BETWEEN: THE GLASTONBURY COMPANY PTY LTD ACN 009 370 236 of 119 Derby Road, Shenton Park in the State of Western Australia ('Glastonbury')
AND: you ('the Trainee')
A. GILY Corp is the owner of Copyright in the Training Materials and has granted Glastonbury an exclusive licence to sub licence the Training Materials.
B. Glastonbury has agreed to grant the Trainee a non-exclusive licence, subject to the terms and conditions of this Agreement, to use and reproduce the Training Materials for their personal use when undertaking the Program during the Term.
C. These terms and conditions will bind the Trainee in respect of its access to and use of the Training Materials.
1. DEFINITIONS AND INTERPRETATIONS
In this Agreement, the following terms have the following meanings:
'Agreement' means this Agreement, including the Recitals, and any Schedules or Annexures, as may be amended from time to time.
'Commencement Date' means the date of sign up for the Program by the Trainee.
'Confidential Information' means confidential information and know-how of Glastonbury relating to the Program including, but not limited to, confidential know how relating to the delivery, design, and operation of the Program, business and teaching methods and systems and marketing plans embodied in documents, software, photographs, diagrams, audio and video tapes or any other form.
'Copyright' means any and all copyright which vests by virtue of the _Copyright Act 1968_ (Cth).
'GILY Corp' means GILY Corp Pty Ltd ACN 009 316 018 as trustee for the Campbell Family Trust
'Intellectual Property Rights' means all intellectual property rights of whatsoever nature including but not limited to patents, copyright, circuit layout rights, designs, trade marks and the right to have confidential information kept confidential (whether pursuant to any Agreement or other undertaking of confidentiality which is enforceable by the holder of such rights against any third party, or otherwise) and any application or right to apply for the registration of any of these rights.
'Licence Fees' means the licence fees as specified on the Sign Up Page.
'party' or 'parties' means a party or the parties to this Agreement, as the case requires.
'Program' means the 7 Keys of Kindness program authored by Wendy Campbell for GILY Corp and licensed to Glastonbury.
'Purpose' means personal (non commercial) use of the Training Materials in the course of undertaking the Program.
'Sign Up Page' means the online sign up page for access to the Program and Training Materials.
'Term' means the term specified on the Sign Up Page.
’Trade Marks’ means the Glastonbury name and logo and any other trade marks applied by Glastonbury to the Training Materials from time to time.
'Training Materials' means the Program training materials licensed to the Trainee hereunder.
'Updates' means updates to the Training Materials.
'Website' means the website located at www.glastonbury-company.com.
In this Agreement, unless the context dictates otherwise:
(a) clause headings have been inserted for convenience only, and will not be taken into account in interpreting the Agreement;
(b) words importing the singular include the plural and vice versa;
(c) words importing natural persons include firms and corporate bodies or other legal persons, and vice versa;
(d) references to currency are references to Australian dollars (AUD); and
(e) reference to a party to this Agreement includes reference to that party's successors and assigns.
2. GRANT OF LICENCE
2.1. In consideration of the Trainee's payment of the Licence Fees to Glastonbury, Glastonbury hereby grants to the Trainee, a non-exclusive licence to access the Training Materials via the Website and to use the Training Materials for the Purpose during the Term in accordance with the terms and conditions of this Agreement.
2.1. The Trainee will:
(a) only use the Training Materials for the Purpose and will not allow any of the Training Materials to be used or accessed by any third party without the prior written consent of Glastonbury;
(b) ensure that the Training Materials are protected at all times from misuse, destruction or any forms of unauthorised use by the Trainee or any third party;
(c) adhere to all requirements contained in this Agreement and any documentation provided to the Trainee by Glastonbury under this Agreement;
(d) ensure that they do not make any copies of the Training Materials other than as authorised by Glastonbury on the Website and for personal use only.
(e) not remove the Trade Marks or '(c) 2023 GILY Corp Pty Ltd' notice from any permitted copies of the Training Materials made by the Trainee; and
(f) follow all reasonable instructions given by Glastonbury from time to time with regard to the Trade Marks.
3.1. Provided that the Licence Fees are then fully paid up to date by the Trainee, Glastonbury may in its sole discretion provide the Trainee with Updates during the Term, free of charge.
