IP Listing Terms & Conditions
Last updated 29 January 2024
Layer is a digital marketplace that allows you to offer intellectual property to game publishers and/or developers, or their associated companies (End-User) for licensing purposes; to be used in the development of various products. The Application may suggest an End-User connect with you to license your intellectual property (Match). Once a Match has occurred, an End-User can contact you, whether in or outside the Application, may send enquiries about your Listings to you, share licensing proposals, expressions of interest, or other forms of communication, with you (Introduction).
Layer is not a party to any licensing agreements (Agreement) between you and an End-User.
Unless otherwise expressly provided, Layer has no control over and does not guarantee: the existence, quality, safety, or legality of any communications between you and an End-User; the truth or accuracy of End-User’s communications to you; your ability to enter into Agreements with End-Users; the ability of End-Users to pay you; or that an End-User will actually enter into an Agreement.
Your account and using the Services
To access the Services, you will be required to create an account through which you may list any of your intellectual property (Property). Any Property you list on the Website will become visible to End-Users (Listing), and allow an End-User to:
- view the Listing;
- be matched with you; and
- make an Introduction, which may consist of sending an enquiry about your Listing to you, submitting licensing proposals, expressions of interest, or other forms of communication with you.
You control whether to accept or decline each Introduction.
- It is your responsibility to keep your Listing maintained. You have full control of your Listing and the content and/or information that is displayed on the Listing and can remove a Listing at any time.
- By creating a Listing, you warrant that you hold the relevant rights to the Property and Content within the Listing, as defined and described by you, to accept this User Agreement, and ultimately enter into an Agreement to license said Property.
- If we believe you are violating this User Agreement or any of our policies, or abusing Layer and/or the Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove your Listing and any hosted Content, remove, not display, and/or demote Listings, and take technical and/or legal steps to prevent you from using the Services.
- We may cancel unverified accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.
- You may request to delete your account at any time by sending an email to email@example.com. We will delete your account within 3 days of receiving your request. Removing a Listing or deleting your account do not exclude you from your obligations under Clause 8 Termination & Survival.
Information on the Website and our Services
- You must not access or use the Services for any purpose that is unlawful or prohibited by these Terms.
- You must take your own precautions to ensure that the process which you employ for accessing the Website and Application does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
- The information provided on this Website is of a general nature only and does not constitute legal or financial advice. You should make your own enquiries before acting or relying on any information or communications received from End-Users or any third-party.
- We acknowledge that certain relationships between you and End-Users may predate the use of the Services. In recognition of this, we hereby waive the right to any Fees where, prior to you receiving an Introduction, there is evidence that, with respect to an Introduction, that you intended to grant (and the End-User intended to take) a licence for your Property (Pre-Existing Relationship).
- Despite any Pre-Existing Relationship shared by you and an End-User, unless you notify us, and provide evidence in writing, of the Pre-Existing Relationship, within 30 days of receiving an Introduction, these Terms, including our right to the Fees will apply.
- In using the Services, you must comply with these Terms and all applicable laws.
You are responsible for:
- protecting any login details that you use to access the Services;
- any content or information that you submit using the Services (Content); and
- maintaining and updating any software that you use to access and use the Services.
You must not:
- breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
- use the Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
- infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to us. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to us or another user of the Website or our Services;
- create listings, post, or upload content in inappropriate categories or areas on our sites;
- post false, inaccurate, misleading, deceptive, defamatory, libellous, or illegal content;
- distribute viruses or any other technologies that may harm Layer or the interests or property of User;
- infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post Content that does not belong to you;
- reconstruct or identify any source code, algorithms or underlying ideas in the Services;
- impersonate, or use the login details of users;
- use the Services for commercial purposes, other than those expressly contemplated by these Terms; or
- harvest or otherwise collect or use information about users without their consent.
- You agree that we are not responsible for monitoring Content, but we may modify, delete or refuse to display Content that breaches the law or these Terms.
In respect of any Introduction, you must notify us of and where required, provide details in writing, of each of the following (as applicable) (in each case, within 21 days):
- the date of your first communication with the End-User;
- approval or declining of an Introduction by you; and
- any Agreement entered into between you and the End-User.
Further, where an Agreement is entered into, you must notify us of, and where required, provide details in writing, of each of the following (as applicable) (in each case, within 21 days):
- any amount (including any licence fee, advance, minimum guarantee or royalty) (Royalties) paid to you under an Agreement; and
- any documentation provided by you that is used to calculate the Royalties you receive pursuant to an Agreement (Royalty Reports).
