Content Licence Agreement

This Content Licence Agreement (“Agreement”) forms a legally binding contract between you or the employer or other entity on whose behalf you are entering into this Agreement (“you”, “your”) and Nativ Collection Pty Ltd ACN 680 325 704 (“we”, “us”, “our”, “Nativ Collection”) for the licensing of Content from Nativ Collection. 

This Agreement represents the entire agreement between the parties and supersedes all prior representations, agreements, statements, and understandings. You should read this Agreement in conjunction with our Privacy Policy and Terms of Use 

We reserve the right, at our absolute discretion, to update, revise (including by deletion), supplement, or otherwise modify this Agreement at any time without notice to you. 

All capitalised terms used throughout this Agreement have the meaning set out in clause 14 (Definitions).

1.   Acceptance of Terms
1.1    By creating an account with us, you are agreeing, on behalf of yourself and those you represent, to comply with and be legally bound by this Agreement as well as our Terms of Use  Privacy Policy  and all applicable laws. 
1.2    If you register an account on behalf of an employer or other person or entity you represent, you warrant that you have the authority to act on their behalf and legally bind them to this Agreement. If you do not have this authority, neither you nor those you represent can use the Content. 
1.3    If you, for yourself or on behalf of those you represent, do not agree to any provision of this Agreement, you must, for yourself and on behalf any such person(s), discontinue the registration process, discontinue your use of the Services, and, if you are already registered, cancel your account.

2.    Content Licence
2.1    We grant you a perpetual, non-exclusive, worldwide, non-transferable licence to use the Content on the terms and conditions of this Agreement (“Licence”).
2.2    The Licence is applicable to individual items of Content downloaded from our Website or otherwise made available by us. Each download forms a separate contract under this Agreement.
2.3    You may use the Content in the creation of works and may copy, reproduce, modify, publish or display the Content subject to any restrictions set out in this Agreement.
2.4    The Licence granted to you under this Agreement begins only after full payment is received.
2.5    You may allow subcontractors or service providers to use the Content if they are assisting in the creation, production, or distribution of work for your use.

3.    Restrictions on Use
3.1    Unless this Agreement explicitly states otherwise, you must not, and you must not permit others to:
(a)    use the Content:
(i)    in any way that is offensive or that results or could result in any loss or any damage to any person;
(ii)    for fraudulent or misleading purposes;
(iii)    in any inappropriate, defamatory, pornographic or other unlawful manner or to promote violence or hatred;
(iv)    in violation of any applicable regulations or industry codes;
(v)    in any way that infringes any Intellectual Property right;
(vi)    that allows third parties to download, extract, or otherwise access the Content as a stand-alone file;
(vii)    in any manner that suggests or implies, or could be taken to suggest or imply, that a person in the Content is personally endorsing a product, service, idea, or opinion;
(viii)    for any commercial purpose that allows a third party to select and customise a product featuring the Content, such as posters, postcards, greeting cards, t-shirts, mugs, calendars, and similar items and includes the sale of products through custom designed websites;
(b)    use or exploit the metadata associated with the Content, such as captions, keywords, or other information, separately from the Content;
(c)    use any Content that features an identifiable person in connection with Sensitive Subject Matter.
3.2    You acknowledge and agree that:
(a)    you will not sublicence or transfer the Content for use by third parties;
(b)    all rights, title, and interest in the Content belong to Nativ Collection at all times;
(c)    you will not use the Content other than as expressly authorised in this Agreement or otherwise in a form and manner first approved by us in writing;
(d)    you will not, directly, or indirectly, challenge, contest, deny or assist any other person to challenge, contest or deny the validity of any rights comprised in the Content;
(e)    you will not falsely represent that you are the original creator of any Content or any work that is made up largely of any Content.

4.    Accounts
4.1    You must register an account with us to purchase a subscription and download Content. Any personal information that you give us will be held and used by us in accordance with our Privacy Policy [hyperlink].
4.2    In registering for an account, you and acknowledge and warrant that you:
(a)    are 18 years or older;
(b)    will provide accurate, complete and up to date personal information when registering for an account with us and will keep us informed of any changes to such personal information;
(c)    are solely responsible for the activity that occurs on any Device through which you access and use the Website and your account with us and ensuring that your sign-in credentials are kept secure; and
(d)    will promptly inform us if you discover any authorised access to your account.
4.3    In addition to any other action available to us under this Agreement, we reserve the right to limit, suspend or terminate accounts of users in breach of any term of this Agreement or the Terms of Use or for any other lawful reason.
4.4    You may update, edit, or terminate your account at any time through the Website.

5.    Subscriptions 
5.1    We offer three (3) types of subscriptions, and each type has their own specific inclusions. The subscription types we offer are displayed on our Website and can be accessed here [hyperlink].
5.2    Goods and services available through our Website are subject to change without notice.
5.3    We reserve the right to limit the sales of our goods or services to any person, geographic region, or jurisdiction and may, at our discretion, limit quantities of any goods or services offered on our Website.
5.4    We may at discretion discontinue any goods or services at any time without notice.

