IP Listing Terms & Conditions

Last updated: 31 January 2022

Thanks for taking the time to read our Terms. If you have any questions about them, please email us at contact@layerlicensing.com.

Layer Labs Pty Ltd (ABN 22 644 264 166) (we, us or our) connects Intellectual Property holders to qualified licensing opportunities in gaming, and performs referral, game research and related services, through our Website (together, the Services).

By checking the ‘I agree’ (or similar) button at the time of registering your account, or using the Services, you agree to these Terms. If you are an organisation, and a person (such as your employee) agrees to these Terms on your behalf, then both you and the person represent that the person is agreeing to these Terms on your behalf and has authority to bind you to these Terms.

These Terms and our Privacy Policy form a binding contract that regulates your access to, and use of, the Services. The contract starts on the date you agree to these Terms, and continues until either party cancels or terminates your access to the Services (Term).

1. Services
   1. We agree to perform the Services during the Term.
   2. To access the Services, you need to:
      • list on Layer any of your Intellectual Property (Property) that you are open to potentially licensing to a Game (Listing). We do not charge you for creating a Listing;
      • be at least 18 years of age; and
      • provide accurate, complete and up-to-date Listing information, so we can perform the Services.
   3. In respect of your Listing, you agree that we may, in performing the Services:
      • share links to, or feedback from other users of our Services (Users) about, your Property; and
      • track and display performance data and other information about you, your business and your Property.
   4. We continually change and improve our Services, and may change the Services at any time without notifying you. We will try to notify you beforehand if a change results in a significant decrease in functionality of the Services.
   5. From time to time, we may limit or suspend the Services (for example, to perform scheduled maintenance or address a security emergency). We will try to notify you of the limitation or suspension beforehand, so you can plan around it, but some situations (for example, a security emergency) might make it hard for us to do this. We will try to minimize the scope and duration of the limitation or suspension.
2. Matching
   1. If a Game creator proposes to license your Property for use in the Game, then we will notify you of the applicable Game creator and the Property they are interested in licensing from you (Match). You may choose to approve or decline the Match.
   2. At any time, we may Match any article listed by you on Layer (including an article similar to your Property but listed by a third party) to any Game.
3. Our role

   We help you find, and communicate with, other Users (including through Matches), but:
   

   • • we are not part of, or responsible for:
       • your relationship with any User; or
       • any communication or Agreement between you and another User;
     • we make no representation that an Agreement is suitable for you; and
     • you should use care and caution before deciding to enter into an Agreement.
4. Your responsibilities
   1. In using the Services, you must comply with these Terms and all applicable laws.
   2. 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.
   3. You must not:
      • try to get around any limits on the Services;
      • try to reconstruct or identify any source code, algorithms or underlying ideas in the Services;
      • impersonate, or use the login details of, another User;
      • use the Services for commercial purposes, other than those expressly contemplated by these Terms;
      • use the Services to harm or offend others;
      • do anything that could damage, disable or impair the Services; or
      • transmit any malicious software through the Services.
   4. 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.
   5. In respect of any Match, you must notify us of each of the following (as applicable) (in each case, within 2 business days):
      • the date of your first communication with the other User;
      • approval of the Match by you;
      • the terms of any agreement, arrangement or understanding between you and the other User (Agreement);
      • details of any amount (including any licence fee, advance, minimum guarantee or royalty (each a Royalty)) paid or payable to you under an Agreement; and
      • proof that, before you received the Match, you intended to grant (and the other User intended to take) a licence to use your Property.
5. Payment
   1. You must pay us the Fees.
   2. You agree that the Fees are payable:
      • in respect of any Agreement that you sign within 24 months after we Match you to the applicable Game; and
      • despite any pre-existing relationship shared by you and the applicable Game, unless you notify us of the pre-existing relationship (and comply with clause 4.5(e)) within 2 business days after receiving the Match.
   3. Unless we otherwise agree in writing:
      • all amounts payable under these Terms are exclusive of any value-added tax;
      • we will invoice you the Fees (plus any value-added tax amount payable) upon the earlier of a Royalty (or other amount) becoming payable, or being paid, to you under an Agreement;
      • you must pay each invoice within 30 days after receipt, using the payment method specified in the invoice; and
      • except as required by law, Fees that you pay are not refundable.
6. Intellectual Property
   1. You:
      • continue to own all Intellectual Property rights in your Content;
      • grant us a worldwide, royalty-free, non-exclusive licence for the Term to use your Content for performing or improving the Services;
      • warrant that the provision and use of your Content does not infringe the rights of any person; and
      • agree that we may identify you (by name and logo) as our customer in promotional materials or at promotional events, unless you tell us not to.
   2. We:
      • continue to own all Intellectual Property rights in the Services, any improvements to the Services, and any content or information that you access through the Services (other than your Content); and
      • subject to you paying the Fees, grant you a worldwide, non-exclusive, non-transferable and non-sublicensable licence for the Term to use the Services.
7. Liability
   1. 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.
   2. 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.
   3. 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.
8. Termination
   1. You may cancel your Listing at any time by sending an email to contact@layerlicensing.com. We will cancel your Listing within 14 days after receiving your request.
   2. We may suspend or terminate your access to the Services:
      • immediately by written notice if you:
        • breach these Terms or use the Services in a manner that could cause us liability or disrupt others’ use of the Services; and
        • fail to remedy the breach or misuse within 7 days after receiving written notice to do; or
      • at any time by giving 14 days’ written notice to you.
   3. Clauses 6, 7, 8 and 15 survive the termination or expiry of your access to the Services.
9. Privacy

