Legal Notice: This document has been prepared as a starting point and should be reviewed by a qualified Australian lawyer before commercial use. Back Lot Trailers Pty Ltd recommends engaging an entertainment or technology lawyer to tailor this agreement to your specific circumstances.
This Software Licence Agreement ("Agreement") is entered into between Back Lot Trailers Pty Ltd ABN 12 345 678 901, of Gold Coast, Queensland, Australia ("Licensor") and the entity or individual identified as the subscriber ("Licensee"). By accessing or using the Platform, the Licensee agrees to be bound by this Agreement.
In this Agreement, the following terms have the meanings set out below:
Subject to the terms of this Agreement and payment of the applicable Fees, the Licensor grants the Licensee a non-exclusive, non-transferable, limited licence to access and use the Platform during the Subscription Term solely for the Licensee's internal film and television production management purposes.
The Licence is personal to the Licensee and may not be sublicensed, transferred, or assigned without the prior written consent of the Licensor.
The Platform is available under the following Licence Tiers. The applicable tier is selected by the Licensee at the time of subscription:
All Fees are in Australian dollars and are exclusive of GST. GST will be added where applicable under A New Tax System (Goods and Services Tax) Act 1999 (Cth).
The Licensee must not, and must ensure that Authorised Users do not:
The Licensee must pay the Fees within 14 days of the date of the Licensor's invoice. Payments must be made by electronic funds transfer to the bank account nominated by the Licensor.
If the Licensee fails to pay any amount by the due date, the Licensor may charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until the date of payment.
If any Fees remain unpaid for more than 7 days after the Licensor gives written notice of non-payment, the Licensor may suspend the Licensee's access to the Platform without further notice until all outstanding amounts are paid in full.
All Fees paid are non-refundable except as required by the Australian Consumer Law.
All Crew Data collected through the Platform remains the property of the Licensee and the individual crew members to whom it relates. The Licensor processes Crew Data solely as a data processor acting on the instructions of the Licensee as data controller.
The Licensor will not sell, share, rent, or otherwise disclose Crew Data to any third party except as expressly authorised by the Licensee or as required by law. The Licensor will not use Crew Data for any purpose other than providing the Platform to the Licensee.
Both parties acknowledge that Crew Data may include sensitive personal information (including Tax File Numbers, bank account details, health information, and biometric data) and agree to handle such information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
The Licensor will implement and maintain appropriate technical and organisational security measures to protect Crew Data against unauthorised access, loss, or destruction, including encryption in transit and at rest.
The Platform, including all software code, algorithms, user interfaces, designs, databases, documentation, and content, is and remains the exclusive intellectual property of Back Lot Trailers Pty Ltd. All rights not expressly granted in this Agreement are reserved by the Licensor.
Nothing in this Agreement transfers any intellectual property rights from the Licensor to the Licensee. The Licensee acknowledges that it obtains only the right to use the Platform on the terms of this Agreement.
The Licensee retains all intellectual property rights in its own content uploaded to the Platform, including production data, call sheets, and related materials.
Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the other party's prior written consent, except to employees or advisers who need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations.
This obligation continues for 3 years after the termination or expiry of this Agreement.
Confidential Information does not include information that: (a) is or becomes publicly known other than through breach of this clause; (b) was already known to the receiving party without restriction before disclosure; or (c) is required to be disclosed by law or court order.
To the maximum extent permitted by law, the Licensor's total aggregate liability to the Licensee arising out of or in connection with this Agreement (whether in contract, tort, including negligence, or otherwise) is limited to the total Fees paid by the Licensee to the Licensor in the 3 months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, the Licensor is not liable for any:
Nothing in this Agreement excludes or limits liability that cannot be limited or excluded under the Australian Consumer Law.
The Licensor warrants that:
The Licensor does not warrant that:
To the maximum extent permitted by law, all other warranties, conditions, and terms (whether express, implied, statutory, or otherwise) are excluded.
The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
This Agreement commences on the date the Licensee first accesses the Platform and continues for the Subscription Term, unless terminated earlier in accordance with this clause.
Termination for breach: Either party may terminate this Agreement by written notice if the other party commits a material breach of this Agreement and fails to remedy that breach within 30 days of receiving written notice specifying the breach.
Immediate termination by Licensor: The Licensor may terminate this Agreement immediately by written notice if: (a) the Licensee fails to pay any Fees after the suspension period in clause 5; (b) the Licensee uses the Platform for any illegal purpose; or (c) the Licensee becomes insolvent or subject to external administration.
Effect of termination: On termination or expiry of this Agreement: (a) all Licences granted immediately cease; (b) the Licensee's access to the Platform is revoked; (c) Crew Data will be made available to the Licensee for export for 30 days after termination, after which it will be permanently deleted; and (d) each party must promptly return or destroy the other party's Confidential Information.
Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable legislation that cannot lawfully be excluded or limited.
If the Licensor is liable under any such guarantee or warranty, and to the extent permitted by law, the Licensor's liability is limited, at the Licensor's option, to: (a) supplying the services again; or (b) paying the cost of having the services supplied again.
This Agreement is governed by and construed in accordance with the laws of Queensland, Australia, without regard to its conflict of law principles.
In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation for a period of 30 days from the date one party gives written notice to the other of the dispute.
If the dispute is not resolved through negotiation, either party may refer the matter to the Queensland Civil and Administrative Tribunal (QCAT) or the courts of Queensland, as appropriate to the nature and value of the claim. Both parties submit to the non-exclusive jurisdiction of Queensland courts.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings of the parties with respect thereto. No prior agreements, whether written or oral, shall bind the parties.
The Licensor may amend this Agreement at any time by providing 30 days' written notice to the Licensee (which may be provided by email or by notice posted on the Platform). If the Licensee continues to use the Platform after the notice period expires, the Licensee is deemed to have accepted the amended Agreement. If the Licensee does not accept the amended terms, the Licensee must cease using the Platform and notify the Licensor in writing before the expiry of the notice period.
Neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, government action, cyberattacks, or failure of third-party infrastructure. The affected party must promptly notify the other party and take all reasonable steps to minimise the impact of the force majeure event.