Definitions

1.1 In these terms and conditions, unless otherwise provided:

1. "Agreement" means the agreement between the Customer and Lovatts for license of the Licensed Material which incorporates these License Terms and Conditions, the Lovatts Privacy Policy and the Lovatts' Terms of Service available on the Website
2. "Customer" means person or entity receiving Lovatts' Intellectual Property
3. "Digital Products" means individual interactive word and number puzzles for on websites or in apps.
4. "Fee" means the amount payable for use of the Licensed Material in performing the Licensed Activities, as further specified in clause 6
5. "Insolvency Event" means in the case of a corporation any of the following:
   1. a liquidator or provisional liquidator is appointed;
   2. an administrator is appointed;
   3. a receiver or receiver manager is appointed to the corporation and/or any of its assets; or
   4. anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs
6. "Intellectual Property Rights" means all trademarks, domains, patents, copyright, design right, processes, know-how, trade secret, methodology, confidential and other proprietary rights, and any rights to registration of such rights whether created before or after the date of purchase of the Licensed Material both in Australia and throughout the world
7. "Licensed Activities" means use of the Licensed Material by the Customer in the nominated Customer publication or on the nominated Customer website(s) or app(s)
8. "Licensed Material" means Lovatts' Digital Products and/or Print Products which may be licensed to the Customer through the Website
9. "Lovatts" means Lovatts Media Group Pty Ltd (ACN 003 314 681) and its representatives, licensees and assigns, as the case may be
10. "Lovatts Intellectual Property" means any Intellectual Property Rights belonging to Lovatts, and in or to the Licensed Material
11. "Print Products" means individual static, non-interactive word and number puzzles for use in print-based publications and in the secondary digital editions of those print-based publications and
12. "Website" means the website located at www.puzzlexperts.com and any other website through which the Licensed Material may be provided to the Customer by Lovatts from time to time.

Customer obligations

2.1 The Customer agrees that it shall:

1. only use the Licensed Material for the Licensed Activities, unless the Customer first obtains the written consent of Lovatts to do otherwise which may be subject to additional Fees, terms and conditions
2. not remove or change any Lovatts Intellectual Property appearing in or on the Licensed Material
3. not do anything, or fail to do anything to prevent anything, which may in any way:
   1. be an attempt to remove, change or adapt or "reverse engineer" or otherwise alter or replicate any element of the Licensed Material including any code or proprietary information or interfere with any digital rights management technology incorporated in the Licensed Material or underlying Intellectual Property Rights in the Licensed Material or
   2. challenge the rights of Lovatts in the Lovatts Intellectual Property, including by challenging registration of the Lovatts Intellectual Property
4. except as provided in this Agreement, not allow or facilitate the copying, distribution or downloading of the Licensed Material by any third party
5. except as provided in this Agreement, have no rights in respect of any of the Lovatts Intellectual Property or of the goodwill associated with it, and the Customer acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect of any such Intellectual Property Rights or goodwill and that all such Intellectual Property Rights, goodwill and Lovatts Intellectual Property are, and shall remain, vested in Lovatts, but to the extent that the Customer acquires any such rights or goodwill, it shall hold the same on trust for Lovatts and execute upon request an assignment thereof in such form as Lovatts may specify and
6. keep accurate and detailed records of the use of the Licensed Material including but not limited to the publication name, platform, issue, page number, URL, date used, and duration of use as applicable

Payment for Licensed Material

3.1 In consideration of the provision of the Licensed Material, the Customer will pay Lovatts the Fee which will be paid in advance before the Licensed Material can be downloaded.

3.2 Unless expressly stated otherwise, all consideration for any supply under this Agreement includes any relevant taxes.

3.3 When paying the Fees by Mastercard or Visa credit card, the Customer may incur a two per cent surcharge on the total invoiced amount.

3.4 No refunds shall be made for Licensed Material purchased but not used.

Intellectual Property Rights

4.1 The Intellectual Property Rights in Lovatts’ Intellectual Property are, and shall remain, vested in Lovatts.

4.2 The Customer acknowledges that other than as set out in this Agreement, the Customer obtains no right or interest in the Licensed Material or Lovatts’ Intellectual Property.

4.3 The Customer must not, without written consent from Lovatts, make any substantial developments to the Lovatts Intellectual Property (and in particular the Licensed Material).

4.4 In return for the payment of the Fees and subject to the Customer’s acceptance and ongoing compliance with this Agreement, Lovatts grants a non-exclusive, non-transferable, revocable license to the Customer to use the Licensed Material for the purpose of the Licensed Activities.

4.5 Lovatts warrants that use by the Customer of Lovatts’ Intellectual Property, including the Licensed Material, in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party.

