1.1 The Agreement means the agreement between WAY COOL PTY LTD. (“Licensor”) and the Customer (“Licensee”) on the basis of the Order Form as defined herein, the Acceptance as defined herein and the Terms and Conditions set forth herein. The Terms and Conditions shall apply exclusively to any offer or agreement irrespective of any terms and conditions used by the Licensee.

1.2 The following terms are defined herein:

  • Licensed Material: any content provided by Licensor to Licensee as per the Order Form;
  • Network: any system allowing access to the Licensed Material via any communications link except by remote access as defined herein.
  • Local Area Network: a Network within a single site.
  • Wide Area Network: a Network over more than one site.
  • Site: the physical location(s) or address (es) at which the Licensed Material will be used as per the Order Form, or in default thereof the Licensee’s principal place of business.
  • Remote access: any system that allows access to the Licensed Material via any form of remote telephone access via modem or similar device.
  • Online Access: the access to the Licensed Material offered as the “Online” Licensed Material by the Licensor on the Internet (
  • Order Form: Licensor’s standard order form.
  • Acceptance: Licensor’s acceptance of the order by way of invoice.
  • Start Date: the date indicated on the invoice on which this Agreement takes effect.
  • Renewal Date: an anniversary of the Start Date.
  • License Fee: the fee for using the Licensed Material.
  • Renewal Fee: the fee to be paid annually prior to the Renewal Date.


2.1 The Licensor hereby grants to Licensee a non-exclusive, non-transferable License to use the Licensed Material at the Site, in accordance with the terms and conditions hereof.

2.2 Where the Licensed Material is supplied on a trial-basis for evaluation purposes, Licensee may use the Licensed Material for evaluation during the period agreed, in accordance with the terms and conditions hereof.


3.1 This Agreement shall remain in force for 12 months from the Start Date.

3.2 Upon termination of this Agreement, Licensee will cease use of the Licensed Material. Any special access or use of the Licensed Material that may apply after termination of this Agreement must be negotiated between Licensor and Licensee and accepted by both parties in writing.


4.1 Invoicing will occur annually. Licensee undertakes to pay Licensor the License Fee within 30 days of receipt of the invoice and the Renewal Fee prior to each Renewal Date, increased with VAT where applicable.

4.2 Licensor reserves the right to change the License Fee and/or the Renewal Fee with effect from the Start Date or Renewal Date subject to 30 days’ prior notice.

4.3 If payment of any Fee has not been received by Licensor within 30 days of the invoice date, Licensee will be in default without any further notice being required.

4.4 Licensor reserves the right to withhold delivery of the Licensed Material and any updates thereof until all outstanding fees and costs are paid.


Licensor may terminate this License forthwith by written notice sent by courier, first class post or fax or via e-mail to Licensee if:

  1. Licensee is in breach of this Agreement; or
  2. After Licensee has failed to remedy a breach of these terms and conditions within 14 days of being given notice to do so, or
  3. Licensee is declared bankrupt or enters into liquidation or any arrangement with creditors or has a receiver or administrative receiver appointed, such termination being prejudicial to any other claim which Licensor may have.


6.1 The Licensee shall not acquire any right, title or interest in:

  1. The Licensed Material;
  2. Any documentation or material made available to Licensee. This documentation or material shall remain the property of Licensor.

6.2 All rights in the Licensed Material, whether these exist or may come into existence, which are not specifically granted to Licensee by this Agreement are expressly reserved to Licensor or to such other rights holders as stated on the Licensed Material.

6.3 Any copyrighted material is reproduced by Licensor with the permission of the copyright holder.

6.4 Licensee shall not sublicense the Licensed Material to others and Licensee warrants that access will not be given to the Licensed Material to any person not being an employee, partner or student of Licensee’s firm, company, organisation, university or other entity. Any access to the Licensed Material given by Licensee must comply with the terms and conditions stated in this agreement.

6.5 Except as permitted by law, Licensee shall not allow any third party to duplicate or otherwise reproduce the Licensed Material or any part thereof.


7.1 Licensee shall use the Licensed Material and shall take all reasonable steps to ensure that its employees and partners shall use the Licensed Material only:

  1. For its own business purposes;
  2. By the user(s) specified on the Order Form;
  3. At the Site(s) specified on the Order Form;
  4. For the permitted purposes set out in the Agreement.

7.2 Licensee shall not use the Licensed Material, allow access to the Licensed Material or any extract of the Licensed Material, or any such result thereof other than for the purpose set out in Section 7.1, nor allow or authorise the Licensed Material to be used for the purpose of providing a similar online service whatsoever.

7.3 Licensee, its employees or partners on its behalf, during the normal course of Licensee’s business, and, where Licensee’s business is the provision of library services, bona fide on-site users of those services, may for its own business purposes:

  1. View the Licensed Material on screen;
  2. Print extracts from the Licensed Material;
  3. Transmit by print, fax, e-mail, or other method, extracts from the Licensed Material between employees, partners or agents of Licensee;
  4. Transmit by print, fax, e-mail, or other method, extracts from the Licensed Material to third parties only in connection with the provision of professional advice provided that no additional fee is directly or indirectly charged for the transmission.

7.4 All extracts must clearly reproduce the copyright notice(s) and Licensee shall not do or omit to do or authorise any other person to do or omit to do any act which:

  1. Would or might invalidate or be inconsistent with any Intellectual Property Right of Licensor in the Licensed Material
  2. Would be in breach of or otherwise inconsistent with the moral rights of the authors of the items comprising the Licensed Material.

