Addendum 13 August 2008:
Q. Curtin and our other institutions all use a standard copyright
notification agreement for all online services and it would be
logistically difficult to insert a specific one for Rock's Backpages.
Is it possible to use this clause as an example rather than a
verbatim statement?
A. We are happy to waive Clause 9 given the information you provide.
Licence updated 15 July 2008 -1-
LICENCE AGREEMENT
DATE:
PARTIES
1. BACKPAGES LIMITED (Registered Number 3985397) whose registered office is
at 63 Pont Street London SW1X 0BD (“Backpages”), and
2. [name]
[address]
("The Licencee").
RECITALS
WHEREAS
A. Backpages is the owner of the website www.rocksbackpages.com which, inter alia,
contains a library of written articles and audio interviews on the subject of popular
music and its attendant culture ("The Library");
B. The Licencee wishes to provide access to the articles and audio interviews in The
Library to members of the library ("The Users") via password protected
authentication.
AGREEMENT
1. With effect from the date of this agreement, Backpages agrees to permit The
Licencee to provide access to the articles and audio interviews in The Library to
The Users in accordance with the terms of this agreement
2. The Licencee agrees to pay Backpages the Fee in accordance with the provisions
of Schedule 1.
Responsibilities of Backpages
3. Backpages shall use all reasonable endeavours to ensure that the capacity and
bandwidth of the server of the website hosting The Library is sufficient to ensure
that The Library can be accessed by The Users on the basis of 24 hours a day, 365
days a year, save for routine maintenance, and will restore access to The Library
as soon as possible in the event of an interruption or suspension of its availability.
4. At the request of the Licensee, Backpages shall provide the Licensee with reports
at intervals of one month or greater, as shall be agreed between Backpages and
The Licensee, which show the total number of users sessions and number of pages
visited by The Users.
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5. Backpages will invoice the Licensee, or its agent the Council of Australian
University Librarians, via email for the Fee payable in accordance with Schedule 1
6. Backpages shall contact the Licencee, or its agent the Council of Australian
University Librarians, at least 2 weeks before the expiry of this agreement to invite
its renewal.
Responsibilities of The Licencee
7. The Licencee agrees to pay the Fee as set out in Schedule 1 within 30 days of the
date of this Agreement.
8. The Licencee will not make The Library available other than to The Users via
password protected authentication.
9. The Licencee shall notify The Users of the availability of The Library promptly
following the signing of this Agreement, and will include in this notification the
wording set out in clause 13 dealing with the copyright attaching to the contents of
The Library.
10. The Licensee agrees to notify Backpages immediately and to provide full
particulars in the event that it becomes aware of any actual or threatened claims by
any other third party in connection with the contents of The Library.
11. The Licencee acknowledges that Backpages shall not be responsible for the
unavailability of The Library for reasons outside its control, such as internet failure
or congestion or a failure of Network Solutions Inc, the registrar of the domain
name, www.rocksbackpages.com.
Term of the agreement
12. This agreement will continue in force until 31st December 2008 unless either Party
is in breach of the terms of the agreement. It can be extended by email agreement
between the parties at any time during its course.
Copyright
13. Except for materials in the public domain, all of the content of The Library is the
property of Backpages or its content suppliers and is protected by copyright laws.
This includes text, graphics, logos, icons, images and software. The compilation of
all content on the Rock's Backpages website at www.rocksbackpages.com is the
exclusive property of Backpages and is also protected by copyright laws. The
content and software on the website may be used for research or teaching purposes.
Any other use, including the reproduction, modification, distribution, transmission,
republication, display, performance, or for any commercial muse not expressly
permitted by Backpages is prohibited.
Licence updated 15 July 2008 -3-
Warranty by Backpages
14. Backpages warrants that, except for material in the public domain, all of the
content of the Library is owned by Backpages or licensed to Backpages by the
relevant copyright owner, and that the access to the Library by the Users does not
infringe the copyright or other intellectual property rights of any other person.
Warranty limitation
15. The maximum amount that can be claimed by the Licensee for breach of the
warranty in clause 14 is limited to the amount of the Fee for the year in which a
warranty claim is made.
Interpretation
16. Unless the context otherwise requires words and expressions used in this
Agreement shall have the same meanings as are assigned to them by the Copyright
Designs and Patents Act 1988.
General
17. Headings are inserted for ease of reference and shall not affect the interpretation of
this Agreement.
18. This Agreement including its Schedules constitutes the full and complete
Agreement between the parties and the terms and conditions in this Agreement
may not be waived or varied except in writing, including email, and with the
consent of both parties.
19. If any part or parts of this Agreement shall be rendered invalid at any time by any
one or more of the provisions of the Agreement contravening any statute,
regulations by-law or ordinance, or otherwise contravening or offending any
provision of law of equity, any such provision shall be deleted from this
Agreement and any dispute on the necessary degree of variation to any such clause
shall be referred to arbitration.
20. This Agreement shall in all respects be governed by the law of England and Wales
and the parties hereby expressly submit to the exclusive jurisdiction of the English
Courts.
Licence updated 15 July 2008 -4-
Licence updated 15 July 2008 -5-
IN WITNESS WHEREOF this Agreement has been executed as at the date first written
above.
SIGNED on behalf of BACKPAGES LIMITED by
TONY KEYS…………………………………..
in the presence of:
Name of Witness:
Address of Witness:
SIGNED on behalf of [Licensee] by
[Signature]…………………………
[Name]……………………….
[Job title]…………………………………...
in the presence of:………………………………………
Name of Witness:
Address of Witness:
Licence updated 15 July 2008 -6-
SCHEDULE 1
Fee
The fee payable by the Licencee from the date of this agreement to 31st December 2008 is
[ ]
Licence updated 15 July 2008 -7-