Licence Agreement

BACKGROUND

Curriculum Corporation is a curriculum development and publishing company whose members comprise the Education Ministers of the States, Territories and Commonwealth governments of Australia. Curriculum Corporation has developed a Database known as the Schools Online Thesaurus or ScOT ('the Database'). The Database is a thesaurus or controlled vocabulary for describing the subject of online curriculum content in the Australian and New Zealand schools education sector.

Curriculum Corporation of Level 5, 440 Collins Street, Melbourne, Victoria, Australia (ABN 18 007 342 421) (referred to as 'Us' or 'We'), as owner of the intellectual property rights in the Database, will allow You to use the Database only if You agree to the terms and conditions below (Licence Agreement).

• "You" or “Your" refers to the person or company who agrees to or rejects the Licence Agreement.
• 'Licence Licence Agreement' means this Licence Agreement and includes the licence.
• 'Database' means the means the Schools Online Thesaurus or ScOT, the thesaurus or controlled vocabulary for describing the subject of online curriculum content in the Australian and New Zealand schools education sector, and includes any associated applications and software to support ScOT or enable it to function.

BEFORE YOU USE THE DATABASE YOU MUST CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS LICENCE AGREEMENT. IF YOU AGREE TO THE TERMS, CLICK ON THE “ACCEPT" BUTTON. IF YOU DO NOT AGREE TO THE TERMS, CLICK THE “REJECT" BUTTON AND YOU WILL NOT HAVE ACCESS TO THE DATABASE.

TERMS OF LICENCE AGREEMENT

1. COMMENCEMENT AND DURATION

1.1. The Licence Agreement, and the Licence under it, commences on the date You click on the “Accept" button and, subject to clause 8, the Licence is perpetual.

1.2 Upon the termination or expiry of the Licence Agreement, You must immediately cease to Use the Database in any medium.

2. GRANT OF LICENCE

2.1. We grant You a non-exclusive, perpetual Licence to Use the Database for the Purpose only in Australia on the Site in accordance with the terms and conditions of this Licence Agreement.

2.2. You acknowledge and agree that We are under no obligation to provide any support services for the Database including without limitation, any advice, training or to provide any enhancements, improvements, modifications or new releases in respect of the Database to You.

2.3. The Licence is granted free of any Licence fee or royalties. At any time during the currency of this Agreement, We reserve the right to impose a Licence fee.

• 'Licence' means the licence to use the Database granted by Us to You by the operation of this Licence Agreement.
• '*'Purpose' means non-commercial educational purposes.
• 'Site' means Your ordinary place of business.
• 'Use' means to read, view, perform, operate or copy the Database, or to modify or alter the Database, to support the following uses:
  • a. use of the whole or part of the Database within a Software application or system to aid discoverability of resources;
  • b. use of terms from the Database for the creation of descriptive metadata;
  • c. use of the Database internally by You;
  • d. use of the Database by You in the course of providing a non-commercial education service to a Third Party.

3. TERM

3.1 This Licence Agreement will commence on the Commencement Date and continue unless terminated earlier pursuant to the terms of this Licence Agreement.

3.2 To the extent that You have used the Database prior to the Commencement Date, such use will be deemed to have occurred subject to the terms of this Licence Agreement.

4. LICENCE CONDITIONS

4.1 This Licence does not grant You the right:

• (a) subject to Part III Division 3 of the Copyright Act 1968, to decompile, reverse engineer or reverse assemble the Database or any part of the Database or commit or cause a third party to do any of those things to the Database or any part of the Database without Our prior written consent; or
• (b) to allow a third party to use the Database by means of a sublicence or otherwise; except as permitted by clause 4.2.

4.2 You may allow a third party to Use the Database only to assist You with the Purpose.

4.3 You will ensure that any copy of the Database made in accordance with Part III Division 3 of the Copyright Act 1968 bears notice of Our ownership of the Intellectual Property Rights vesting in the Database.

4.4 You must retain Our attribution of authorship, trade mark or logo, copyright statement or disclaimer, within, on or in relation to the Database - in the same relationship as We provide it to You. Any such trade mark or logo remains Our property, and shall not be used by You for any other purpose.

4.5 You must not do anything in relation to the Database which would constitute misleading or deceptive conduct.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 You agree and acknowledge that:

• (a) We are the owner of all Intellectual Property Rights subsisting in the Database;
• (b) neither the terms of this Licence Agreement nor the Licence transfer title or ownership of the Database to You; and
• (c) We reserve all rights in the Database other than the rights granted to You under the terms of this Licence Agreement.

*'Intellectual Property Rights' means any and all intellectual and industrial property rights (including without limitation, patents, designs, circuit layouts, copyright (including future copyright and rights in the nature of and analogous to copyright), trade names and trade marks) conferred under statute or common law or equity in any country.