Payment for Services
- We receive fees for providing the Services by taking a portion (15%) of any Royalties under an Agreement covered by these Terms (Fees).
You agree that the Fees are payable:
- in respect of any Agreement that you sign within 24 months after an Introduction.
- on any variations, extensions or renewals made to said Agreement where it is for the same product/game/application, and for the same Property (Renewals).
- where the End-User has made an Introduction to you and you subsequently enter into an Agreement for a different property, including a property not listed on the Website or Application (Non-Listed Property). The Fees will not apply to Non-Listed Property in the case of a Pre-Existing Relationship.
- if you decide to conduct business with an End-User that has made an Introduction to you, outside the Application, you will still be liable to pay us the Fees for any Agreement arising from that Introduction.
Unless we otherwise agree in writing:
- all amounts payable under these Terms are exclusive of any value-added tax;
- once you receive Royalties from an End-User, you must inform us of the payment;
- we will invoice you the Fees (plus any value-added tax amount payable) upon Royalties being paid;
- you must pay each invoice within 30 days after receipt, using the payment method specified in the invoice;
- except as required by law, Fees that you pay are not refundable;
- The Fees will be in whichever currency is stated in the Agreement; and
- The Fees apply to all Royalties pursuant to an Agreement and are exclusive of, and separate to, any fees paid or payable to agent(s), or any other third party.
This clause survives the suspension or termination of your account and/or access to the Services for a period of 24 months after the date of the suspension or termination, regardless of whether, at the time of the suspension or termination, an End-User has been Matched to you, has made an Introduction to you, or if you were, or are in the process of, finalising an Agreement or Renewal with said End-User.
In performing the Services, we may display or promote your Content on our Website, in the Application, or during our day-to-day activities (for example, at conferences or in newsletters).
When you provide Content using our Services, you grant us a worldwide, royalty-free, non-exclusive, non-sublicensable right to use the Content in connection with our provision, expansion, and promotion, of the Services and warrant that:
- for all Content you provide, you own, control or are authorised to control the necessary rights to do so and to meet your obligations under these Terms; and
- use of the Content does not and will not infringe the Intellectual Property Rights of any third-party.
We take no responsibility and assume no liability for any Content provided by you or any third-party.
Copyright in our Website (including text, graphics, images, button icons, audio clips, digital download, data compilation, logos and software) is owned or licensed by us. Information procured from a third-party may be the subject of copyright owned by that third-party.
Except as expressly authorised by this User Agreement, you may not in any form or by any means, without our written permission or, in the case of third-party material, from the owner of the copyright in that material:
- adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Website or from any information obtained from the Website, including in association with any Third-Party Websites;
- commercialise any information, products or services obtained from any part of the Website; or
- Use any content from the Website in a manner that suggests that you are approved by or affiliated with us.
The Website and Application include trademarks owned by us (or our licensors). You must not use any of our trademarks in or as the whole or part of your own trademarks or business name or company name; in connection with activities, products or services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or the Services.
Liability & Warranties
To the extent permitted by law, we:
- provide the Services ‘as is,’ and make no representations about their accuracy, availability, reliability or suitability;
- exclude all guarantees, conditions and warranties, express or implied by law (Conditions), in connection with the Services; and
- if any Condition applies to these Terms under any law, limit our liability for breach of the Condition to resupplying, or paying the cost of resupplying, the applicable Service.
- Neither party will be liable to the other party for any indirect or consequential loss (including loss of profits, loss of business revenue, loss of business opportunities, loss of anticipated savings or damage to goodwill) arising in connection with the Services or these Terms.
- Our liability to you for any direct loss arising in connection with the Services or these Terms will be limited to the Fees paid or payable during the 12 months prior to the loss arising.
Termination and Survival
- Upon the termination of this User Agreement by either party, for any reason, and subject to any express provisions set out elsewhere in this User Agreement, we will: stop providing the Services, remove your Listing and Content from our Website, the Application, and any of our promotional material, and take any necessary measures to prevent End-Users from accessing your Listing. Termination of this User Agreement will not affect any rights or liabilities that either party has accrued under it.
- The sections entitled ‘Payment for Services’, ‘Intellectual Property’, ‘Liability and Warranties‘, ‘Information from Third Parties’, Termination and Survival, ‘Dispute Resolution’, ‘Governing Law’, ‘General, and any other sections which by intent or meaning have validity beyond termination of these Terms, will survive termination of this User Agreement.