4.6 Lovatts reserves all rights not specifically granted to the Customer in this Agreement.

Licensed Activities

5.1 The Licensed Material may be used on a once-only basis.

5.2 There is no limit to the number of Print Products a Customer by purchase however no more than 20 Print Products may appear in any one publication issue at any one time.

5.3 The Customer must use the Licensed Material within 12 months from the date of purchase or the license will lapse.

5.4 Digital Products may be subject to additional terms and conditions. Please contact Lovatts for further information

Warranties

6.1 Lovatts represents, warrants and agrees that it has the right to enter into this Agreement and is the sole and exclusive rights holder of the Licensed Material.

6.2 The Customer represents, warrants and agrees that:

1. it will not sell the Licensed Material or provide it to third parties, and that the unauthorised use, exploitation, communication or copying of the Licensed Material is prohibited and
2. it shall do all things and execute all documents necessary or desirable to give full effect to the provisions of this Agreement, including providing all reasonable assistance as Lovatts may request to allow Lovatts to obtain, perfect, enforce, assert or defend any of its interests, rights or consents in the Licensed Material and Intellectual Property referred to in this Agreement.

Indemnity

7.1 The Customer indemnifies Lovatts for all claims, losses, damages and costs (on a fully indemnified basis including in respect of legal costs) caused by the Customer, its employees, representatives or agents arising out of or relating to:

1. the Customer’s use of the Licensed Material other than in accordance with this Agreement
2. the Customer’s breach of any term of the Agreement and
3. any claim by a third party against Lovatts arising out of or relating to the Customer’s use of the Licensed Material in breach by the Customer of any term of this Agreement.

Termination

8.1 Either party may terminate this Agreement, for convenience, by giving the other party at least 60 days’ prior written notice.

8.2 Either party may terminate this Agreement immediately if the other party is in breach of any obligation, representation, warranty, duty or responsibility and such default continues for a period of 30 calendar days following written notice thereof sent by the non-defaulting party or an Insolvency Event occurs in relation to the other party.

8.3 Upon termination of this Agreement, all licences and rights granted by Lovatts under this Agreement automatically terminate and the Customer must cease using all Licensed Material and must remove, destroy and delete all copies of Licensed Material and any relevant Lovatts’ Intellectual Property from its computer systems and from any other means of storage in its possession, power, custody or control.

General

9.1 The Customer acknowledges that all data relating to the Licensed Material will be retained by Lovatts on its (or its nominated representative’s) servers.

9.2 No variation or amendment of this Agreement will be effective unless agreed in writing by the parties.

9.3 Neither party may assign this Agreement without the prior written consent of the other party

9.4 This Agreement contains the whole of the Agreement between the parties.

9.5 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions of this Agreement and the remainder of the affected provision.

9.6 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party as set out below, or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice:

1. Customer: the relevant contact details used to register with the Website.
2. Lovatts:
   
   Lovatts Media
   PO Box 995 Terrigal
   NSW 2260 Australia
   Attention: Kirsty Tamplin, Senior Account Manager, Licensing and Syndication
   Tel: +61 2 4302 1517
   Email: sales@puzzlexperts.com

9.7 A notice will only be effective if addressed to the party to whom it is to be given and either sent by pre-paid mail or delivered to that party’s address, or sent by fax or email. A notice is deemed to have been received on the same day it is faxed or delivered or, if sent by post, on the third business day after posting or if to or from a place outside Australia, on the seventh business day after posting.

9.8 This Agreement is governed by the laws of the state of New South Wales, Australia and the parties submit to the jurisdiction of that state.

Digital Puzzles

"Puzzlexperts" is the trading name of Lovatts Media Group, an Australian company with its principal offices locates at 100-102 Terrigal Esplanade, Terrigal NSW 2260, Australia.

10.1 "License" is the agreement to supply a "Licensed Digital Product" by "Puzzlexperts" to a single page on the single website nominated by the “Customer".

10.2 "Customer" means person or entity receiving "Licensed Digital Product/s"

10.3 "Licensed Digital Product" is the play app/program/code with daily-updated puzzle content.

10.4 "Address" /"Allowed Domain" is the URL address of the single page on the single website nominated by the "Customer".

10.5 "Code" is the code provided to the "Customer" which allows access to the "Licensed Digital Product" app and daily-updated content. "Customer" will place this code on the single location on the single website nominated by the "Customer". "Code" means either source code or object code and is any human readable code derived in whole or in part from the "Licensed Digital Product" or any machine executable code derived in whole or in part from the "Licensed Digital Product", respectively.

