LICENCE AGREEMENT
BETWEEN Taimona Panapa, trading as Te Rangikaiata, (hereinafter called the “Owner”); and
AND user of reo.terangikaiat.co.nz site (hereinafter called the “Licensee”).
BACKGROUND
The Owner owns the Licensed Materials, including all Intellectual Property in the Licensed Resources; and
The Owner wishes to grant to the Licensee and the Licensee wishes to accept a non-exclusive, limited, and revocable licence to access and use the Licensed Materials in New Zealand for the term of this Agreement.
AGREEMENT
Definitions
The following terms shall have the corresponding meanings:
“Agreement” means this Licence Agreement, including any schedules.
“Authorised Users” means full or part time employees (i.e. teachers) and students of the Licensee.
“Copyright” means the copyright subsisting in the artistic and literary works relating to or referencing the Licensed Materials as developed by the Owner.
“Intellectual Property” means all intellectual property rights, title and interest in and to the Licensed Materials, including but not limited to, Copyright, Trade Marks, Know How, text, graphics, logos, software, computer code, products, and all rights in confidential information and data relating to the Licensed Materials.
“Know How” means all methods, inventions, designs, drawings, tests, reports, procedures, models, manuals, formulae, educational guidelines, and the like and all other knowledge and know-how, whether or not capable of being protected by patent or otherwise.
“Licensed Materials” means the online and multimedia educational and learning resources called “Te Reo Makitaunu a Te Rangikaiata” for teaching reo Māori to students and teachers, which includes but is not limited to, unit and lessons plans, course packs, videos, text, student worksheets, print resources, professional development resources, explanations of tikanga (protocol) and deliverables developed by the Owner, including all Intellectual Property Rights underlying or forming part of the Licensed Materials.
“Trade Marks” means any trade marks registered or unregistered relating to the Licensed Materials including without limitation the trade mark(s) listed in Schedule 1, together with any further applications and registrations of such trade marks as the Owner may notify to the Licensee in writing from time to time.
Grant of Licence
The Owner grants to the Licensee a limited, non-exclusive, and revocable license to access and use the Licensed Materials in connection with non-commercial teaching and educational courses offered by the Licensee, and the rights to provide the Licensed Materials to Authorised Users (which are defined above) in accordance with the terms and conditions of this Agreement.
The Owner owns all rights, title and interest, including Intellectual Property in and to the Licensed Materials and nothing in this Agreement shall be interpreted to transfer ownership of the Licensed Materials or Intellectual Property in the Licensed Materials from the Owner to the Licensee or Authorised Users.
Usage Rights and Restrictions
3.1 Except with the prior written consent of the Owner, the Licensee and Authorised Users may access, view or download the Licensed Materials solely for teaching, educational and non-commercial purposes only.
3.2 The Licensee and Authorised Users must not otherwise use, copy, reproduce, reformat, republish, create derivative works, store, alter, modify, update or revise the Licensed Materials or transmit in any form or by any means (in whole or in part) any of the Licensed Materials without the prior written approval of the Owner.
3.3 The Licensee and Authorised Users must not sell or distribute any Licensed Materials on a commercial basis or exploit the Licensed Materials in anyway without the Owner’s express permission given in writing.
3.4 Except as specifically provided elsewhere in this Agreement, the Licensee shall not knowingly or intentional permit anyone other than Authorised Users to use the Licensed Materials.
3.5 The Licensee and Authorised Users may not remove, obscure or modify any valid copyright or trade mark notices included in the Licensed Materials.
3.6 The Licensee and Authorised Users will keep confidential information obtained from the Owner in any format confidential and will not disclose confidential information to any person or use that confidential information without the consent of the Owner.
Access to Licensed Materials
4.1 The Owner will provide or otherwise make available the Licensed Materials to the Licensee and its Authorised Users through Google Links.
4.2 The Licensee and Authorised Users agree that from time to time the Owner may remove the Licensed Materials for indefinite periods of time or cancel the access and use of the Licensed Materials at any time at its sole discretion).
Modifications of Licensed Materials
5.1 From time to time, the Owner may add, change or modify portions of the Licensed Materials or migrate the Licensed Materials to other formats at its sole discretion.