Privacy and Security of Information
Cookies and tracking
- When you view our advertisements on a Third-Party Website, the advertising company uses 'cookies' and in some cases 'web beacons' to collect information such as the server your computer is logged on to, your browser type, the date and time of your visit and the performance of marketing efforts.
- When you access our Website after viewing one of our advertisements on a Third-Party Website, the advertising company may collect information on how you utilise our Website such as which pages you view.
- to allocate a unique number to your internet browsers;
- to customise our Website and/or Services for you;
- for statistical purposes;
- to identify if you have accessed a Third-Party Website; and
- for security purposes.
- You are not obliged to accept a cookie and you can modify your browser so that it will not accept cookies. However, if you do so this may affect your browsing experience and certain functions within the Website may not work.
- Your IP address is the identifier for your computer when you are using the internet. It may be necessary for us to collect your IP address for your interaction with various parts of our Website.
Information from Third Parties
- The Website may contain links to the websites of third-party providers of goods and services (Third-Party Websites). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with Third-Party Websites.
- Our links with Third-Party Websites should not be construed as an endorsement, approval, affiliation with or recommendation by us of the owners or operators of those websites, or of any information, products or services referred to or contained on those websites, unless and to the extent stipulated to the contrary.
- If you have accessed Third-Party Websites through our website and if those third parties collect information about you, we may also collect or have access to that information as part of our arrangements with those third parties.
- Where you access a Third-Party Website from our website, cookie information, information about your preferences or other information you have provided about yourself may be shared between us and the third-party.
- As part of the Services, the Application may include the ability for you to connect additional supporting data sources (Data Source), such as data aggregated from social media feeds, to show evidence of the audience for a Property (Enrichment Data). The purpose of Enrichment Data is to help potential licensees understand your Property and demonstrate its value. It is your choice to connect (or disconnect) a Data Source to your Listing. If you choose to connect a Data Source to your Listing, you are wholly responsible for: maintaining such Data Sources, and the authenticity and accuracy of the Enrichment Data. We disclaim all liability from and accept no responsibility for, inaccurate, false, or misleading Enrichment Data or other information provided by a Data Source.
- LAYER DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY WEBSITES AND FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OF THIRD-PARTY WEBSITES.
- In this Dispute Resolution section, the term "related third parties" includes your and Layer’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Layer's, and these entities' respective employees and agents.
- If you have a dispute arising out of these Terms, contact us and we’ll attempt to work with you to resolve the dispute. You and Layer each agree that any and all disputes, controversies or claims (Claims) that have arisen, or may arise, between you and Layer (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Layer or its agents, or any products or services offered will be resolved exclusively through final and binding arbitration, rather than in court, subject to any exemptions listed in this section.
- Any Claims arising out of, relating to or in connection with this User Agreement, including any questions regarding its existence, validity or termination, will be resolved by arbitration in accordance with the ACICA Expedited Arbitration Rules. The seat of arbitration will be Brisbane, Australia. The language of the arbitration will be English.
- Nothing in this section will prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Layer are each waiving the right to a trial by jury or to participate in a class action.
- We consistently release updates and improvements to the Services. To do this, we may, at times, need to switch off certain products and features, limit or suspend them (for example, to perform scheduled maintenance). We will use our best endeavours to notify you of updates to the Services so that you can evaluate the impact those changes may have on your use of the Services.
- As a result of these updates, we may also need to update this User Agreement from time to time. We will notify you in writing of any changes to this User Agreement and use our best endeavours to notify you beforehand. Updated User Agreements will be effective from the date that we post them to the Website. Your use of the Website or our Services after such modified User Agreement has been posted will be deemed acceptance by you of the new Terms.
- Any amendment to these Terms that is not made to the Terms on our Website, must be in writing and signed by both parties.
- This User Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
- This User Agreement is the parties’ entire agreement on this subject and supersedes any prior agreements.
- Each of the parties acknowledge and agree that in entering into this User Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person (whether party to these Terms or not) which is not expressly set out in this User Agreement provided that nothing in this clause shall limit or exclude any liability for fraud, fraudulent misrepresentation or fraudulent misstatement.
- If a provision of this User Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this User Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this User Agreement.
- You agree that we may send communications about us to your email address. At any time, you may choose to stop receiving these communications, by unsubscribing from our mailing list.
- You may not assign this User Agreement or any of your rights under it without our consent except to any successor by way of a merger, acquisition, or change of control.
- Our express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect our ability to enforce any provision thereafter.
- These Terms will be interpreted under and governed by the laws of the State of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of that place and the courts of appeal from them.
Thanks for taking the time to read our Terms. If you have any questions about them, please email us at firstname.lastname@example.org.