10.6 "Digital Account Management panel" is the management tool for the "Customer". "Customer" will Register for a Digital Account giving the "Customer" access to the management panel in which the "Customer" may access the Licensed Digital Product "Code", monitor the Play Statistics, edit the "Allowed Domain", edit Customer details, and cancel license.

10.7 "Fee" means the amount payable for use of the "Licensed Digital Product"

10.8 Artwork” means mechanical drawings, colour slides, sample packaging, advertising and/or promotional materials and any other documentation "Puzzlexperts" reasonably determines is necessary for use of the "Licensed Digital Product".

10.9 “Sound Files” means integrated audio files and any other sounds "Puzzlexperts" reasonably determines is necessary for use of the "Licensed Digital Product".

10.10 “Documentation” means the user manuals and documentation related to "Licensed Digital Product", as is available.

10.11 “Intellectual Property Rights” means patent rights and registrations and applications therefore, copyrights (including, but not limited to, rights in audiovisual works and moral rights), copyright registrations and applications therefore, trade secrets, know-how, trademarks, service marks, trade names and registrations and applications therefore, rights in trade dress and packaging and other intellectual property rights recognized by the law of each applicable jurisdiction.

10.12 “Programs” means the computer software programs contained in "Licensed Digital Product",.

10.13 “Plays” means the per unit count of plays of a "Licensed Digital Product", a Play is recorded each time a "Licensed Digital Product" is launched by an end user of the Customer’s website. A "Licensed Digital Product" does not have to be completed for a Play to be recorded.

10.14 “Included Plays” means the total per unit number of "Plays" included monthly in the "Licensed Digital Product" fee.

10.15 “Excess Plays” means the respective per unit amounts payable for each excess "Play" of a "Digital Licensed Product".

Digital Product Licence

11.1 Grant of License. Puzzlexperts grants to the Customer a non-exclusive, non-transferable, limited license to utilize the Licenced Digital Product, as provided by Puzzlexperts for the purpose of presenting Licensed Digital Products on Customer's nominated Address/Allowed Domain. The Licensed Digital Product shall be a reusable puzzle game that can be played on common desktop, tablet and smartphone devices. Grant of License for a Licensed Digital Product includes Customer access to the Digital Account Management panel.

11.2 Delivery by Puzzlexperts. Puzzlexperts will supply Customer with the Licensed Digital Product Code for Customer's exercise of its rights pursuant to Sections 11.1. Customer will not copy, modify, disclose or distribute to any person all or any part of the Program, the Documentation, the Artwork or any of the Deliverable Items, except as specifically permitted hereunder.

11.3 License Restrictions. Customer will not authorize or knowingly permit any unauthorized third party to reproduce or alter Digital Licensed Product. Customer rights to Digital Licensed Product are limited to those expressly granted in this Agreement.

11.4 Ownership of Intellectual Property Rights of Licensed Digital Product. Puzzlexperts has and shall retain all rights of ownership in and to the Licensed Digital Product.

11.5 Platform support. Licensed Digital Products work on current platforms as of June, 2015. Browser and other platform updates beyond this time may affect functionality of the Licensed Digital Product. Puzzlexperts will periodically release updates to address compatibility issues but Puzzlexperts cannot guarantee nor is Puzzlexperts responsible for any downtime or failure of the Licensed Digital Product due to any such external change.

Conditions of Sale

These Conditions of Sale govern the purchase of Licensed Digital Products from Puzzlexperts by the Customer.

12.1 Customer agrees that it shall only use the Licensed Digital Product/s for Licensed Activities.

12.2 Customer will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sub-license or transfer any Licensed Digital Products available through this site (whether the same are available as streams and/or downloads) in any manner other than explicitly described in the product license agreement. Nothing in these terms of sale grants the customer any rights other than those expressly set out herein. These terms do not grant the customer any rights in relation to the synchronisation, public performance, promotional use, commercial sale, resale, reproduction, distribution or commercial exploitation of any Licensed Digital Product.

12.3 Customer will not do anything, or fail to do anything to prevent anything which may in any way be an attempt to remove, change, adapt or "reverse engineer" or otherwise alter or replicate any element of the Licensed Digital Product including any code or proprietary information.

12.4 Customer agrees to not attempt to circumvent the security technology in any way.

12.5 Customer will provide valid credit card details through the Puzzlexperts payment gateway.

12.6 If the Customer fails to comply with any of its obligations under this agreement (including but not limited to the payment of any Fee), Puzzlexperts shall be entitled at its absolute discretion to withhold the Licensed Digital Product or terminate this agreement

Customer

By placing an order for Licensed Digital Products through our site, Customer warrants that:

13.1 Customer is legally capable of entering into binding contracts;

13.2 Customer is at least 18 years old;

13.3 Customer will not copy, distribute or share the Digital Products other than as allowed under these terms of sale and the product license agreement.

