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INTRODUCTION

By agreeing to these Terms, you acknowledge that you have read, understood and agreed to be bound by these Terms which comprise:

A. Terms of Use;

B. Licence Terms; and

C. General Terms.


 

A. TERMS OF USE

1. Use of Precedent Pool

1.1 It is free to register to use Precedent Pool, and to browse and search for Precedents

1.2 Precedents are available for download and use in exchange for a Licence Fee.

1.3 No Precedent constitutes or incorporates legal advice.

1.4 Each Precedent is nothing more than a template, and you must ensure that any Precedent is appropriate for your particular circumstances or intended use.

1.5 You acknowledge that:

(a) any Licence in respect of a Precedent is between the Licensor and Licensee and is not between PPPL and the Licensee; and

(b) you will not have any right, title or interest to any Precedent other than as set out in the Licence Terms.

1.6 If you pay a Licence Fee to use a Precedent, this means you will have purchased a Licence to use the Precedent pursuant to a Licence between the Licensor and you as Licensee.

1.7 PPPL may at any time, without notice, for any reason in PPPL’s sole discretion:

(a) change the features and functionality of Precedent Pool;

(b) cease to operate Precedent Pool;

(c) suspend or terminate any User’s right to use Precedent Pool; and

(d) take any steps PPPL considers reasonably necessary to prevent unauthorised use of Precedent Pool (including but not limited to implementing technology barriers, IP mapping or contacting any internet service provider).

1.8 Any exercise of PPPL’s rights under clause 1.7 will not affect any Licensee’s right to use any Precedent previously downloaded by such Licensee (provided that the Licensee has a current Licence to use the Precedent), but may mean that the Licensee can no longer access that Precedent, or any other Precedent, via Precedent Pool.

2. Account

2.1 Any details you provide to PPPL must be current, complete and accurate.

2.2 You must not share your account login details with any other person or provide access to your account to any other person.

2.3 You will be responsible for the security account details and indemnify PPPL for any Liability suffered by PPPL as a result of any use of your account by any other person.

2.4 You will notify PPPL of any unauthorised use of your account.

3. Privacy

PPPL will comply with PPPL’s Privacy Policy, and you acknowledge that you have read and agree to the terms of PPPL’s Privacy Policy.

4. Links

If Precedent Pool links to any third party website, PPPL does not:

(a) warrant the accuracy, currency or reliability of such website; or

(b) approve or endorse any content on the website.

5. Force Majeure

PPPL is not liable for any failure to perform, or delay in performing, PPPL’s obligations under any agreement if the failure or delay is due to any cause beyond PPPL’s reasonable control and PPPL may terminate any agreement affected by any such failure or delay.

6. Warranties and Liability

6.1 PPPL does not approve or endorse the content of any Precedent.

6.2 PPPL does not warrant that:

(a) Precedent Pool will always be in operation

(b) Precedent Pool, nor any Precedent, is fit for any purpose; or

(c) any Licensor meets the Licensor Criteria.

6.3 PPPL excludes all express and implied conditions and warranties in relation to each Precedent and Precedent Pool except those conditions or warranties that cannot be excluded by law and PPPL’s liability under any such conditions or warranties is limited, at PPPL’s option to:

(a) refunding the cost of the goods and/or services;

(b) resupplying the goods and/or services; or

(c) arranging to replace or repair the goods and/or the outcome of the services.

6.4 Nothing in these Terms are intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or any Fair Trading Act except to the extent permitted by such Acts.

6.5 You warrant that you have all necessary rights, power and authority to agree to these Terms.

6.6 PPPL is not liable for any error or omission in any Precedent and has no liability (whether under statute, contract, negligence or other tort, indemnity or otherwise) in relation to any Claim or Liability (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) in connection with any Precedent, Licence, Licensor or use of Precedent Pool.


 

B. LICENCE TERMS

7. Licence to Use Precedents

7.1 If you pay for a Licence to use a Precedent, the Licensor who owns that Precedent grants you a non-exclusive Licence to use the Precedent for a period of 12 months provided that:

(a) you pay the Licence Fee;

(b) subject to clause7.2, you do not share, sell or sub-licence the Precedent; and

(c) you comply, at all times, with all provisions of these Terms.
7.2 You may use a Precedent as many times as you wish during the term of the Licence for that Precedent.

7.3 Each Licensee under clause 7.1 is non-transferrable and non-assignable except that:

(a) you may use the Precedent to provide professional services to your clients; and

(b) if you are an employee or any other member of the Personnel of an entity you may share that Precedent with any other Personnel of that entity.

7.4 On the expiry or termination of a Licence, the Licensee must delete or destroy any copies of the Precedent which was the subject of the Licence (including any digital or hard copies).

7.5 Each Licensor may update or replace any version of a Precedent at any time in the Licensor’s sole discretion and the Licence will be amended to apply to the updated version of the Precedent available on Precedent Pool.

8. Refunds

8.1 If you are unsatisfied with any Precedent which has been Licensed to you as Licensee, you can obtain a full refund of the Licence Fee provided that:

(a) you email PPPL at admin@precedentpool.com.au to request a refund within 7 days of paying the Licence Fee;

(b) you immediately delete or destroy any copies of the Precedent (including any digital or hard copies) which is the subject of the refund; and

(c) PPPL is satisfied, in PPPL’s absolute discretion, that you are not persistently or consistently requesting refunds, or creating multiple accounts, or engaged in any other activity, solely for the purposes of obtaining refunds.