   Each party must, in relation to Personal Information obtained or held by it in connection with these Terms, comply with the Privacy Act 1988 (Cth) and all other laws applicable to the privacy of Personal Information. Our approach to collecting and using Personal Information is described in our Privacy Policy.
   

10. Communications

    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.
    

11. Third Parties

    You agree that we are not responsible for any third party content, or links to third party websites, included in the Services or the Website.
    

12. Dispute Resolution

    If there is a dispute arising in connection with these Terms, then neither party may start court proceedings (except for urgent injunctions), unless the parties first:
    

    • • try to resolve the dispute by joint discussions in good faith; and
      • if mutually agreed, submit the dispute to mediation administered by the Australian Commercial Disputes Centre.
13. Amendments

    We may amend these Terms from time to time, and display the current version on our Website. We will try to notify you beforehand if the amendment is significant, but some situations (for example, an amendment to satisfy legal requirements) might make it hard for us to do this. Any amendment to these Terms that is not made to the Terms on our Website, must be in writing signed by both parties.
    

14. General

    These Terms do not create any agency, employment, partnership or trust relationship. These Terms are the parties’ entire agreement on this subject and supersede any prior agreements.
    

15. Governing law

    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.
    

16. Definitions

    1. In these Terms unless otherwise indicated:

       Agreement has the meaning given in clause 4.5(c).

       Content has the meaning given in clause 4.2(b).

       Fees means the fees payable by you for the Services, being 15% of any amount (including any Royalty) paid or payable by another User to you during the term of any Agreement.

       Game means a video game that is offered through the Services by the creator of that video game.

       Intellectual Property means all industrial and intellectual property rights throughout the world, and includes any copyright, moral right, patent, trade mark, design, circuit layout, trade name or business or company name.

       Listing has the meaning given in clause 1.2(a).

       Match has the meaning given in clause 2.1.

       Personal Information has the meaning given in the Privacy Act 1988 (Cth).

       Privacy Policy means our privacy policy at layerlicensing.com/privacy.

       Property has the meaning given in clause 1.2(a).

       Royalty has the meaning given in clause 4.5(d).

       Services has the meaning given in the introduction to these Terms.

       Term has the meaning given in the introduction to these Terms.

       User has the meaning given in clause 1.3(a).

       Website means our website located at layerlicensing.com.