INTELLECTUAL PROPERTY LICENCE AGREEMENT (SUPPLIER)
THIS AGREEMENT is made between Stock Vectors Pty. Ltd. as owner and
operator of StockVectors.com ("Stock Vectors Pty. Ltd.") and you as
the Supplier of the Intellectual Property ("The Supplier")
RECITALS:
A. Stock Vectors Pty. Ltd. is the owner and operator of StockVectors.com.
B. The Supplier is the owner of the Intellectual Property.
C. The Supplier wishes to grant Stock Vectors Pty. Ltd. a licence
with the right to grant sub-licences to use and exploit the
Intellectual Property.
THE SUPPLIER AND STOCK VECTORS PTY. LTD. AGREE AS FOLLOWS
1. INTERPRETATION
1.1 "Commencement Date" means the date the Supplier uploads or
otherwise delivers Intellectual Property to the Site.
1.2 "Licence Fee" means the licence fee payable by
Stock Vectors Pty. Ltd. to the Supplier pursuant to
clause 4.
1.3 "Intellectual Property" includes but is not limited to
the photographs, vectors, prints, diapositives, negatives,
images, illustrations, artistic work, designs, software,
flash files, data files in digital, hard copy, electronic,
or other format and includes all similar things.
1.4 "Site" means www.stockvectors.com
1.5 A reference to persons shall include corporations; words
including singular number shall include plural number and
vice versa; words including a gender shall include all
other genders.
1.6 Except for the purpose of identification headings,
underlinings, and bold type have been inserted in this
Agreement for the purpose of guidance only and shall not
be part of this Agreement.
2. COMMENCEMENT AND TERM
2.1 This Agreement shall commence on the Commencement Date
and shall continue thereafter from year to year and
shall remain in force indefinitely without the necessity
for notice or renewal subject always to the provisions
for termination hereinafter contained.
3. LICENCE
3.1 The Supplier hereby grants to Stock Vectors Pty. Ltd. a
licence (with the right to sub-licence) to use the
Intellectual Property to make, have made, use, reproduce,
copy, alter, enhance, embellish, re- use, reproduce,
distribute, publish, republish, upload, post, transmit,
print, crop, package and publicly display the
Intellectual Property and market the Intellectual
Property by any means and by whatever format
Stock Vectors Pty. Ltd. deems fit ("the Licence").
3.2 The Licence is either exclusive (pursuant to
Clause 16.2) or non-exclusive (pursuant to Clause 16.3)
at the option of the Supplier.
3.3 Stock Vectors Pty. Ltd. does not warrant that it shall
and it is not obliged to use the Intellectual Property
at all and may in its sole discretion delete the
Intellectual Property from the Site at any time for
any reason.
4. LICENCE FEES
4.1 Upon the sale of the Intellectual Property by
Stock Vectors Pty. Ltd. during the term of this
Agreement to a third party Stock Vectors Pty. Ltd.
shall pay the Licence Fee to the Supplier.
4.2 The Licence Fee comprises a percentage of the sale
price (excluding payment gateway processing fees)
received by Stock Vectors Pty. Ltd. from the third
party for each item of Intellectual Property and
varies according to whether the Supplier has granted
Stock Vectors Pty. Ltd. an exclusive or non-exclusive
Licence and whether the Supplier is a Vector Artist
or Photographer as follows:
4.2.1 Exclusive Licence Fee Percentage:
Vector Artist 35.00%
Photographer 10.00%
4.2.2 Non-Exclusive Licence Fee Percentage:
Vector Artist 20.00%
Photographer 7.00%
4.3 Stock Vectors Pty. Ltd. reserves the right to alter the
percentage payable by way of licence fee at any time
during the term of this Agreement provided it has first
notified the Supplier of the proposed change.
