Commercial Content License 

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Recitals

A) The Licensor creates visual content recording the day to day tasks of different vocations to be viewed by students and job seekers through the Platform using virtual reality technology.

B) The Licensor licenses certain content to educational institutions, industry groups, government departments, and companies within the private sector to broadcast the content to students and job seekers through through the Platform using virtual reality headsets only.

C) The Licensee agrees to use the Licensor's Content for the Approved Purpose only in conformance with the terms of this Agreement.

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 Operative Part 

1. Definitions and Interpretation

 1.1 In this Agreement, unless the context otherwise requires:

Approved Purpose means to display Content on Approved VR Technology to the Licensee’s enrolled students.

Approved VR Technology means the virtual reality device specified in the Licensee’s Order or such other virtual reality device approved by the Licensor in writing.

Business Day means a week day on which banks are open for business in Brisbane, Queensland.

Content means the library of content available on the Platform from time to time.

Content Licence means the licence granted pursuant to clause 4.1.

Content Licence Commencement Date means the date specified in the Licensee’s Order.

Content Licence End Date means the date specified in the Licensee’s Order.

Confidential Information means information of every kind concerning or in any way connected with a party or its business which includes without limitation:

      (a) trade secrets, including ideas and concepts not reduced to material form;

      (b) technical information and technical drawings;

      (c) financial information;

      (d) commercial information;

      (e) product and market information; and

      (f) any information marked ‘confidential’ or which a party informs the other party is confidential or a trade secret;

      and which is disclosed in writing, orally or by any other means by a party to the other party.

Insolvent Event means any of the following events:

      (a) a party disposes of the whole of its assets, operations or business other than in the normal course of business;

      (b) an arrangement is entered into between a party and its creditors other than for the purposes of reconstruction;

      (c) a party ceases to be able to pay its debts as they become due;

      (d) a mortgagee enters into possession or disposes of the whole or any part of a party’s assets or business;

      (e) a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person is appointed over the whole or any part of a party’s assets or business; or

      (f) a voluntary administrator is appointed in relation to a party.

Licence Fee means the fee specified in the Licensee’s Order.

Licensee means the entity specified in the Licensee’s Order.

Licensee’s Order means the order submitted by the Licensee through the Licensor’s website for the purchase of the Content Licence, and the Platform Licence, and Approved VR Technology.

Licensor means Work Window Australia Pty Ltd ABN 79 630 053 744.

Logos means the Licensor’s registered and unregistered logos and trademarks.

Moral Rights means the moral right of attribution, the right against false attribution and the right of integrity of authorship conferred by section 189 of the Copyright Act 1968 (Cth).

Operating Instructions means the instructions and guidelines available at https://workwindow.atlassian.net/servicedesk as updated from time to time.

Payment Date means the date of receipt of invoice and on the 12 month anniversary of that date thereafter.

Platform means the Work Window application which allows the user to navigate through different careers and explore in Virtual Reality what it would be like to work in a range of jobs.

Platform Licence means the licence granted pursuant to clause 3.1.

Platform Terms and Conditions means the terms and conditions pursuant to which the Licensee agrees to access and use the Platform, a copy of which can be downloaded at https://www.workwindow.com.au/terms-and-conditions.

Purchased Content Licence means the number of Content Licences and Platform Licences specified in the Licensee’s Order, being the number of sessions that Users can access and use the Content.

Term means the period between the Content Licence Commencement Date and the earlier of the Content Licence End Date and the date the Licensor revokes the Content Licence in accordance with the terms of this Agreement.

User means an individual user of a Approved VR Technology that is an enrolled student of the Licensee.

1.2 In this Agreement, unless the context otherwise requires:

   (a) headings are for convenience only and will not affect its interpretation;

   (b) reference to any statute or statutory provision will include any modification or re‑enactment of, or any legislative provisions substituted for, and all legislation and statutory instruments issued under such legislation or such provision;

   (c) words denoting the singular will include the plural and vice versa;

   (d) words denoting individuals will include corporations, associations, trustees, instrumentalities and partnerships and vice versa;

   (e) words denoting any gender will include all genders; and

   (f) references to any party to this Agreement or any other document, deed or agreement will mean, in the case of a company, its successors and/or assigns and, in the case of a natural person, his representatives and permitted assigns.

2. Overview

2.1 The purchase of products through the Licensor’s website (the Website) is subject to the terms and conditions of this Agreement. By submitting the Licensee’s Order and purchasing products through the Website, the Licensee agrees to be bound by the terms of this Agreement.