6.    Pricing and Payment
6.1    All subscription fees are displayed on our Website and can be accessed here [hyperlink]. Unless otherwise stated, all pricing is in Australian dollars and includes Goods and Services Tax (“GST”). 
6.2    All subscription fees and other charges must be paid in full and without set off or deduction in advance in the amounts and at the times specified until your subscription is cancelled.
6.3    We reserve the right to review and increase our fees from time to time. This applies notwithstanding the subscription fees payable at the time you enter this Agreement (unless you have pre-paid any fees in advance). 
6.4    If you use a payment card linked to a foreign currency denominated account, the conversion rate applied will be determined by the relevant payment scheme at the time of processing the transaction.
6.5    Please note that we will never request your credit card details through email.
6.6    We reserve the right to: 
(a)    refuse to process payment by credit card if we feel there is a high risk of credit card fraud, in which case you will be invited to complete your purchase via an alternate method; and
(b)    vary our fees and charges displayed on our Website at any time without notice to you.
6.7    If your payment method fails or if there are overdue amounts owing on your account then, without limiting or affecting any other rights we may have under this Agreement or at law, we may at our discretion:
(a)    limit, suspend, or terminate your subscription and/or account indefinitely or until such time all outstanding amounts are paid in full;
(b)    charge late-payment interest at a rate 2% per annum above the prime interest rate charged by our bank on any overdue payments or judgments, calculated from the due date until the payment is made, and recoverable as arrears;
(c)    take any other action available to us under this Agreement.
6.8    You indemnify Nativ Collection for all costs and expenses incurred by Nativ Collection in enforcing its rights under this Agreement and recovering any debt from you or those you represent including, without limitation, legal costs on a solicitor and own client basis.

7.    Intellectual Property Rights
7.1    All Content is owned by, or licensed to, Nativ Collection, its related entities, or its content suppliers and is protected by all applicable laws of Australia and other nations governed by international treaties.
7.2    Except as expressly provided in this Agreement, you acknowledge and agree that you have no legal or equitable proprietary or other right, title, or interest in any Content and nothing in these Terms constitutes a transfer, assignment, or grant of any intellectual property or ownership rights in such Content. You granted rights to use the Content, but you are not allowed to challenge, claim ownership of, or dispute these rights.
7.3    If you suspect or identify any misuse or infringement of any Content, you must immediately notify us but not take any legal action against third parties in respect of any misuse or infringement of Content without our written consent.
7.4    The rights granted to you are personal and non-transferable. You cannot sell, sublicense, rent, lease, or otherwise transfer the Content without our written consent. You are also not entitled to receive revenue from any secondary uses of the Content (e.g., on social media platforms or content sharing sites).
7.5    You warrant that you will not, and will not permit others to, use the Content (in whole or in part) as the distinctive feature of a trademark, business name, or logo nor attempt to register it as a trademark or use it to prevent third-party usage.
7.6    We reserve the right to ask you to immediately destroy, deliver up and otherwise indemnify us for any loss suffered if you or those you represent breach this clause 7.

8.    Exclusion of Liability
8.1    To the full extent permitted by law, Nativ Collection, its related entities, affiliates, officers, directors, employees, contractors, shareholders, and related persons will not be liable in contract, tort (including negligence) or otherwise or for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of or in connection with the Website, this Agreement, or your use of or inability to use any Content.
8.2    Nothing in this Agreement is intended to exclude or limit any right or remedy you have in statute, including under the Australian Consumer Law. Any disclaimer, exclusion or limitation in this Agreement applies as provided for in this Agreement to the full extent permitted by law and subject to any such non-excludable right or remedy.
8.3    To the extent that any liability of Nativ Collection, its related entities, affiliates, officers, directors, employees, contractors, shareholders, and related persons collectively arising from the Website or this Agreement cannot be excluded by law, you agree that such liability, whether arising in contract, tort (including negligence), restitution or otherwise, shall be limited to a maximum of AUD $500 in aggregate.  

9.    Indemnity 
9.1    To the full extent permitted by law, you agree to release, indemnify, and hold harmless Nativ Collection, its related entities, affiliates, officers, directors, employees, contractors, shareholders, and related persons from all Claims arising out of or in connection with:
(a)    your use or inability to use the Website or any Content;
(b)    any modification of the Content by you or those you represent; 
(c)    a breach by you or those you represent of any term of this Agreement or the Terms of Use [hyperlink];
(d)    any wilful, unlawful or negligent act or omission by you; and
(e)    any reliance of the Website, or by any reason arising from or in connection with this Agreement.
9.2    The rights of Nativ Collection, its related entities, affiliates, officers, directors, employees, contractors, shareholders, and related persons at law, including any right to be indemnified under this clause 9, are not affected by:
(a)    the termination of this Agreement for any reason; or
(b)    any other fact, matter, or thing whatsoever.

