Teacher Professional Development

Key Word Success Initiative Licence Agreement


Teacher Professional Development

ABN 83 169 689 187

[email protected]

(02) 4023 4879

Date 

The commencement date starts on the date of purchase of the licenced Key Word Success Initiative subscription.

Parties

Carly and Tresne Inspire Pty. Ltd. trading as Teacher Professional Development (Teacher PD), (ABN 83169 689 187) of 1/106 Elder St, Lambton, NSW, Australia 2299.

Client 

Please complete the fields below:

 

Background

Teacher Professional Development is the owner of the Key Word Success Initiative Materials. The Parties agree that the Key Word Success Initiative Materials are protected by copyright and Teacher Professional Development owns the Intellectual Property Rights.

Teacher Professional Development has agreed to grant the Licensee a non-exclusive and non-transferable licence to use the Key Word Success Initiative Materials for the Approved Purpose on the terms and conditions of this Agreement, in consideration for payment of the Licence Fee by the Licensee and subject to strict and continuing compliance by the Licensee with the terms contained in this Agreement.

Licensee, school, client, refers to the school and/or person who purchases the licence to access the Key Word Success Initiative Materials. The subscription period refers to the time period in which the licensee has paid the subscription fee to access the Key Word Success Initiative Materials.

Agreed Terms

Definitions and Interpretation

Intellectual Property Rights” means all rights in copyright (including future copyright), designs, trade secrets, processes, inventions, specifications, databases, research data, discoveries and similar rights, confidential information, know how, trade, business names, or any rights to registration and all other intellectual property rights (including Moral Rights) whether created before, on or after the date of this Agreement and whether created in Australia or elsewhere and includes rights acquired by way of a licence for the use of such intellectual property rights, and any other intangible proprietary rights whether registered or unregistered, together with all improvements to, and applications for, the protection of those rights.

Key Word Success Initiative”, “Materials” means the literary and any other works prepared and developed by or on behalf of Teacher Professional Development.

“Subscription” means the period of subscription, as selected by the Client when completing the order.

Any term relating to Copyright not defined in this Agreement has the same meaning given to it in the Copyright Act 1968 as amended from time to time.

“Client” (Licensee, School, You, Your, Purchaser)

Terms

This Agreement will commence on the Commencement Date when the Key Word Success Initiative is ordered and will continue from the Commencement Date until the end of the subscription period if the Subscription is not renewed.

The Subscription shall automatically renew for an additional one (1) year period, or for a longer period as may be set forth on a renewal order executed by the parties unless either party terminates the subscription at the end of the renewal period.

Renewal fees are automatically charged to the credit card used by the client upon purchase of the original order. If the client intends to cancel the subscription, it is their responsibility to cancel the automatic renewal process before the renewal date via your account within the Teacher PD website.

By completing this Agreement, you agree that you have the authority and financial approval from your School to subscribe to the Key Word Success Initiative.

Termination

On termination or expiry of this agreement, the Licences end and the Licensee must immediately:

  1. pay to Teacher PD all amounts due
  2. stop using any of the Key Word Success Initiative Materials including any adapted, modified or altered versions of the Materials.

Teacher PD may terminate this agreement with immediate effect by giving notice to the Licensee if:

  1. the Teacher PD Materials are being used in any way that in Teacher PD’s opinion puts the Teacher PD Materials into disrepute.
  2. there has been a breach of copyright or any of the terms of this Agreement. If in Teacher PD’s opinion the breach is capable of being resolved and the Licensee fails to respond with the intent to resolve within seven (7) Business Days of receiving notice from Teacher PD.

 Grant of licences

With effect on and from the Commencement Date, Teacher PD grants to the Licensee the following:

  1. a non-exclusive, non-transferable, non-sub-licensable licence for the Term to reproduce and use the Materials to deliver to students from the School within this licence, excluding the right to adapt, modify and alter any of the Materials.

Acknowledgement of Ownership

  1. The Licensee acknowledges and agrees that Teacher PD is the owner of all the Materials IP and that the Licensee has no right in or to the Materials IP, other than the rights granted under the Licences.
  2. The Licensee must notify Teacher PD immediately if it becomes aware of any actual or threatened infringement of any of the Teacher PD Materials or any allegation or claims.

Obligations

  1. The Licensee agrees and warrants that it will comply with the following conditions relating to the use of the Teacher PD Materials during the Term.
  2. The Licensee agrees to indemnify and keep indemnified Teacher PD (which term includes in this clause their respective officers, employees and agents) (“those indemnified”) against any liability or loss (including reasonable legal costs and expenses), incurred or suffered by any of those indemnified where such liability or loss is incurred by reason of or in connection with:
    1. any infringement or alleged infringement of any Intellectual Property rights (including moral rights) arising out of the Licensee’s use of the Teacher PD Materials;
    2. any use of the Teacher PD Materials by the Licensee or any unlawful, wrongful, wilful or negligent act or omission (including a breach of this Agreement) by the Licensee or its employees, agents or representatives.
    3. The Licensee agrees to release and discharge Teacher PD from any action, proceedings, claim or demand which might be brought against or made upon Teacher PD or in connection with this Agreement.

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Signed by Tresne Middleton
Signed On: 31 January 2022


Signature Certificate
Document name: Key Word Success Initiative Licence Agreement
lock iconUnique Document ID: cfe80fd4961f1bf36ea5784091647d5fc1a67be5
Timestamp Audit
31 January 2022 1:24 pm AESTKey Word Success Initiative Licence Agreement Uploaded by Tresne Middleton - [email protected] IP 202.9.74.6
31 January 2022 4:19 pm AESTAmelia Bearcroft - [email protected] added by Tresne Middleton - [email protected] as a CC'd Recipient Ip: 202.9.74.6
31 January 2022 5:13 pm AESTAmelia Bearcroft - [email protected] added by Tresne Middleton - [email protected] as a CC'd Recipient Ip: 202.9.74.6
31 January 2022 5:18 pm AESTAmelia Bearcroft - [email protected] added by Tresne Middleton - [email protected] as a CC'd Recipient Ip: 202.9.74.6