Foundation for Australian Agricultural Women

Foundation for Australian Agricultural Women
Copyright Licence

This Copyright Licence is a legal agreement between you (Licensor) and the Foundation for Australian Agricultural Women (FAAW) regarding the use by FAAW of the Copyright Material which you have submitted to FAAW. By submitting the Copyright Material to FAAW, you agree to be bound by the terms and conditions of this Copyright Licence set out below (Agreement). Acceptance binds you to this Agreement. If applicable, acceptance also binds your organisation to this Agreement, and by accepting this Agreement you confirm that you are authorised to enter into this Agreement on behalf of your organisation.

Terms and Conditions
1 Licence
The Licensor grants to FAAW a worldwide non-exclusive licence to use, reproduce, adapt and modify the Copyright Material for the Approved Purposes during the Term.
2 Use by Third Parties
2.1 The Licensor agrees that FAAW may as part of the Approved Purposes, licence or permit Third Parties to use, reproduce, adapt and modify the Copyright Material without the Licensor's prior consent.
2.2 Where FAAW receives any monetary payment from Third Parties for use of the Copyright Material under clause 2.2, FAAW will pay the Fee to the Licensor.
3 Term of Agreement
This Agreement starts on the Commencement Date and continues until terminated in accordance with clause 6 (the Term).
4 FAAW's obligations
4.1 FAAW must during the Term:
(1) acknowledge the Licensor as owner of the Copyright Material in all publications or other materials using the Copyright Material, used, or approved for use, by FAAW;
(2) notwithstanding clause 1, not modify or alter any of the Copyright Material without the prior written consent of the Licensor;
(3) not cause the Copyright Material to be prejudicially affected or contested;
(4) not use the Copyright Material other than for the Approved Purposes; and
(5) follow any reasonable directions of the Licensor in relation to the Copyright Material.
5 Ownership of Copyright Material
5.1 FAAW acknowledges that all rights in and to the Copyright Material are and remain under the control and/or property of the Licensor.
5.2 FAAW will not acquire any right, title or interest in the Copyright Material, except as provided in this Agreement.
5.3 FAAW must immediately provide to the Licensor particulars of any use by a Third Party of the Copyright Material which may constitute passing off or may otherwise be an infringement of the Licensor's rights.
6 Termination
6.1 Material breach
Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement. A material breach occurs if:
(1) the Licensor breaches the warranty provided in clause 9;
(2) the Licensor breaches the terms of use of the Website; or
(3) FAAW fails to pay any sums owing to the Licensor under clause 2.
6.2 Unremedied breach
Either party may terminate this Agreement immediately by written notice if the other party commits a breach of this Agreement (other than a material breach, in which case clause 6.1 applies), and that breach is not remedied within 30 days of receiving a notice from the party not in breach.
6.3 Insolvency
Either party may immediately terminate this Agreement by notice in writing to the other party if the other party is the subject of any form of bankruptcy or insolvency proceedings, or if a voluntary administrator, receiver, controller (as defined in the Corporations Act 2001) or similar is appointed to a party. .
6.4 Mutual agreement
This Agreement may otherwise be terminated by mutual agreement between the Licensor and FAAW.
7 Action upon termination
7.1 Upon termination of this Agreement:
(1) the Licence is immediately revoked;
(2) FAAW must pay the Licensor all moneys owing to the Licensor under clause 2;
(3) FAAW must immediately remove, at its own cost, all Copyright Material on the Website;
FAAW must cease to use the Copyright Material; and
(4) the Licensor will no longer be able to upload Copyright Material on the Website.
7.2 FAAW is not required to remove Copyright Material from any documents or publications which already contain the Copyright Material as at the date of termination.
7.3 The obligations contained in clauses 8, 9 and 10 will survive termination of this Agreement.
8 Warranties
8.1 The Licensor warrants that:
(1) it is the owner of the Copyright Material;
(2) it has the right and authority to grant the Licence to FAAW; and
(3) there are no outstanding restrictions or constraints on its right and authority to grant the Licence to FAAW.
8.2 The Licensor acknowledges that FAAW is relying on the warranty in clause 8.1 in using the Copyright Material for the Approved Purposes.
9 Confidentiality
9.1 The parties acknowledge that the existence and terms of, and the identity of the parties to, this Agreement are strictly confidential (Private Information).
9.2 Except as stated in this Agreement, each party must not and must not permit any of its officers, employees, agents, contractors or related bodies corporate to disclose any Private Information to any person, other than its professional advisers or as required by law, without the prior written consent of the party to whom the Private Information relates.
9.3 This clause 9:
(1) operates for the benefit of both parties; and
(2) continues despite termination of this Agreement.
10 Indemnity by Licensor
10.1 The Licensor indemnifies FAAW against:
(1) all losses and liabilities incurred by FAAW; and
(2) all legal costs (on a solicitor and own client or full indemnity basis, whichever is the greater) and other expenses incurred by FAAW in connection with a demand, action, arbitration or other proceeding,
arising directly or indirectly as a result of or in connection with a breach or non-performance of any of the obligations of the Licensor under this Agreement, whether express or implied.

11 Goods and Services Tax
11.1 If any supply made under or in connection with this Agreement is a taxable supply, the consideration that the recipient of that taxable supply must otherwise pay or provide for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply, subject to a valid tax invoice being delivered to the recipient.
11.2 Words or expressions used in this clause and this Agreement which have a particular meaning in the A New Tax System (Goods and Services Tax) Act 1999 have the same meaning, unless the context otherwise requires.
12 Further assurances
Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.
13 Entire understanding
13.1 This Agreement:
(1) is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
(2) supersedes any prior agreement or understanding on anything connected with that subject matter.
13.2 Each party has entered into this Agreement without relying on any representation by any other party or any person purporting to represent that party.
14 Governing law and jurisdiction
The law of Queensland governs this Agreement.
15 Notices
15.1 A notice or other communication connected with this Agreement (Notice) has no legal effect unless it is in writing.
15.2 Subject to clause 15.3, Notices given by the parties to one another in connection with this Agreement must be given in writing and delivered via return receipt mail or express delivery service to the parties' respective addresses, as advised to each other from time to time.
15.3 Notices may be given by the Licensor to FAAW by email at: admin@faaw.org.au
16 Severability
If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
17 Definitions and interpretation
17.1 In this Agreement:
(1) Approved Purposes means:
(a) using the Copyright Material in connection with the Business;
(b) FAAW rights under clause 2; and

(c) FAAW doing such other activities related or ancillary to those specified in clause 17.1(1)(a) and (b) as are reasonably necessary or desirable;
(2) Business means the non-profit activities carried on by FAAW to enable women, living and working in rural communities in Australia, access to leadership training and experience;
(3) Commencement Date means the date on which the Licensor first submitted Copyright Material to FAAW;
(4) Copyright Material means any literary, dramatic or artistic works (as described in the Copyright Act 1968) which:
(a) has been created or brought into existence by the Licensor;
(b) has been provided to FAAW; and
(c) all rights in respect of those works arising under the Copyright Act 1968;
(5) Fee means the payment or payments FAAW will make to the Licensor under clause 2, which will be determined in accordance with the payment schedule on the Website;
(6) Licence means the licence granted to FAAW in this Agreement;
(7) Term has the meaning given in clause 3;
(8) Third Party means a party other than FAAW and the Licensor; and
(9) Website means FAAW's website: www.faaw.org.au