6. SECURITY

6.1 You will be responsible for the Use and control of the Database and will ensure that the Database is protected at all times from access or use by any person not authorised by the terms of this Licence Agreement.

7. Material

7.1 We may in our discretion provide You with Material.

7.2 You agree and acknowledge that We own the Intellectual Property Rights in the Material. *'Material' means any functional specifications and/or guidelines associated with the Database that may be issued by Us from time to time.

8. TERMINATION

8.1 We may terminate this Licence Agreement and the Licence operating under it, immediately by notice from Us to You if any one or more of the following occurs:

• a) You breach the Licence or this Licence Agreement; or
• b) We cease to exist and its obligations are not assigned to any restructured or substitute entity.

8.2 Upon the termination of the Licence by Us under this Licence Agreement, You must

• (a) immediately cease exercising the Licence including ceasing to Use the Database;
• (b) cease storing the Database in any medium whatsoever, whether electronically or in hard copy; and
• (c) destroy all copies of the Database in Your possession and control or return them to Us.

8.3 Notwithstanding clause 8.1, either party may terminate this Licence Agreement for any reason on the provision of three months written notice to the other party.

8.4 Termination of this Licence Agreement will not affect the rights or obligations which have accrued prior to the date of termination and any other rights and obligations which under this Licence Agreement are expressed to survive termination.

9. RISK

You agree and acknowledge that:

• (a) the Database may have inherent defects, errors and deficiencies;
• (b) You Use the Database, the Material and any advice, opinions or information supplied by Us concerning the Database entirely at its own risk;
• (c) You are responsible for its use of any information generated by the Database; and
• (d) You will not hold Us, Our officers, employees or agents liable for any loss, expense or damage of any nature, whether direct, indirect or consquential, resulting from the Use of, or the inability to Use, the Database.

10. WARRANTIES

10.1 You warrant that, on the commencement of the Licence and at all times during the currency of this Licence Agreement, You will ensure compliance by Your employees with the terms and conditions of the Licence;

10.2 You must notify immediately Us if You become aware of, or suspect, any breach of the Licence and agrees to take all steps reasonably required by Us to stop the breach.

10.3 To the extent lawful We make no representations or, subject to clause 10.4, warranties:

• (a) as to the suitability or compatibility of the Database to Your computer system(s); or
• (b) that the Database is free of error, defect, virus or other harmful element.

10.4 To the extent that We are liable in relation to Your Use or inability to Use the Database, Our liability is limited to providing You access to the Database.

11 INDEMNITY

11.1 You agree to indemnify Us in respect of any loss, damage, liability or expense, whether direct, indirect or consequential, arising from:

• a) a breach of the Licence or this Licence Agreement; and/or
• b) any wilful, unlawful or negligent act or omission by You, Your employees, servants, agents , or any person claiming to exercise their rights under this Licence Agreement through You.

12. THIRD PARTY INFRINGEMENT

12.1 You must immediately report any suspected infringement of the Intellectual Property Rights in the Database of which You become aware, to Us. You must not take any steps to prevent the Intellectual Property Rights in the Database from being infringed, or take any action in respect of an apparent infringement, without Our written consent.

12.2 You must do anything We reasonably require to enable Us to decide whether to take action in respect of an actual or threatened infringement. We are not in any circumstances required to take action. If We decide to take action, You must, at Your own expense, do everything We reasonably require to assist Us in relation to that action.

12.3 You must promptly notify Us in writing if there is a claim against You that Your use of the Database constitutes an infringement of a third party's Intellectual Property Rights.

12.4 We are entitled to take over control of any claim of the type referred to in clause 12.3, and to defend or settle the claim and any proceedings in relation to the Database. You must, at its own expense, do everything reasonable to assist Us in relation to the claim or the proceedings.

13. NOTICES

13.1 A notice under this Licence Agreement:

• a) may be emailed by one party to the other; b) will be deemed to be effective from the date of receipt by the addressee; and c) if received after 5.00 pm (according to Your time standard, is deemed to be effected on the next business day.

14. AMENDMENTS

14.1 With the exception of clause 2.3, this Licence Agreement may be varied only by written agreement between the parties.

15. ASSIGNMENT

15.1 We may assign or novate Our rights under this Licence Agreement to a successor.

15.2 The Licence Agreement is not assignable or novatable by You.

16. APPLICABLE LAW

16.1 This Licence Agreement will be governed by and construed according to the law of the State of Victoria, Australia.

If You agree to enter into this Licence Agreement, which means You consent to be bound by the above terms and conditions, click on the “ACCEPT" button.

If you do not agree to enter into this Licence Agreement, click on the “REJECT" button or simply exit this web page.