

10 Refund Policy 

 

The Licensor has a strict no refund policy and should the Educational Materials not be fit for purpose in then the Licensor will consider an exchange of the Education Materials on a case-by-case basis. 

 

11 Limitation on assignment 

 

The Licensee must not assign all or any of its rights given to it under this Agreement without the prior written consent of the Licensor, which consent the Licensor may grant or not in its absolute discretion. The Licensor may at its discretion assign all or any of its rights under this Agreement. Each license is intended to be applied to one individual or school or Education institution as specified in the order form.

 

12 Jurisdiction 

 

This Agreement is subject to the laws of the state or territory of Victoria who have exclusive jurisdiction over any disputes arising in respect of this Agreement. 

 

14. No partnership or agency relationship 

 

Nothing contained in this Agreement must be deemed to constitute a partnership between the parties and nothing contained in this Agreement must deem either party to be the agent of the other party and the Licensee must not hold itself out as, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes is the agent of the Licensor. 

 

 

 

SCHEDULE 1

 

1 The Intellectual Property and Term subject to the purchase license are listed here. The following Schedule contains the Fee for purchase of the Education Materials for the license of Project Gen Z Pty Ltd Brand Assets or Intellectual Property. 

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2 The Territory 

 

The territory of the Purchase License is worldwide and online for the purpose of Education. 

 

 

3.   Trademarks

 

Trademarks means (Trademarks) delivered by Project Gen Z No. 2158831

Registered in Australia as a pending Trademark. 

: 

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The Licensee must use the materials online and in classrooms with the registered trademark.  The Licensee agrees not to use the Trademarks for any purpose, or in any way, other than in accordance with this Agreement. The Licensee agrees to use its best efforts to comply with all time limits and any other requirements imposed on the Licensee by this Agreement.