2.2 The Licensee wishes to access the Platform to download the Content so that Users can view the Content using the Approved VR Technology for the Approved Purpose only.

2.3 The Licensee must not use the Approved VR Technology to view the Content in excess of the number of Purchased Content Licences.

2.4 This Agreement will apply to all Content Licences purchased through the Website, including any renewal, extension, or variation of such Content Licences. 

3. Platform Licence

3.1 Subject to the terms of this Agreement, the Licensor grants to the Licensee during the Term a revocable, non-exclusive licence to access and use the Platform for the purpose of downloading the Content using the Approved VR Technology for the Approved Purpose only and otherwise subject to the Platform Terms and Conditions.

3.2  The Licensee acknowledges and agrees that the Platform Licence granted to the Licensee pursuant to clause does not permit the Licensee to:

   (a) use, modify, copy, reproduce, or display the Platform in any way whatsoever except as permitted by clause 3.1; or

   (b) sublicence or grant access to the Platform to any other party whatsoever.

3.3 The Licensee acknowledges and agrees that:

   (a) The Licensor owns all right, title and interest in the Platform;

   (b) nothing in this Agreement will confer to the Licensee any right of ownership in the Platform;

   (c) the Licensee will not now or in the future contest the validity of the Licensor’s ownership of the Platform; and

   (d) the Licensor may use, modify, copy, reproduce, distribute, or display the Platform in any way it sees fit.

4. Content Licence

4.1 Subject to the terms of this Agreement, the Licensor grants to the Licensee during the Term a revocable, non-exclusive licence to display and transmit the Content using the Approved VR Technology for the Approved Purpose only.

4.2 The Licensee acknowledges and agrees that the Content Licence granted to the Licensee pursuant to clause 4.1 does not permit the Licensee to:

   (a) use, modify, copy, reproduce, distribute, or display the Content in any way whatsoever except as permitted by clause 4.1; or

   (b) display and transmit the Content in any electronic form via the the internet and third party networks (including, without limitation, telephone and wireless networks); or

   (c) use “stills” derived from Content without the prior written approval of the Licensor; or

   (d) do anything that would infringe the Moral Rights of the Content’s creator; or

   (e) sublicence the Content to any other party whatsoever.

4.3 The Licensee acknowledges and agrees that:

   (a) the Licensor owns all right, title and interest in the Content;

   (b) nothing in this Agreement will confer to the Licensee any right of ownership in the Content;

   (c) the Licensee will not now or in the future contest the validity of the Licensor’s ownership of the Content; and

   (d) the Licensor may use, modify, copy, reproduce, distribute, or display the Content in any way it sees fit.

5. Logo Licence

5.1 Subject to the terms of this Agreement, the Licensor grants to the Licensee a limited, non-exclusive, royalty-free license to use the Logos for the Approved Purpose only and to enjoy the benefit of the Content Licence.

5.2 The Licensee acknowledges and agrees that it will not in any way suggest or imply by the use of the Logos that Licensee is affiliated with, endorsed or sponsored by or created in association with Licensor except as agreed by Licensor in writing.

5.3 The Licensee acknowledges that Licensor owns all right, title and interest and to the Logos. The Licensee agrees not to do anything inconsistent with such ownership and all uses of the Logos will inure to the benefit of and on behalf of Licensor.

6. Delivery of Content

The Licensor will deliver the Content to the Licensee through the Platform to Approved VR Technology from the Content Licence Commencement Date.

The Licensee acknowledges and agrees that the Licensee is ultimately responsible for the connection between the Platform and the Approved VR Technology.

7. Use of Approved VR Technology

7.1 The Licensee acknowledges and agrees that:

   (a) the Licensee uses the Approved VR Technology and the Content at its own risk, and that the Licensee will ensure that each User is aware that they use the Approved VR Technology and the Content at their own risk;

   (b) if any User is 18 years or younger, the Licensee will obtain the written consent of the User’s parent or guardian (including acknowledgement and acceptance of the Platform Terms and Conditions) before the User is permitted to use the Approved VR Technology and Content;

   (c) the Licensee is solely responsible for ensuring that the User:

         (i) remains seated at all times while wearing the Approved VR Technology;

         (ii) does not use the Approved VR Technology in excess of the prescribed time limit;

         (ii) immediately ceases using the Approved VR Technology if the User claims to be, or appears to be, sick or in discomfort; and

         (iv) uses the Approved VR Technology in accordance with the Platform Terms and Conditions and Operating Instructions, and the Licensee’s approved personnel must supervise the use of the Approved VR Technology and Content at all times.