5.2 The Owner reserves the right to withdraw from the Licensed Materials any item or part of an item at any time at its sole discretion.
Term and Termination
This Agreement shall begin on the date of this agreement (appearing in the entitling) and shall continue until terminated by the Owner.
The Owner may at any time and for any reason terminate this Agreement upon notice to the Licensee. Such termination shall have immediate effect.
Upon termination, all rights and licenses granted by the Owner to the Licensee will immediately cease. The Licensee and Authorised Users must immediately cease all use and access of the Licensed Materials, including all Intellectual Property.
At the Owner’s request, the Licensee and Authorised Users must promptly return or delete all data, information, materials or Intellectual Property in their possession or control relating to the access and use of the Licensed Materials any applicable data, meta data and other content that the Owner makes available to you through using the Licensed Materials.
Privacy and Authorised Users
7.1 The Licensee must comply, and ensure that Authorised Users comply, with the Privacy Act 2020 and any other applicable law or regulations relevant to the access and use of the Licensed Materials.
7.2 The Licensee may allow Authorised Users to use and access the Licensed Materials, provided that the Licensee procure that all Authorised Users are subject to terms and conditions which are consistent with this Agreement.
7.3 The Licensee will be responsible for and monitor Authorised Users compliance with this Agreement and enforce same against such Authorised Users.
Disclaimer of Warranties
The Owner does not guarantee, represent or warrant that access and use of the Licensed Materials will be uninterrupted, timely, secure or error free.
The Licensee expressly acknowledges and agrees that use of, or inability to use, the Licensed Materials is at its sole discretion. The Licensed Materials are provided “as is” and “as available” for the Licensees and Authorised Users use, without any representations, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions or merchantability, merchantable quality, fitness for a particular purpose, durability, title and non-infringement.
Limitation of Liability
To the maximum extent permitted by law, the Owner excludes all warranties, representations, and conditions in relation to the Licensed Materials (whether express or implied) including any warranties of availability, merchantability, fitness for purpose or non-infringement.
The Licensee acknowledges and agrees that the Owner will have no liability for the performance of the Licensed Materials in relation to any use or purpose other than that which has been specifically prescribed by the Owner in this Agreement.
Despite anything contained in this Agreement, the Owner’s liability to the Licensee and Authorised Users for anything arising from or connected to the Licensed Materials or the Agreement, and whether arising in tort (including negligence), contract, breach of statutory duty, equity or otherwise arising from any relationship with the Licensee or Authorised Users is excluded to the fullest extent permitted by law.
General Provisions
The parties confirm that this written agreement constitutes the entire agreement between the parties. This agreement may be varied from time to time, but such variation will be in writing and signed by or on behalf of both parties.
Neither party will be responsible for any act, omission or failure to fulfil its obligations under this Agreement if such act, omission or failure arises from any cause reasonably beyond its control.
Any notice, document, request, demand or other communication (“notices”) are to be given by the parties to each other by email. The email address for you and us are those specified during the application process.
The Licensee may not assign or transfer any of your rights under this Agreement without our prior consent. The Owner may assign, transfer or novate any of our rights and obligations under this Agreement without your consent.
Where this Agreement prohibits the Licensee from undertaking any actions, the Licensee will be responsible for ensuring that Authorised Users observe the same prohibitions.
This Agreement is governed by the laws of Aotearoa, New Zealand and the parties agree to submit to the exclusive jurisdiction of the courts of Aotearoa, New Zealand.
Where any term or provision in this Agreement is invalid, illegal or otherwise contrary to statutory or common law rule, such term or provision shall be deemed replaced by a term or provision that is valid and enforceable and which comes closest to expressing the intention of the term replaced.
This Agreement constitutes the entire agreement between the parties relating to its subject matter and replaces all prior agreements or undertakings between them. Each party confirms that on entering into this Agreement, it has not relied upon any statement, warranty or other representation made or information supplied by or on behalf of the other party.
SIGNED
Signed by Taimona Panapa trading as Te Rangikaiata:
Schedule 1
(Trade Mark)
Te Rangikaiata (Logo)