7.5 Licensee shall not erase, remove, deface or cover any trademark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used on any media containing the Licensed Material or used in relation to it, nor shall Licensee authorise another person to do so.

7.6 Licensee shall promptly inform Licensor if Licensee becomes aware of:

  1. Any unauthorised use of the Licensed Material
  2. Any actual, threatened, or suspected infringement of any intellectual property right of Licensor in the Licensed Material, and
  3. Any claim by any third party that the Licensed Material infringes the intellectual property or other rights of any other person.

7.7 Licensee shall at the request and expense of Licensor do all such things as may be reasonably required to assist Licensor in taking or resisting proceedings in relation to any infringement or claim referred to in this Clause and in maintaining the validity and enforceability of the intellectual property of Licensor in the Licensed Material.

7.8 Except insofar as permitted by law, Licensee shall not modify, reverse assemble, decompile or reverse engineer the Licensed Material or any part thereof, or permit any third party to do so.

7.9 Licensee shall not, except to the extent necessary to exercise the rights granted under this Agreement:

  1. Make any alterations, additions or amendments to the Licensed Material;
  2. Combine the whole or any part of the Licensed Material with any other software, data or material
  3. Create derivative works from the whole or any part of the Licensed Material.


8.1 Licensor will supply to Licensee the Licensed Material.

8.2 Licensor may at any time make modifications or improvements to the Licensed Material.

8.3 Licensor may at any time withdraw from the Licensed Material any material included in it:

  1. If Licensor ceases, for whatever reason, to publish the publication from which such material is taken or otherwise no longer retains the right to publish such material;
  2. If in Licensor’s reasonable opinion such material contains any matter that infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable.

8.4 During the period of the Agreement, Licensor will use all reasonable endeavours, if and to the necessary extent, to make and supply updates to the Licensed Material.


9.1 Licensee will provide the Licensor with Licensee’s specific IP addresses to allow access to the Site for permitted use.

9.2 Licensor has the right to block Licensee’s access immediately and without prior notice if and when illegal access to the Licensed Material has been ascertained, or when there are reasonable grounds to suspect that such illegal access will occur or has occurred. Licensor has the right to limit access Online to a restricted range or specific IP addresses or to block a range of or specific IP addresses.

9.3 Although reasonable care is given to ensure uninterrupted use of the Licensed Material, Licensor shall not be liable for any temporary difficulties Licensee may encounter in Online accessing the Licensed Material whether due to telephone or cable connections, down time of the internet server at the provider, maintenance, virus detection or elimination, or any other reason whatsoever.

9.4 Without prejudice to any other remedy Licensor may have by law in the event of breach of the obligation in this clause, Licensee shall become due and owing without any further notice being required to Licensor by way of penalty a sum equal to the yearly fee for worldwide unlimited access applicable at the time of such breach.



10.1 Licensor warrants that it has obtained all necessary rights to grant this License.

10.2 Whilst reasonable care is taken to ensure the accuracy and completeness of the Licensed Material supplied, Licensor makes no representations or warranties whatsoever, express or implied, that the Licensed Material is free from errors or omissions.

10.3 Whilst reasonable care has been taken to exclude computer viruses, no representation or warranty is made that the Licensed Material is virus-free. Licensee shall be responsible to ensure that no virus is introduced to any computer or network.

10.4 Licensee has satisfied itself prior to entering the Agreement that the Licensed Material meets Licensee’s individual requirements and is compatible with Licensee’s hardware/software configuration and no failure of any part or the whole of the Licensed Material to be suitable for those requirements will give rise to any right or claim against Licensor.

10.5 The warranties set out in this clause are exclusive of and in lieu of all other warranties, conditions, terms, undertakings, and obligations whether implied or expressed by law.

10.6 Licensor shall not be liable for any loss whatsoever or for any indirect or consequential loss whatsoever, however suffered by Licensee or for any liability of Licensee to any third party in connection with the Licensed Material (whether or not caused by Licensor’s negligence).

10.7 The aggregate maximum liability of Licensor in respect of any direct or other loss (to the extent that such loss is not excluded by this Agreement or otherwise) whether such a claim arises in contract or tort shall not exceed a sum equal to the last annual License Fee for the Licensed Material.

10.8 Licensor shall not be liable for the use of the Licensed Material by Licensee, its agents and employees and Licensee shall keep Licensor fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.



11.1 Where two or more legal entities constitute Licensor and/or Licensee their liability shall be joint and several.

11.2 These terms and conditions together with the Order Form constitute the entire Agreement between the parties and may only be varied in writing signed by both parties.

11.3 Neither this Agreement nor any of the rights and obligations of Licensee hereunder may be assigned, transferred, charged, delegated, sublicensed, or otherwise disposed of in whole or in part on a temporary or permanent basis unless Licensee has obtained the prior written consent of Licensor.

11.4 No delay or forbearance by Licensor in enforcing any provisions of this Agreement shall be construed as a waiver of such provision or an agreement thereafter not to enforce the said provision on that or any other occasion or another provision on another occasion.

11.5 These Terms and Conditions are governed and construed in accordance with the laws of AUSTRALIA. The sole jurisdiction and venue for any action that may arise under or in relation to the subject matter hereof shall be the courts of AUSTRALIA.