Sublicensee Agreement

This LICENCE AGREEMENT (hereinafter referred to as “the Agreement”) acts as an agreement between Music Aural Theory Trainer Pty. Ltd. (Licensor), and Sub-Licensee, subject to and conditional upon the License agreement between Licensor and Licensee.

    1. This Deed shall be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales and the parties agree to submit to the jurisdiction of the Courts of that State and in the event of any dispute between the parties, the Consultant and the Company shall abide by the decision of the Court.
    1. The Licensor grants to the Licensee a License over the Licensed IP for the purposes mentioned in the License agreement between Licensor and Licensee.
    2. The Sub-Licensee shall pay the License Payments to the Licensor as set out in this Agreement.
    3. This Agreement shall not transfer or otherwise affect ownership of Licensed IP.
  3. TERM
    1. The Licence shall commence on the date of purchase and shall continue for a minimum 10-week commitment Term, continuing on a rolling basis, unless terminated earlier by the Licensor.
    2. The Sub-Licensee may terminate this agreement upon completion of the 10-week minimum Term specified in clause 1.
    3. Sub-licensee agrees that the Term of this Agreement is subject to the ongoing Licence agreement between Licensor and Licensee.
    1. During the term of this agreement, Licensor will be paid by the Sub-Licensee by way of remuneration in accordance with the fee structure set out in the Licence Agreement between Licensor and Licensee.
    2. All fee quotes are inclusive of GST unless otherwise stated.
    3. All payments by the Licensee to the Licensor shall be paid in Australian dollars.
    1. The Licensee remains at all times responsible for the operations of its sublicensees relevant to this Agreement as if the operations were carried out by the Licensee
    1. A Party may make a publication or presentation (including but not limited to media or advertising) based on or referring to the Licensed IP subject to not disclosing any Confidential Information of the other Party. The publication or presentation will acknowledge that the IP was developed by the Licensor.
    2. No media statement or announcement concerning this Agreement shall be made unless approved by all Parties or is required by law.
    1. You consent to our collection and use of personal information about you, provided by you and other sources for the purpose of fulfilling the objects of this agreement. Disclosure of such information may be compelled by law.  You also authorise us to disclose such information where necessary to others in furtherance of the work you have asked us to do.
    1. Both parties shall treat the contents of this Agreement and the arrangements contemplated in it as confidential and neither disclose them to any persons except with the prior written consent of the other party.
    2. During the Term the parties to this agreement jointly and severally covenant with each other not to make public or divulge to any person, company or other legal entity any trade or other secrets or processes or any other information concerning the business, operations or finances of the other party or any of its dealings, transactions or affairs or otherwise do any act or omit to do any act which directly or indirectly will or might reasonably be expected to injure the goodwill, business or reputation of the other party.
    1. All express and implied terms, conditions and warranties which might otherwise apply to, or arise out of this Agreement are excluded, other than as expressly set out in this Agreement or which cannot be lawfully excluded. For the avoidance of doubt, nothing in this Agreement is to be construed as a representation or warranty by the Licensor that (a) use of Licensed IP will not infringe any third party Intellectual Property rights; (b) any patent application for Licensed IP will be granted; or (c) that any registration of Licensed IP will not subsequently be declared invalid or cease.
    2. The Licensee is solely responsible for all risks associated with manufacture and use of Licensed IP and Products by the Licensee or its customers, suppliers, sublicensees and any other person accessing Licensed IP or Products through the Licensee, and the Licensor makes no representations or warranties in this regard. The Licensor shall not be liable for any loss, damage or liability (including special, indirect, consequential or incidental loss) howsoever arising in connection with use of Licensed IP or Products by any person.
    3. The Licensor’s liability under or in connection with this Agreement for any and all damage, loss or liability, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, is excluded. To the extent to which liability cannot be lawfully excluded, the Licensor’s liability under or in connection with this Agreement including liability for any condition or warranty implied by law, for any and all damage, loss or liability, whether in contract or tort (including negligence), for breach of statutory duty or otherwise, is limited to the total Licence Payment or Royalty paid by the Licensee during the preceding 3 year period.
    1. The Sub-Licensee releases and indemnifies (and will keep indemnified) the Licensor from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or damage suffered by any of those indemnified, arising from any claim, demand, action or proceeding by any person against any of those indemnified, in connection with commercialisation or other use of the Licensed IP and Products by the Licensee or its sublicensees. This indemnity is cumulative upon and in addition to any other right or remedy available to the Licensor.
    2. Each Party warrants that it will maintain, at its own cost, adequate relevant insurances as appropriate in connection with its activities under this Agreement.
    1. For Unauthorised Use: The Licensor may terminate this Agreement with immediate effect by written notice to the Licensee where it determines in its reasonable discretion that the Licensee has used or is intending to use Licensed IP other than for the purpose of using M.A.T.T. as an educational resource.
    2. Surviving rights: Termination or expiry of this Agreement does not affect the accrued rights and remedies of the Parties. Provisions of this Agreement intended to survive termination or expiry will remain in full force and effect following the termination or expiry of this Agreement.
    3. Sub-Licensee must directly notify M.A.T.T. in writing to cancel subscription, which may be done so anytime after the 10-week minimum commitment period.
    1. Any provision of this Agreement that is or becomes invalid, unlawful, void or unenforceable shall be capable of severance without affecting the validity of any remaining provisions.
    2. This Agreement may be executed in counterparts, all of which taken together constitute one document. An executed counterpart may be delivered by any electronic means.
    3. A Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right and the exercise of a power or a right does not preclude its future exercise or the exercise of any other power or right.
    4. Nothing in this Agreement or in the relationship of the Parties will, without more, constitute any partnership, joint venture, employer / employee or agency relationship between the Parties and no Party has any authority to bind any other Party except with the express written approval of that other Party.
    5. This Agreement shall be binding upon the Parties and their successors and permitted assigns.
    6. The Sub-Licensee may not assign this Agreement, or any right or obligation under it, without the prior written consent of the Licensor.
    7. This Agreement contains the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings between them in connection with it.