5. INFRINGEMENT
5.1 In the event the Supplier learns of any infringement or
threatened infringement of any of the intellectual property
rights, licensed by this Agreement or any common law passing
-off by reason of imitation or get-up or otherwise or that
any third party alleges or claims that any of the
Intellectual Property is liable to cause deception of or
confusion to the public, the Supplier shall immediately
notify Stock Vectors Pty. Ltd. in writing setting out
particulars of the infringement and the Supplier authorises
but does not require Stock Vectors Pty. Ltd. to institute
and prosecute any action against the infringement.
5.2 The proceeds from any judgement or settlement made by
Stock Vectors Pty. Ltd. and any action brought by it under
this clause shall be the property of Stock Vectors Pty. Ltd.
5.3 The proceeds of any judgement or settlement made by the
Supplier in any action brought by the Supplier and in
respect of which Stock Vectors Pty. Ltd. assisted shall
be shared between the Supplier and Stock Vectors Pty. Ltd.
equally.
5.4 The Supplier and Stock Vectors Pty. Ltd. shall each execute
all documents and do all things reasonably necessary to aid
and co-operate in the prosecution of any such actions brought
by the other under this clause.
6. TERMINATION
6.1 This Agreement may be terminated forthwith by either party
by written notice to the other party if the other party
commits any breach of any provision of this Agreement
and has failed to remedy such breach within thirty (30)
days of receipt of written notice requiring it to do so.
6.2 Stock Vectors Pty. Ltd. may by notice in writing terminate
this Agreement in any of the following circumstances:
6.2.1 The making or filing of an application to
wind up the Supplier under any law or government
regulation relating to bankruptcy or insolvency;
6.2.2 The appointment of a receiver or trustee for
all or for substantially all of the property of
the Supplier;
6.2.3 The making by the Supplier of an assignment or
an attempted assignment for the benefit of its
creditors; or
6.2.4 The institution by the Supplier of any proceedings
for bankruptcy or the liquidation or winding up of its
business; or
6.2.5 The Supplier in the opinion of Stock Vectors Pty. Ltd.
has materially misrepresented its capacity, identity or
ownership in the copyright of the Intellectual Property.
7. THE EFFECT OF TERMINATION
7.1 On termination of this Agreement Stock Vectors Pty. Ltd.
shall delete the Intellectual Property from the Site.
7.2 On termination of this Agreement any Licence Fee previously
paid shall remain the property of the Supplier and any
remuneration received by Stock Vectors Pty. Ltd. as a result
of its use of the Intellectual Property shall remain the
property of Stock Vectors Pty. Ltd..
7.3 Termination of this Agreement shall not affect the rights of
any sub-licencee of Stock Vectors Pty. Ltd. in respect of the
Intellectual Property or any adoption of it.
8. SUPPLIER'S WARRANTIES AND INDEMNITY
8.1 The Supplier warrants that the use of any or all of the
Intellectual Property by Stock Vectors Pty. Ltd. according
to the terms and conditions of this Agreement will not result
in infringements of proprietory rights of third parties.
8.2 The Supplier warrants that he is the owner of the copyright
in the Intellectual Property and that he has not hitherto
granted an exclusive licence to any other person to use the
Intellectual Property and undertakes not to grant any such
interest without giving prior notice to Stock Vectors Pty. Ltd.
8.3 The Supplier warrants that he has absolute ownership of the
Intellectual Property and title to any designs in or related
to the Intellectual Property and that there are no outstanding
encumbrances or other matters affecting his capacity to enter
this Agreement.
8.4 The Supplier warrants that he is 18 years or over and has
legal capacity to enter this Agreement.
8.5 The Supplier will indemnify and at all times hereafter hold
Stock Vectors Pty. Ltd. fully and effectively indemnified
against any losses, costs, actions, claims, demands, expenses,
judgements, court orders or other liabilities arising
directly or indirectly out of or in connection with any
claim made or threatened, whether by legal proceedings or
otherwise, against Stock Vectors Pty. Ltd. by a third party
on the grounds that by virtue of rights to which such third
parties lay claim, under letters patent, or copyright (whether
registered as a design or not) or any other similar right
or claim including (but without limitation) rights arising
from the disclosure under cover of confidence, such third
parties are entitled to prevent or interfere with the free
use of any or all of the Intellectual Property by
Stock Vectors Pty. Ltd. pursuant to this Agreement AND SO
THAT this indemnity will further extend to any claim against
Stock Vectors Pty. Ltd. by its customers in respect of any
similar loss or injury and court fees and expenses or
damages and costs and loss or injury suffered by compliance
with an injunction ordered on the part of such customer.
