Mould User Licence Standard Terms and Conditions – Online Version
The following definitions apply unless the context requires otherwise.
Licensee means the party identified in the quotation.
Patents means patent application numbers PCT/AU1999/000448, PCT/AU2000/001160 and PCT/AU2012/001506 in the name of Ritemp Pty Ltd, any patent application claiming priority from any one or more of those patent applications and any patent granted on any patent application referred to in this definition.
Registered Mould means the mould or moulds registered on Ritemp Technologies’ website (http://www.ritemptechnologies.com).
Ritemp Technologies means Ritemp Technologies Pty Ltd.
2 Grant of Licence
Subject to the Licensee complying with the terms and conditions of this agreement, and with effect upon registration of the Registered Mould in accordance with clause 4, Ritemp Technologies grants to the Licensee, solely for the purpose of manufacture and supply of products by or on behalf of the Licensee, a non‑exclusive licence under the Patents to use the Registered Mould, together with the non-exclusive right to use any know-how supplied with the Registered Mould.
The licence granted in clause 2 commences on registration of the Registered Mould in accordance with clause 3 and will continue for the ordinary life of the Registered Mould. The ordinary life is at an end if the Registered Mould requires replacement or substantial rebuilding. For the avoidance of doubt, substantial rebuilding includes rebuilding of an insert.
4 Registration of Mould
The Licensee may only use the Registered Mould under this licence if the registration plate has been fitted and remains fitted to the Registered Mould and the registration number of the Registered Mould is registered on Ritemp Technologies’ website (http://www.ritemptechnologies.com).
5 Assignment by Licensee
The Licensee may assign, charge, encumber or otherwise deal with any of its rights or obligations under this agreement if:
(a) the transferee or assignee is a solvent entity reasonably capable of meeting its obligations under this agreement; and
(b) the transferee or assignee complies with the registration requirement in clause 4.
6 Representations and Warranties
The Licensee acknowledges that the grant of the licence:
(a) in no way constitutes a representation or warranty by Ritemp Technologies that any inventions claimed in any of the Patents comply with the relevant laws or do not infringe the rights of any third person; and
(b) does not oblige Ritemp Technologies to take any steps in respect of the Patents in any way, including without limitation to provide information, documents or assistance to the Licensee, prosecute infringements, defend oppositions or revocation proceedings, or to keep them current or renewed.
Except as required by law, Ritemp Technologies makes no representations or warranties, whether express or implied, as to the quality, efficacy, accuracy or suitability for purpose of the Registered Mould.
The Licensee indemnifies Ritemp Technologies against any claim, loss, damage, liability, cost and expense that may be incurred or sustained by the Licensee arising out of any breach or default by the Licensee under this agreement, any negligence or wilful misconduct of the Licensee and any misrepresentation or breach of warranty by the Licensee.
8 Severability of Provisions
Any provision of this agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
9 Governing Law and Jurisdiction
This agreement is governed by the laws of South Australia. In relation to it and related non‑contractual matters each party irrevocably submits to the non‑exclusive jurisdiction of courts with jurisdiction there, and waives any right to object to the venue on any ground.