9. Licensor Warranties & Indemnities

9.1 Each Licensor warrants to each Licensee that:

(a) the Licensor owns all Intellectual Property Rights in respect of each Precedent uploaded by the Licensor;

(b) any use of any Precedent uploaded by the Licensor will not infringe the Intellectual Property Rights or any other rights of any person;

(c) any Precedent listed by the Licensor does not contain Confidential Information of any person; and

(d) the Licensor has not entered into any other agreement that is inconsistent with or in conflict with the terms of these Terms.

9.2 Each Licensor indemnifies each Licensee against any Liability or Claim arising directly or indirectly in relation to:

(a) any actual or alleged infringement of any Intellectual Property Rights of any person by the use of any Precedent licensed by the Licensor; and

(b) any actual or alleged disclosure of any Confidential Information of any person in any Precedent uploaded by the Licensor.

9.3 Each Licensor waives, and will ensure each member of the Licensor’s Personnel waives, all Moral Rights in or in respect of any Precedent uploaded by the Licensor.


 

C. GENERAL TERMS

10. Variations

10.1 PPPL may unilaterally vary these Terms at any time in PPPL’s sole discretion by posting updated Terms on PPPL’s website at precedentpool.com.au.

10.2 You agree that, if you continue to use Precedent Pool after PPPL posts any variation to these Terms on PPPL’s website, you are deemed to have accepted the varied Terms.

11. Definitions & Interpretation

11.1 In these Terms:

“Approvals” means all approvals, authorisations, permits, consents, determinations and licences which are issued, or required to be issued, by any Authority;

“Authority” means any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or entity;

“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;

“Confidential Information” means information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to any person including but not limited to any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies or any other matter;

“General Terms” means the terms set out in clauses 10 to 12 of these Terms;

“Intellectual Property Rights” means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trade marks, service marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields;

“Laws” means acts, ordinances, regulations, rules, codes and by-laws of the Commonwealth of Australia or any state or territory;

“Liability” means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);

“Licence” means a licence to use a Precedent pursuant to the Licence Terms and the General Terms;

“Licence Fee” means the fee proposed by the Licensor and accepted by the Licensee;

“Licence Terms” means the terms set out in clauses 7 to 9 of these Terms;

“Licensee” means a User who acquires a Licence to use a Precedent pursuant to the Licence Terms;

“Licensor” means a User who lists a Precedent on Precedent Pool;

“Licensor Criteria” means the Licensor:

(a) is a practising lawyer;

(b) maintains professional indemnity insurance; and

(c) meets any other criteria determined by PPPL from time to time;

“Licensor’s Precedent” means a Precedent listed on Precedent Pool by a Licensor;

“Moral Rights” means rights of integrity and attribution existing now or in the future in respect of property under the Copyright Act 1968 (Cth) or under Article 6bis of the Berne Convention for the Protection of Literary and Artistic Work 1886;

“Personnel” means any employee, servant, contractor, subcontractor, agent, partner, director or officer of any person;

“PPPL” means Precedent Pool Pty Ltd as the trustee for Precedent Trust ABN 79 596 281 356;

“Precedent” means a document available on Precedent Pool;

“Precedent Pool” means the website and platform available at precedentpool.com.au;

“Requirements” includes any requirement, notice, order, direction, recommendation, stipulation or similar notification received from or given by any Authority or under any Laws, whether in writing or otherwise, and regardless of to whom it is addressed or directed;

“Terms” means:

(a) the Terms of Use;

(b) the Licence Terms; and

(c) the General Terms;

“Terms of Use” means the terms set out in clauses 1 to 6 of these Terms;

“User” means a user of Precedent Pool (also referred to as “You” or “you”).

11.2 In these Terms:

(a) the headings will not affect interpretation;

(b) the singular includes the plural and vice versa;

(c) any other grammatical form of a word or expression defined in these Terms has a corresponding meaning;

(d) a reference to a document includes the document as novated, altered, supplemented or replaced;

(e) a reference to a party includes the party’s executors, administrators, heirs, successors in title, permitted assigns and substitutes;

(f) a reference to a person includes a natural person, body corporate, partnership, trust, association or any other entity;

(g) a reference to a statute, ordinance, code or law includes regulations, rules and other instruments under the statute, ordinance, code or law and any consolidations, amendments, re-enactments or replacements;

(h) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions;

(i) any agreement, representation, warranty or indemnity by two or more parties binds those parties jointly and severally;

(j) any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing;

(k) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms; and

(l) if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day.

12. Miscellaneous

12.1 Any waiver under these Terms must be express and in writing.

12.2 A party’s rights under these Terms do not exclude any other rights of a party.

12.3 If any provision of these Terms is unenforceable, the provision will be severed and the remaining provisions will continue to apply.

12.4 PPPL may assign any rights or benefits under these Terms to any person.

12.5 A User may only assign any rights or benefits under these Terms with the prior written consent of PPPL.

12.6 These Terms will be governed by the laws of, and the parties submit to the jurisdiction of the courts of, the state of New South Wales, Australia.



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