1.1 Subject to any third party rights and payment of the Fees, See-out grants the User Organisation a non-exclusive, non-transferable licence for the Term to use the Service for the User Organisation’s business purposes for the particular national trade mark databases and number of named individual users for which the User Organisation has paid the Fees to See-out.
1.2 The User Organisation must not permit any third party to access or use the Service without See-out’s prior written consent.
1.3 For clarity, the licence under clause 1.1 does not include the right to sublicense to third parties.
1.4 The User Organisation acknowledges that other than the licence granted under clause 1.1, nothing in this agreement is intended to give the User Organisation any Intellectual Property Rights or other rights in the Service or any other material, and the User Organisation must not use the Service other than as expressly permitted by this agreement.
1.5 The User Organisation acknowledges and agrees that the Service may not be available from time to time, is not error free, and that the Service may contain errors that cause it to malfunction or not operate in the manner described in any documentation made available in connection with the Service.
1.6 Without limiting clause 1.5, the User Organisation acknowledges and agrees that:
(a) See-out is not liable for any errors or omissions in search results or other information derived from any database or in any database itself, including without limitation any national trade mark databases;
(b) search results and other information provided by See-out through the Service are not error free, and may be incomplete or inaccurate;
(c) search results and other information provided by See-out through the Service do not constitute legal advice; and
(d) the User Organisation should obtain legal advice from a qualified legal practitioner in each relevant jurisdiction to properly understand or interpret any search results or other information provided by See-out through the Service.
1.7 See-out may, but is not obliged to, make updates to the Service from time to time.
1.8 The User Organisation acknowledges that an update to the Service may alter the functionality of the Service, and See-out does not represent or warrant that the Service will have any particular functionality during the Term.
2 Conditions of use
The User Organisation must not, in connection with receipt or use of the Service:
(a) perform any illegal or unlawful act;
(b) infringe the Intellectual Property Rights or other rights of any third party;
(c) engage in fraudulent behaviour or defame or harass any third party;
(d) circumvent any security measures or gain unauthorised access to or interfere with any third party’s online resources or systems including by any form of hacking or denial of service attack;
(e) distribute, view or create any material that is or may be pornographic, defamatory, offensive, obscene, illegal or unlawful;
(f) act in a way that disrupts, misuses or excessively uses the hardware, bandwidth access, storage space or other resources of See-out or any third party; or
(g) act in any other manner that is unacceptable to See-out.
3 User Organisation Material
3.1 The User Organisation grants to See-out a non-exclusive, irrevocable, global licence to use any User Organisation Material:
(a) in connection with See-out providing the Service;
(b) for the purpose of improving or further developing the Service;
(c) in marketing material promoting See-out or the Service; or
(d) to provide customer support for the Service.
3.2 The licence granted under clause 3.1 includes the right to sublicense to third parties. See-out will not however sell, rent, or lease the User Organisation’s data to others, and will not make personal information available to any unaffiliated parties, except See-out’s approved agents and contractors.
3.3 The User Organisation represents and warrants, and it is a condition of this agreement, that:
(a) the User Organisation has the right and authority to provide See-out with the rights described in clause 3.1; and
(b) the exercise of the rights described in clause 3.1 by See-out will not infringe the Intellectual Property Rights or other rights of any third party.
4 Reverse engineering
Although copyright in the Service is not infringed in the circumstances contemplated by sections 47D, 47E and 47F of the Copyright Act 1968 (Cth), the User Organisation agrees not to, and must not permit any third party to:
(a) decompile, disassemble or reverse engineer the whole or any part of the Service;
(b) make any modification to the Service; or
(c) merge all or any part of the Service with any other service or software without the prior written consent of See-out (for clarity, the User Organisation may however include search results derived from the Services in professional advice provided by the User Organisation to a client of the User Organisation).
5 Term and termination
5.1 This agreement commences on the date the User Organisation first pays the Fees or first uses the Service (whichever is earlier) and continues for the period for which the User Organisation has paid the Fees to See-out (Initial Period) and each subsequent calendar month (Rollover Period) unless terminated earlier under this clause 5.
5.2 For clarity, until termination of this agreement the User Organisation must continue to pay the Fees to See-out for each Rollover Period in the manner specified on the Website or as otherwise agreed between See-out and the User Organisation from time to time.
5.3 Either party may terminate this agreement by giving notice to the other party before the expiry of the Initial Period or a Rollover Period, in which case the termination is effective immediately upon the expiry of that period.
5.4 If the User Organisation breaches this agreement, then See-out may terminate this agreement by written notice to the User Organisation which is effective from the date specified in the notice or, if no date is specified, immediately.
5.5 The User Organisation expressly waives any other rights it may have to terminate this agreement other than as contemplated by clause 5.3.
5.6 The User Organisation acknowledges that See-out may terminate this agreement under this clause 5 without considering the impact of the termination on the User Organisation.
