Terms and Conditions
Last updated Oct 16, 2018
Payment of the License Fee (as applicable to the Term), LIPL grants to the Customer a non-exclusive license to use the object code of Lingmo via the Lingmo API and software for the Term as set out in the Schedule. LIPL agrees to undertake installation of Lingmo at the Customer’s nominated premises.
LIPL will provide an invoice to the Customer for the Fees plus tax if required by law (“Fees”) according to the Payments set out in the Schedule. The Customer shall pay the Fees within 14 days of invoice. LIPL shall be entitled to charge interest at the rate of 12% p.a. calculated daily on any overdue Fees.
The Customer acknowledges it is responsible for its own expenses in accessing the Lingmo API.
4. Intellectual Property:
Intellectual property contributed by Customer will remain owned by Customer but shall be licensed to LIPL on a perpetual irrevocable royalty free basis for LIPL to use in its discretion. Intellectual property of LIPL and third parties will remain owned by LIPL or such third parties.
5. Reverse Engineering etc:
It is expressly prohibited for the Customer or any of its agents to attempt to disassemble, reverse compile, reverse engineer, or in any way expose the actual instruction sequences, internal logic, protocols, algorithms or other intellectual property contained within Lingmo and other delivered works (“LIPL’s IP”), which is the LIPL’s proprietary information and trade secret, whether or not said intellectual property is included in any patent or copyright. The License does not include the right to develop, modify or enhance the LIPL’s IP. Notwithstanding, the Customer shall hold harmless and forever indemnify LIPL from and against any claims and liability in relation to the developed, modified or enhanced LIPL’s IP. Any configuration, application or arrangement of LIPL’s IP into other forms, shall not be considered a derived product with any distinction in ownership from that of LIPL’s IP. Any distinct and separate element of intellectual property in the form of instructions macros, test cases, simulation data, or similar forms of intellectual property, which is produced by normal use of LIPL’s IP, shall be considered a derived product to which LIPL retains title and to which the Customer is granted a right to use solely in its dependent form, and in conjunction with, LIPL’s IP. Notwithstanding the prohibitions contained in this clause, any product derived from or resulting from any efforts the Customer or its agents to disassemble, reverse compile, reverse engineer or any similar procedure shall be deemed the property of LIPL, for which no right to use is granted to the Customer.
The Customer will give LIPL, its employees and contractors such access to the Customer’s premises and systems as required to enable LIPL to carry out the Services and the Customer’s personnel will provide all assistance reasonably requested by LIPL.
Each party shall treat as confidential information which comes into its possession, pursuant to or as a result of or in the performance of this Agreement, whether such information relates to the business, sales, marketing or technical operations of the other Party or the customers of the other Party or otherwise. Neither Party shall, without the written permission of the other, disclose such confidential information to a third Party.
Except as set out herein all implied conditions, warranties and rights are excluded from this Agreement. Where any applicable law implies conditions or warranties or give other rights in respect of this Agreement, LIPL’s liability for any breach of such a condition, warranty or right will (but only to the extent permitted by law) be limited:
in the case of goods supplied, to the replacement or repair of the goods or the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods;
in the case of services supplied, to the supplying of the services again or the payment of the reasonable cost of having the services supplied again.
LIPL will not be liable to the Customer or any persons claiming under it in contract, tort or otherwise for or in respect of any direct, indirect, or consequential loss, damage, expense or injury suffered by the Customer or any other person arising out of or relating to this Agreement or any delay, non‑performance or error in information supplied to the Customer by LIPL in connection with this Agreement or any services provided.
This agreement will automatically terminate if: the Customer enters into an arrangement or composition with creditors; an application is made for the appointment of a liquidator, controller, administrator, official manager, receiver and manager or similar officer or any of them is appointed; an event happens which would allow a court to wind the Customer up; the Customer ceases to carry on business or is unable to pay its debts; or the Customer materially breaches this agreement and does not remedy the breach with fourteen (14) days of receiving notice from LIPL to rectify the breach or the breach is incapable of being remedied.
If this agreement is terminated for any reason the Customer shall immediately pay to LIPL any part of the Fees which has accrued prior to the termination but has not been paid, including works performed but not yet invoiced. Upon payment LIPL shall deliver to the Customer all books, records, plans, papers, models and information of any kind relating to the Services which are the property of the Customer.
The proper law of this agreement is the law of New South Wales, Australia. The parties submit to the jurisdiction of courts in New South Wales Australia. If the parties are domiciled in different countries, then any disputes between them shall be determined by arbitration before one arbitrator sitting in Sydney, Australia.
In this agreement, capitalized words shall have the meanings ascribed to them in the Schedule unless the context otherwise requires. Headings and bold print have been included for ease of reference. This agreement shall not be construed or interpreted by reference to such headings, sub-headings, or bold print.
This agreement contains the entire agreement between the parties and supersedes all previous correspondence and negotiations concerning its subject matter.