8. Licence Fee

8.1 The Licensee will pay to the Licensor the Licence Fee for the Purchased Content Licences on or before the Payment Date.

8.2 The Licence Fee is exclusive of GST. To the extent the supply of the Content Licence is subject to GST (or other value added tax), the Licensee will pay to the Licensor the amount of GST (or other value added tax if relevant) payable in relation to the supply of the Content Licence.

8.3 If the Licensee has agreed for the Licence Fee to be paid by direct debit, then the Licensee acknowledges and agrees that the Licensor will deduct the Licence Fee in accordance with the terms of this Agreement.

8.4 If the Licensee fails to pay the Licence Fee by the Payment Date, then without limiting the Licensor’s other remedies, the Licensee will pay interest on the overdue amount at a rate of 15% per annum. The interest will accrue on a daily basis from the Payment Date until full payment of the Licence Fee and any interest incurred.

9. Representations and Warranties

9.1 The Licensee represents and warrants to the Licensor that the Licensee:

   (a) will at all times comply with the terms of this Agreement and all legal requirements in connection with the use of the Platform and Content;

   (b) will be responsible for persons that access the Platform and view the Content (noting that the Content may be exempt from classification by the Australian Classification Board), and will ensure that persons under the age of 18 do not view Content that a reasonable person would believe is inappropriate for a person under the age of 18;

   (c) will adhere to all classifications and warnings published by the Licencor in relation to the Content;

   (d) will not sublicense, assign, transfer, pledge, offer as security, or otherwise encumber the Content or any of the rights granted in this Agreement in any way other than as expressly provided in this Agreement;

   (e) will not to use the Platform and Content in any manner or for any purpose in violation of the terms of this Agreement;

   (f) will not at any time during the term of this Agreement or thereafter:

         (i) challenge the title or any other rights of Licensor to the Platform or Content or any parts or derivatives or any variations of the Platform or Content;

         (ii) contest the validity of the copyright or other proprietary interests in and to the Platform and Content; or

         (iii) claim any right, title or interest in or to the Platform and Content or any parts or derivatives or variations; and

   (g) will use its best endeavours, and at its own cost take all steps necessary, to protect and enforce the Licensor’s rights and interests in the Platform and Content.

9.2 The Licensor represents and warrants to the Licensee that the Licensor:

   (a) has the right to grant the licenses in this Agreement;

   (b) owns all rights, title and interest in the Platform, Content and Logos; and

   (c) the rights granted to the Licensee pursuant to this Agreement will not infringe on the rights of any third party.

9.3 To the full extent permitted by law, the Licensor excludes all warranties, terms, conditions or undertakings, whether expressed or implied, in relation to the Platform, Content, Logos and the licences granted under this Agreement. Where any legislation implies any terms in this Agreement that cannot be modified or excluded then such terms will be deemed to be included. However, to the full extent permitted by law, the Licensor’s liability to the the Licensee for any breach of any terms that cannot be excluded by law is limited at the Licensor’s option to the re-supply of the Content or a refund of the Licence Fee.

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10. Indemnity and Limitation of Liability

10.1 The Licensee will indemnify the Licensor for any loss or damage whatsoever (including but not limited to loss of profits, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goods, loss of reputation, or loss of use or corruption of software, data or information) incurred by the Licensee as a result of the Licensee’s use of the Platform and Content, except to the extent the loss or damage is caused by the Licensor’s gross negligence, reckless acts or omissions, or material breach of this Agreement.

10.2 The Licensee will indemnify the Licensor for any loss or damage whatsoever (including but not limited to loss of profits, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goods, loss of reputation, or loss of use or corruption of software, data or information) incurred by the Licensor as a result of a breach of the terms of this Agreement by the Licensee or any of its officers, employees, contractors, agents, or Users.

10.3 Notwithstanding any other provision of this Agreement, and except to the extent that liability cannot be limited or excluded by law:

   (a) the Licensor will not be liable to the Licensee for any indirect loss whatsoever, including but not limited to loss of profits, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goods, loss of reputation, or loss of use or corruption of software, data or information;

   (b) the Licensor’s cumulative liability to the Licensee for any loss or damage whatsoever which arises under or in connection with this Agreement or the granting of the licences under this Agreement (excluding loss or damage to real or personal property, or personal injury to persons), and whether by way of an indemnity or statute, in tort (for negligence or otherwise), or on any other basis in law or equity, is limited to the value of the Licence Fee; and

   (c) the Licensor’s cumulative liability to the Licensee for any loss or damage to real or personal property whatsoever which arises under or in connection with this Agreement or the granting of the licences under this Agreement, and whether by way of an indemnity or statute, in tort (for negligence or otherwise), or on any other basis in law or equity, is limited to an amount equal to five (5) times the Licence Fee.