13.4 By placing an order for Digital Products Customer agrees that Puzzlexperts may store, process and use personal data collected from the Customer for the purposes of processing/fulfilling your order. Puzzlexperts works with third parties that help Puzzlexperts provide the Digital Products to the Customer including card payment and collection companies and they will also have access to the Customer's personal data to the extent necessary to help us process/fulfil the Customer's order. For further information about how Puzzlexperts may store, process and use Customer personal data please refer to our Privacy Policy.

13.5 Customer must have website and connections to support the Licensed Digital Product. Puzzlexperts is not liable for any failure in the Customer's hardware or software, nor is Puzzlexperts responsible for any failure in equipment, hardware, software, or communication of the Customer's end-user/s.

Payments

14.1 Payment and Reporting. Licenced Digital Product payments are due monthly in advance. Excess Plays payments are due monthly in arrears.

14.2. Customer will provide valid credit card details through the Licensed Digital Product payment gateway.

14.3 Monthly Licensed Digital Product fee and all/any Excess Plays will be automatically charged to the Customer credit card. Customer will receive email notification of all payments.

14.4 Puzzlexperts may bar access to the Licensed Digital Product if payment is not received within 72 hours of the due time.

14.5 Unless expressly stated otherwise, the Fee will include relevant taxes at point of sale. Puzzlexperts will not be responsible for Customer tax liability in any other jurisdiction.

14.6 Customer may cancel their License at any time. Cancellation will be valid from the start of the next billing period. Excess Plays will be charged for the active billing period.

14.7 Payment for all Licensed Digital Products must be by credit card. We accept the credit cards displayed on the payment page of our site.

14.8 By providing the details of a credit card to be billed for payment of the price due, you confirm that you are authorised to purchase the Licensed Digital Products and that you are the holder of the relevant credit card or are expressly authorised to use such. All card payments and card holder details may be subject to validation checks by us and the card issuer.

14.9 All credit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment Puzzlexperts will not accept your order and will not be liable for any delay or non-delivery and Puzzlexperts is not obliged to inform you of the reason for the refusal. Puzzlexperts is not responsible for your card issuer or bank charging you as a result of our processing of Customer's credit card payment in accordance with Customer's order. Should there be a problem with Customer payment, Customer will be notified by email.

Support and Communication

15.1 All communications will be made to the email address provided by the Customer in the registration process. When using the Puzzlexperts site, the Customer accepts that communication with Puzzlexperts will be mainly electronic. Puzzlexperts will contact you by email or provide you with information by posting notices on our site. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Puzzlexperts provides to Customer electronically comply with any legal requirement that such communications be in writing.

15.2 Puzzlexperts will update software periodically as determined by Puzzlexperts.

Puzzlexperts liability

16.1 Puzzlexperts warrants to the Customer that any Licensed Digital Product purchased from Puzzlexperts through our site is of satisfactory quality and reasonably fit for the purpose for which products of the same kind are commonly supplied. Puzzlexperts does not make any other promises or warranties about the Licensed Digital Products. Customer agrees that use of this site to access or purchase Licensed Digital Products is at Customer's sole risk.

16.2 If Puzzlexperts is in breach of the Terms & Conditions for the Licensed Digital Product, Puzzlexperts will not be responsible for any losses that the Customer suffers as a result, except for those losses which are a foreseeable consequence of the breach. Losses are foreseeable where they could be contemplated by Puzzlexperts at the time the Customer's order is accepted.

16.3 Puzzlexperts' liability for losses Customer suffers as a result of Puzzlexperts being in breach of the Terms & Conditions for a Licensed Digital Product is strictly limited to the purchase price of the relevant Licensed Digital Product affected.

16.4 Puzzlexperts is not responsible for losses which happen as a side effect of the main loss or damage and which are not foreseeable by the Customer and Puzzlexperts including but not limited to: Third party loss; loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of, damage to or corruption of data; loss of opportunity or goodwill; indirect or consequential loss of any kind; however arising and whether caused by tort (including negligence), breach of contract or otherwise.

16.5 This section does not exclude or limit in any way our liability for any matter for which we cannot exclude, or limit our liability under applicable law.

16.6 Force Majeure. Neither Puzzlexperts nor the Customer shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

16.7 Governing Law; Jurisdiction. Terms & Conditions will be governed by and interpreted in accordance with the laws of NSW, Australia. Puzzlexperts and the Customer irrevocably submit to the exclusive jurisdiction of the state of NSW and Puzzlexperts and the Customer waive any right to object to proceedings being bought in those courts.

16.8 Terms & Conditions may be updated without notice. It is the responsibility of the Customer to review the Terms & Conditions on the site from time to time.