3.2. Use of the Updates will be subject to the same terms as use of the Training Materials under this Agreement.
4.1. The Trainee will pay all fees due and payable to Glastonbury under this Agreement in the amounts and at the times as invoiced to the Trainee by Glastonbury from time to time.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. GILY Corp owns and retains all Intellectual Property Rights (including Copyright) in the Training Materials and the Updates, including without limitation any modifications or improvements to the Training Materials made by any party and all copies thereof.
5.2 Glastonbury owns all Intellectual Property Rights in the Website and Website pages and is licensed to sub-licence the Training Materials to the Trainee.
5.3. The Trainee warrants that it will follow all reasonable instructions given by Glastonbury from time to time regarding GILY Corp and Glastonbury's Intellectual Property Rights and that it will not do anything to diminish the value of, or contest in any way, GILY Corp or Glastonbury's Intellectual Property Rights.
5.4. The Trainee undertakes that it will inform Glastonbury immediately if the Trainee becomes aware that any of GILY Corp or Glastonbury's Intellectual Property Rights are being or may be infringed, but Glastonbury need not initiate legal action against an actual or putative infringer and may settle any dispute by such means as it determines to be effective and in the best interests of Glastonbury.
5.5. In respect of any written or other materials posted by the Trainee as part of the Program Website (collectively -- 'Trainee Materials'), the Trainee warrants that it owns or has the right to post the Trainee Materials and that they do not infringe any other person’s rights, including copyright.
6.1. The Trainee may use the Confidential Information only for the purposes of this Agreement, and will not use it otherwise.
6.2. The obligations in this clause will survive the expiry or termination of this Agreement.
7. LIMITATION OF LIABILITY
7.1. The Trainee is solely responsible for its own use of the Training Materials, and, except in relation to non-excludable liability, Glastonbury is under no liability to the Trainee in respect of any loss or damage (including consequential or remote loss) which may be suffered or incurred or which may arise directly or indirectly in respect of the use of the Training Materials or the Program by the Trainee.
7.2. The Trainee will at all times indemnify and hold harmless Glastonbury, its employees and agents in respect of any third party claim for any injury, loss, or damage occasioned by or arising directly or indirectly from a breach of this Agreement by the Trainee or any wilful, unlawful or negligent act or omission of the Trainee.
8. TERM & RENEWAL
8.1. This Agreement will commence on the Commencement Date and continue for the duration of the Term unless earlier terminated pursuant to this Agreement.
9.1.Glastonbury may terminate this Agreement with immediate effect by giving notice to the Trainee if the Trainee breaches any of its obligations under this Agreement and (a) fails to remedy that breach within seven (7) days after receiving notice requiring it to do so; or (b) the breach is incapable of remedy. .
9.2. Upon the expiry or earlier termination of this Agreement, the Trainee will immediately:
(a) pay all sums owing to Glastonbury under this Agreement;
(b) cease accessing the Program;
(c) return to Glastonbury or destroy its copies of the Training Materials or otherwise deal with such items in the manner directed by Glastonbury; and
(d) cease to use all Intellectual Property Rights of Glastonbury.
9.3. Termination of this Agreement for any reason will not affect the accrued rights or remedies of either party.
10. ASSIGNMENT & SUBCONTRACTING
10.1. The Trainee may not sub-licence, sub-contract, transfer or assign any of its rights or obligations under this Agreement, without the prior written consent of Glastonbury and subject to such terms as Glastonbury may require.
11.1. If any part of this Agreement is deemed illegal or unenforceable, then:
(a) if the provision would not be illegal or unenforceable if a word or words were omitted that word is or those words are severed; and
(b) in any other case the provision is severed,
and the rest of this Agreement will continue to be legal and enforceable.
12.1. The failure of a party at any time to insist on the performance of any obligation under this Agreement is not a waiver of its right to insist on the performance of that obligation at any other time.
13. ENTIRE AGREEMENT
13.1. This Agreement is the entire agreement between the parties in relation to the subject matter of this Agreement, and may be varied only by written agreement between the parties.
14. GOVERNING LAW
14.1. This Agreement will be governed by and construed in accordance with the laws of the State of Western Australia and where applicable the laws of the Commonwealth of Australia, and the parties submit to the jurisdiction of the courts of Western Australia.