Lincoln Institute LICENCE TERMS
Permission to use the Lincoln Materials is conditional upon you, our Client, agreeing to the licence terms set out below. By accepting the accompanying Terms & Conditions to which these Licence Terms are linked, you are deemed to have accepted the following terms. If you do not wish to accept the terms, you must not use the Lincoln Materials.
1. Acknowledgement
You acknowledge that the Lincoln Materials comprise content in which the intellectual property is either owned by Lincoln institute or licensed under strict conditions by a third party to Lincoln Institute. For these purposes, “intellectual property” includes but is not limited to copyright, trade marks, business and domain names, database rights and confidential information.
2. Intellectual property licence
Pursuant to this licence, you acquire a non-exclusive right to use the intellectual property comprised within the Lincoln Materials, subject to the terms set out below.
3. Copyright and Trade Marks
(a) You are not authorised to copy, reproduce, translate or reproduce the intellectual property except to the extent expressly directed and permitted by Lincoln Institute as part of the service which it offers to you.
(b) You acknowledge that the Lincoln Materials are the subject of copyright. You will not during or any time after the expiry or termination of this licence permit any act which infringes that copyright and, without limiting the generality of the foregoing, you specifically acknowledge that you may not copy the materials except as otherwise expressly authorised or acknowledged by this Licence.
(c) You will not during or at any time after the expiry or termination of this Licence permit any act which infringes Lincoln Institute’s trade marks, or the trade mark of a third party, used in connection with the Lincoln Materials.
(d) You must indemnify the Lincoln Institute fully against all liabilities, costs and expenses which the Lincoln institute may incur to a third party as a result of your breach of the copyright or trade mark provisions of this licence.
4. Confidentiality
You acknowledge that the Lincoln Materials comprise information which is confidential to the Lincoln Institute and in some respects to a third party. You accordingly agree not to use or disclose the Lincoln Materials in any matter other than as expressly permitted by the Lincoln Institute, except as may be required otherwise by law.
5. Privacy
If and to the extent that the Lincoln Materials contain personal information about any identifiable individual, you agree to use such information solely in accordance with prevailing and applicable privacy laws.
6. Consideration
There is no separate licence fee payable in respect of this licence. The consideration for the grant of this licence is incorporated within the fees which you pay to Lincoln Institute for its services.
7. Your obligations
You hereby undertake the following specific obligations:
(a) to not copy, reproduce, translate, adapt, vary or modify the Lincoln Institute Materials without the express consent of the Lincoln Institute;
(b) to supervise and control the use of the Lincoln Institute Materials in accordance with the terms of this licence;
(c) to ensure your employees, sub-contractors and other agents who for any reason may have authorised access to the Lincoln Institute Materials are made aware of the terms of this licence;
(d) to not provide or otherwise make available the Lincoln Institute Materials in any form to any person other than those referred to in paragraph (c) without the written consent of the Lincoln Institute; and
(e) to not give, lease, assign, licence, sub-licence, transfer, distribute, disclose, disseminate or publish the Lincoln Institute Materials in any form to any other person or attempt to do any of these acts.
Without limiting the foregoing, you agree to keep the Lincoln Materials secure and to take reasonable measures to protect the materials against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
8. Liability
(a) Subject to paragraph (b), Lincoln Institute will not be liable for any indirect or consequential loss or damage arising out of a breach of this agreement or arising out of the supply of defective materials.
(b) Nothing in this agreement excludes, restricts or modifies any condition, warranty, right or liability implied in this agreement or protected by law to the extent that such exclusion, restriction or modification would render this agreement or any provision of this agreement void, illegal or unenforceable. Subject to the foregoing, any condition, warranty, right or liability which would otherwise be implied in this agreement or protected by law is excluded.
(c) The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this agreement (by virtue of any law relevant to this agreement) is excluded.
(d) Pursuant to s 64A of the Australian Consumer Law, liability for breach of a guarantee conferred by the Australian Consumer Law other than those conferred by ss 51–53 of that law, is limited:
(I)in the case of goods, to any one of the following as determined by the Lincoln Institute:
(A) the replacement of the goods or the supply of equivalent goods; or
(B) the repair of the goods; or
(C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(D) the payment of the cost of having the goods repaired;
(II) in the case of services, to any one of the following as determined by the Lincoln Institute:
(A)the supplying of the services again; or
(B) the payment of the cost of having the services supplied again.
9. Term of licence
(a) This licence commences upon your authorised receipt of the Lincoln Materials.
(b) The licence may be terminated in the following circumstances:
(i) if you are in breach of any term of this agreement;
(ii)if you become the subject of insolvency or bankruptcy proceedings; or
(iii) if and to the extent Lincoln Institute loses the right to sub-license any third party content comprised within the Lincoln Materials.
(c) Termination pursuant to this clause will not affect any rights or remedies which Lincoln Institute or a third party may have otherwise under this licence or at law.
10. Assignment
You may not assign, sub-license or otherwise deal in any way with the benefit of this licence without the Lincoln Institute’s written consent.
11. Waiver
Failure by the Lincoln Institute to enforce at any time any of the provisions of this licence will not be construed or deemed to be a waiver of its rights under this licence.
12. Governing law
This licence will be governed by and construed according to the law of the State of New South Wales, Australia