5.7 On termination or expiry of this agreement:
(a) See-out may delete any data the User Organisation has entered into the Service;
(b) if the User Organisation wishes to obtain a copy of any data the User Organisation has entered into the Service, the User Organisation must specify a copy of the data and pay See-out’s standard rates (as specified by See-out) for that data, which will be provided in a format acceptable to See-out;
(c) the licence granted to the User Organisation under clause 1.1 ceases; and
(d) accrued rights or remedies of a party are not affected.
5.8 The User Organisation must not use the Service following the termination of this agreement.
5.9 Clause 6 survives termination or expiry of this agreement.
6.1 Subject to clauses 6.4, 6.5 and 6.6, any liability of See-out for any loss or damage, however caused (including, without limitation, by the negligence of See-out), suffered by the User Organisation in connection with this agreement is limited to the Fees paid by the User Organisation to See-out in the month prior to the User Organisation first suffering loss or damage in connection with this agreement.
6.2 The limitation set out in clause 6.1 is an aggregate limit for all claims, whenever made.
6.3 For clarity, and without limiting clause 6.1, the parties agree that clause 6.1 is to apply in connection with a breach of this agreement, anticipated breach of this agreement or other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.
6.4 Subject to clauses 6.5 and 6.6, See-out is not liable for any Consequential Loss however caused (including, without limitation, by the negligence of See-out) suffered or incurred by the User Organisation in connection with this agreement.
6.5 Except as contemplated by clause 6.6, nothing in this agreement is intended to limit any rights of the User Organisation under the Competition and Consumer Act 2010 (Cth).
6.6 If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by See-out in connection with this agreement and See-out’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 6.1, 6.3 and 6.4 do not apply to that liability and instead See-out’s liability for such failure is limited to (at See-out’s election):
(a) in the case of a supply of goods, See-out replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
(b) in the case of a supply of services, See-out supplying the services again or paying the cost of having the services supplied again.
7 Authorised use
7.1 The User Organisation must comply with all applicable laws and ensure that its employees, agents and independent contractors comply with all applicable laws when using the Service.
8 Costs, stamp duty and GST
8.1 Each party must meet or pay its own legal costs and disbursements in respect of the preparation, negotiation and execution of this agreement.
8.2 The User Organisation must pay all stamp duty (including, without limitation, penalties and interest) assessed or payable in connection with this agreement.
8.3 The User Organisation is responsible for and must pay all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this agreement.
8.4 If a Supply made under or in connection with this agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable:
(a) the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under this agreement for that Supply); and
(b) the Supplier must give the Recipient a Tax Invoice for the Supply.
8.5 Capitalised terms used in this clause 8 that are not defined in this agreement have the meaning given in the New Tax System (Goods and Services Tax) Act 1999 (Cth).
9.1 This agreement is subject to the laws of Queensland, Australia.
9.2 The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
9.3 In the interpretation of this document, no rule of construction applies to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it.
9.4 The User Organisation must inform See-out immediately if any changes affect the structure, management or control of the User Organisation.
9.5 The User Organisation must not assign, in whole or in part, or novate the User Organisation’s rights and obligations under this agreement without the prior written consent of See-out.
9.6 See-out may assign See-out’s interest under this agreement.
9.7 Each provision of this agreement will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed.
9.8 This agreement represents the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.
9.9 Where this agreement contemplates that See-out may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, See-out may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably unless this agreement expressly requires otherwise.
10 Statement of Privacy
The User Organisation and any persons or organisation that accesses and utilises the website www.trademark.vision is deemed to have acknowledged and agreed to TrademarkVision’s Statement of Privacy available here.
In this agreement:
||means See-out Pty Ltd ACN 150 521 574 trading as TrademarkVision.
||means loss of revenues, loss of reputation, loss of data, consequential loss, loss of profits, indirect loss, loss of actual or anticipated savings, lost opportunities, including, without limitation opportunities to enter into arrangements with third parties, loss or corruption of data, and loss or damage in connection with claims against the User Organisation by third parties.
||means the fees nominated by See-out as specified on the Website.
|Intellectual Property Rights
||means all industrial and intellectual property rights, both in Australia and throughout the world, including, without limitation, any copyright, trade or service marks, patents, registered and unregistered trade marks, registered designs, trade secrets, knowhow, moral rights, rights in relation to semiconductors and circuit layouts, formulations, components, concentrations, protocols, trade, business or company name, indication or source or appellation of origin, or other proprietary right, or right to registration of such rights.
||means the web-based application accessible by the User Organisation through the Website.
||means the entity making the Supply.
||has the meaning given in the New Tax System (Goods and Services Tax) Act 1999 (Cth).
||means the term contemplated by clause 5.1.
||means the entity that has purchased a subscription to use the Service from See-out.
|User Organisation Material
||means any material provided by or to which access is given by the User Organisation to See-out for the purposes of this agreement including images, documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any means.
||means the website at https://trademark.vision