11. Confidential Information

Each party agrees to keep the other party’s Confidential Information confidential, and only use the Confidential Information for the purposes outlined in this Agreement. 

12. Term

12.1 This Agreement will bind the parties during the Term.

12.2 Subject to the Licensee not being in breach of this Agreement, the Term may be extended for successive periods of 365 days by the Licensee giving written notice to the Licensor and paying the Licence Fee.

12.3 The Licensor may immediately revoke the licences granted under this Agreement at any time in its absolute discretion by written notice to the Licensee if either:

   (a) the Licensor forms the view, acting reasonably, that the Licensee has or is likely to breach clause 2; or

   (b) an Insolvency Event occurs in relation to the Licensee; or

   (c) the Licensee breaches any term of this Agreement and fails to remedy that breach within twenty-four (24) hours of receiving written notice from the Licensor of the breach.

12.4 On the earlier of the Content Licence End Date and the date the Licensor revokes the Content Licence in accordance with clause 12.2, the Licensee must immediately:

   (c) cease displaying and transmiting the Content;

   (c) cease any action that is a breach of the Licensee’s obligations under this Agreement;

   (c) return to the Licensor any storage device within the Licensee’s possession or control that contains the Content, or delete the Content from all storage devices within the Licensee’s possession or control;

   (d) use its best endeavours to cause any third party to cease dealing with the Content in a way that is inconsistent with the terms of this Agreement.

The parties acknowledge and agree that clauses 1, 3.2, 3.3, 4.2, 4.3, 10, 11, 12.5, and 14 survive termination of the Platform Licence, Content Licence and this Agreement.

13. Notices

13.1 A notice or other communication connected with this Agreement (Notice) must be in writing and in English.

13.2 A Notice must be:

   (a) delivered to the recipient’s address or registered office;

   (b) posted to the recipient’s address or registered office by prepaid ordinary post (or airmail, if posted to or from a place outside Australia); or

   (c) emailed to the recipient’s email address, as set out at the start of this Agreement or as notified in writing from time to time.

13.3 Service of a Notice is deemed to have occurred, if sent:

   (a) as a delivered letter – at the time it is delivered;

   (b) as a posted letter – on the fifth day after posting;

   (c) by email – on the first day after it is sent, provided that the sender does not receive a message stating that delivery of the email has failed or the recipient is ‘out of the office’.

14. General

14.1 Each party to this Agreement warrants to each other party that:

   (a) delivered to the recipient’s address or registered office; it has entered into this Agreement voluntarily and without duress;

   (b) it has had a full and proper opportunity to obtain independent legal advice concerning the terms and effect of this Agreement; and

   (c) in entering into this Agreement it has not relied on any warranty, representation or other promise of any nature not contained in this Agreement.

14.2 Each party will be responsible for its own costs and expenses (including fees and expenses of its professional advisors) in relation to the transaction recorded in this Agreement.

14.3 If any provision of this Agreement offends any law applicable to it in a jurisdiction and is as a consequence illegal, invalid or unenforceable in that jurisdiction then:

   (a) where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and

   (b) in any case the offending provision must be severed from this Agreement for that jurisdiction in which event the remaining provisions of the Agreement operate as if the severed provision had not been included.

14.4 This Agreement can only be amended, supplemented, replaced or novated by another document signed by the parties.

14.5 The rights and remedies of a party under this Agreement do not exclude any other right or remedy provided by law.

14.6 This Agreement constitutes the entire agreement between the parties relating in any way to its subject matter and supersedes and merges all prior discussion and any prior agreement.

14.7 A party may not assign this Agreement or otherwise transfer the benefit of this Agreement or a right or remedy under it.

14.8 No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Agreement or any party of it.

14.9 Each party must take all steps, execute all documents and do everything necessary or desirable to give full effect to any of the transactions contemplated by this Agreement.

14.10 Each party consents to the signing of this Agreement by electronic means. The parties agree to be legally bound by this Agreement signed in this way. Any party may provide each other party with the ability to sign this document by electronic means, including by giving access to software or to an online service for this purpose.

14.11 The laws of the State of Queensland govern this Agreement. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that state.

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