10.    Representations and Warranties
10.1    To the best of its knowledge, Nativ Collection represents and warrants that the use of the Content in accordance with this Agreement will not infringe on the proprietary rights of any third parties.
10.2    Except as expressly provided in this Agreement, Nativ Collection does not make any representation or provide any warranty regarding image quality, merchantability, fitness for a particular purpose, or otherwise in respect of any Content.
10.3    To the full extent permitted by law, Nativ Collection, its related entities, affiliates, officers, directors, employees, contractors, shareholders, and related persons exclude all representations, warranties, or terms (whether express or implied) other than those expressly set out in this Agreement.

11.    Termination
11.1    This Agreement terminates automatically if, for any reason, we cease to operate the Website.
11.2    We may otherwise terminate this Agreement, suspend your use of the Website, and/or close your account with us at any time without any liability or further obligation to you, those you represent, or any other party, if you:
(a)    breach any term contained in this Agreement or the Terms of Use [hyperlink];
(b)    display or engage in inappropriate or unlawful behaviour;
(c)    enter or threaten to enter into liquidation or any other form of insolvency, bankruptcy, administration, management or receivership or enter into any scheme or arrangement with your creditors, other than for the purposes of reconstruction or amalgamation; or
(d)    suspend payment of your debts and/or are or become unable to pay your debts when they are due.  
11.3    We will endeavour to notify you if we terminate this Agreement for any reason set out above.
11.4    Upon termination of this Agreement, you must immediately and at your own expense stop using and delete or destroy (and cause each of your employees, servants, agents, subcontractors, and service providers to stop using and delete or destroy) all Content.
11.5    Termination of this Agreement by either party for any reason whatsoever is without prejudice to:
(a)    any accrued rights or remedies of either party under this Agreement or otherwise at law or in equity;
(b)    those obligations of either party which, by their nature, are intended to survive the termination of this Agreement.

12.    Confidentiality
12.1    The parties must not disclose Confidential Information except in the circumstances of this clause.
12.2    Neither party may use or make available in any form to any third party the other party’s Confidential Information, unless in accordance with this Agreement.
12.3    Each party must hold the other party’s Confidential Information secure and in confidence except for such Confidential Information which the disclosing party can demonstrate:
(a)    is required to be disclosed according to the requirements of any law, judicial body, or government agency;
(b)    is or has generally become available to the public without breach of this Agreement;
(c)    was approved for release in writing by the other party, but only to the extent of and subject to such conditions as may be imposed in such written authorisation.
12.4    This clause will survive termination of this Agreement.

13.    General
13.1    You must not assign, sublicense or otherwise deal in any other way with any of your rights under this Agreement.
13.2    No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
13.3    If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
13.4    Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
13.5    This Agreement contain the entire agreement between you and us with respect to its subject matter and supersedes all prior agreements and understandings between you and us in connection with it.
13.6    The rights and obligations of the parties under or in connection with this Agreement, including but not limited to the indemnities and warranties contained in this Agreement, will remain in full force and effect, and will not merge or be extinguished by or upon termination of, or completion of any obligations under, this Agreement.
13.7    This Agreement is governed by the laws of Queensland and each party submits to the jurisdiction of the courts of Queensland.

14.    Definitions 
In this Agreement, unless the context otherwise permits:
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) or equivalent State or Territory laws.
Claim or Claims means any action, suit, claim, demand, damages, cause of action, claim for costs (including legal costs and disbursements), expenses, losses, and liabilities of any nature (including tax and interest), howsoever arising and whether:
(a)    present or future, fixed or unascertained, or actual or contingent;
(b)    arising at law, in equity, under statute or otherwise; and
(c)    made in writing or verbally.

Confidential Information means information of a confidential nature in whatever form (including electronic) whether disclosed before or after the commencement of this Agreement including, without limitation, this Agreement, information relating to the other party's business including its financial and commercial affairs, agreements and customer information, the contents of any negotiations between the parties (if any), and the other party's personal information.

Content means all content available for licence from the Website including, without limitation, any photographs, videos, images, digitised photographs, moving images, illustrations, drawings, graphics, animations, films, and the like in any format. 
Device means any device owned or controlled by you that can access the Website, including without limitation any smartphone, tablet, laptop, smartwatch or other similar device.

Sensitive Subject Matter includes but is not limited to:
(a)    race or ethnic origin;
(b)    political affiliations, religious beliefs, or philosophical views;
(c)    sex, gender, gender identity or expression, or sexual orientation;
(d)    mental or physical disability or handicap;
(e)    any other characteristic or personal attribute whether covered by applicable legislation or not.

Trademark(s) means all registered or unregistered trademarks, trade names, logos, domain names, or other indications of origin now or in the future used by Nativ Collection.

Website means the website operated by Nativ Collection located at https://nativcollection.com.au/.