9. SUPPLIER'S PROCEDURE
9.1 The Supplier when logging into the Site to upload the
Intellectual Property shall also submit to
Stock Vectors Pty. Ltd. password and current email address
in order to create a valid account.
9.2 Stock Vectors Pty. Ltd. is not obliged to accept the
Intellectual Property, deal with the Intellectual Property
or pay the Licence Fee in respect of the Intellectual
Property unless valid identification of the Supplier is
provided to it.
10. NON - EXCLUSIVITY AND EXCLUSIVITY
10.1 If the Intellectual Property is submitted on a
non-exclusive basis, the Supplier may submit the
Intellectual Property to other persons.
10.2 Any Intellectual Property provided to
Stock Vectors Pty. Ltd. on an exclusive basis cannot be
sold, licensed, dealt with or used in any other manner
by the Supplier or any other person without the prior
written authority of the Stock Vectors Pty. Ltd.
11. WAIVER
Any waiver or forebearance in regard to the performance
of this Agreement shall operate only if in writing and shall
apply only to the specified instance, and shall not affect
the existence and continued applicability of the terms of
it thereafter.
12. ENTIRE AGREEMENT
This agreement embodies all the terms binding between the
parties and replaces all previous representations or proposals
not embodied herein.
13. ASSIGNMENT
13.1 The Supplier shall not assign all or any of his
rights hereunder without the prior written consent of
Stock Vectors Pty. Ltd. which consent it may grant or
not grant in its absolute discretion:
13.2 Stock Vectors Pty. Ltd. may at its discretion
assign all or any of its rights hereunder.
14. GENERAL
14.1 Amendments. This agreement may not be varied except
in writing signed by the parties.
14.2 Severability. If any provision of this agreement
is held by a recognised court of law to be unlawful,
invalid, unenforceable or in conflict with any rule of law,
statute, ordinance or regulation the validity and
enforceability of the remaining provisions shall not
be thereby affected.
14.3 Notices. All notices shall be in writing and shall
be given by any one of the following means:
14.3.1 By delivery to the address of the party by
business day during normal business hours;
14.3.2 By sending it to the address of the party by
pre-paid airmail post or by ordinary post; or
14.3.3 By sending it by facsimile transmission or email.
15. LIMITATION OF LIABILITY
15.1 Stock Vectors Pty. Ltd. does not warrant that the
Site is free of viruses or other contamination or
destructive features.
15.2 The Supplier uses the Site at his own risk.
15.3 Stock Vectors Pty. Ltd. shall not be liable to the
Supplier in respect of any action in contract, tort,
trade practices, sale of goods, breach of copyright
or any other intellectual property right whatsoever.
16 ACCEPTANCE
16.1 By supplying Intellectual Property to
Stock Vectors Pty. Ltd. and by applying for a Supplier's
account the Supplier acknowledges that he can speak and
read English having read and understood this Agreement
having had the time and opportunity to seek and having
sought prior legal advice in relation to it and the
Supplier agrees to abide and comply with and be bound
by the terms and conditions set out of this Agreement.
16.2 By ticking the box Exclusive Licence Agreement at
the end of this Agreement the Supplier grants
Stock Vectors Pty. Ltd. an exclusive licence to deal
with the Intellectual Property in the terms set out
in clause 3.
16.3 By ticking the box Non-Exclusive Licence Agreement
at the end of this Agreement the Supplier grants
Stock Vectors Pty. Ltd. a non-exclusive licence to deal
with the Intellectual Property in the terms set out
in clause 3.