IP Request Terms & Conditions

Last updated: 27 June 2024

Welcome to layerlicensing.com and app.layerlicensing.com (the Website or Application). Layer Labs Pty Ltd (ABN 22 644 264 166) and its related bodies corporate (Layer, we, us or our) connect intellectual property (IP) rights holders and/or their agents, or any other third party (IP Holders) to qualified licensing opportunities in gaming, and provide referral, research and related tools, through our Website, the Application, communications between you and us, and other products and services provided to you (collectively, the Services).

Layer is a digital marketplace that allows the holders of IP to offer their IP for licensing to game publishers and/or developers, or their associated companies (you or your) for licensing purposes; to be used in the development of various products. The purpose of these terms is to set out the terms and conditions (Terms) which apply to you when you submit a request for Layer to research, procure, and/or manage, licensing for IP that is not listed on the Layer marketplace at the time at which you make the request (Request).

By checking the confirmation box on the Website and submitting a Request, you agree to these Terms. If you are a legal entity, and an individual (such as an employee or agent) agrees to these Terms on your behalf, both you (the legal entity) and the individual represent that the individual has the authority to bind you to these Terms.

These Terms are to be read in conjunction with the Game Profile Terms & Conditions. Each Request is subject to these Terms, as well as our Privacy Policy. All aspects of the Game Profile Terms & Conditions which apply to you continue to apply. In case of any inconsistency between these Terms and the Game Profile Terms & Conditions, these Terms will prevail and take precedence.

1. ‍Requests
   1. You may create a request for Layer to attempt to source IP that is not listed on the Layer marketplace.
   2. To create a Request you must:

      • Nominate IP to which you want Layer to source the rights for which may include other IP recommended based on your request but which does not include the IP specifically requested;
      • Agree to these Terms; and,
      • Provide information detailing the intended use of the IP.
   3. We will make reasonable efforts to source the requested IP or other IP that fulfils the Request; however, we cannot guarantee success.
   4. These Terms do not provide any guarantees, conditions or warranties on Layer in relation to a Request.
   5. If the rights are sourced for your Request, Layer will facilitate an introduction (Introduction) to the IP Holder of the relevant IP, and guide you through a process to help you secure a licensing agreement (Agreement), whether through the Website, or otherwise.
   6. You retain the right to accept or decline an Introduction associated with a Request.
   7. By creating a Request you warrant that you hold the relevant authority to ultimately enter into an Agreement to enter into a licensing agreement for the requested Property.
2. Commission
   1. Upon Introduction to an IP Holder through the use of this service, you agree to pay us a commission for providing services related to the Request by taking a portion (15%) of any licence fee, advance, minimum guarantee or royalty (Royalties) under any Agreement entered into between you and an IP Holder, their agent, or any other third party, to license the rights to the IP that is the subject of a Request (Commission).
      
      Note that 2.1. differs explicitly from payments in respect of IP that is listed on the marketplace for which no commission is payable from you to us.
   2. In return for Layer providing the Services, you agree that the Commission is payable:

      • in respect of any Agreement that you sign within 24 months of an Introduction.
      • on any variations, extensions or renewals made to said Agreement where it is for the same product/game/application, and for the same Property (Renewals).
      • where an IP Holder has been introduced to you through the use of this service, and you subsequently enter into an Agreement for a different property, including a property not listed on the Website or Application (Non-Listed Property).
      • if you decide to conduct business with an IP Holder that has made an Introduction to you, outside the Application, you will still be liable to pay us the Commission for any Agreement arising from that Introduction.
   3. Unless we otherwise agree in writing:

      • all amounts payable under these Terms are exclusive of any value-added tax;
      • we will invoice you for our Commission (plus any value-added tax amount payable) upon Royalties becoming payable;
      • you must pay each invoice within 30 days after receipt, using the payment method specified in the invoice;
      • except as required by law, the Commission that you pay is not refundable;
      • The Commission will be in whichever currency is stated in the Agreement; and
      • The Commissions apply to all Royalties pursuant to an Agreement and are exclusive of, and separate to, any fees paid or payable to agent(s), or any other third party.
      • If you fail to make any payment due under these Terms by the due date for payment, without limiting our other rights and remedies, we reserve the right to charge interest on the overdue amount at the rate of 1.5% per month (18% per annum) from the due date until the date of actual payment of the overdue amount.
      • In addition to interest, you will be liable for any costs and expenses incurred by us in collecting any overdue commission fees, including reasonable attorneys' fees and collection agency fees.
      • We may suspend the provision of any Services to you if any commission fees remain unpaid for 30 days following the due date.
      • Our failure to exercise our rights under this clause in any instance does not constitute a waiver of our right to enforce it in future instances.
   4. You must inform us of any payments made under an Agreement and agree to provide evidence of the payments, including the basis on which the payment was calculated;
   5. This clause survives the suspension or termination of your account and/or access to the Services for a period of 24 months after the date of the suspension or termination, regardless of whether, at the time of the suspension or termination you are in the process of, finalising an Agreement or renewal.
   6. You agree that no effort will be made to circumvent the terms of this Agreement in an attempt to avoid paying the Commission.
3. Layer as a facilitator
   1. We act solely as a facilitator in connecting you with IP Holders for the purposes of establishing a connection and/or listing IP on the marketplace. We do not possess, and will not be construed to possess, any authority—whether actual, apparent, or ostensible—to bind or commit IP Holders or you to any terms, agreements, or obligations. It is expressly understood that the our role is limited to that of an intermediary, and not that of a principal. We does not endorse, guarantee, or validate any IP listed on the marketplace, nor the actions or commitments of developers.
4. Liability & Warranties
   1. To the extent permitted by law, we:

      • provide the Services ‘as is,’ and make no representations about the accuracy, availability, reliability, authenticity, enforceability, or suitability, of an IPs' intellectual property rights or material listed or provided through our Website, or shared with you through the use the Request feature, or any other service provided through our Website;
      • exclude all guarantees, conditions and warranties, express or implied by law (Conditions), in connection with the Services; and
      • if any Condition applies to these Terms under any law, limit our liability for breach of the Condition to resupplying, or paying the cost of resupplying, the applicable Service and/or Request.
   2. Neither party will be liable to the other party for any indirect or consequential loss (including loss of profits, loss of business revenue, loss of business opportunities, loss of anticipated savings or damage to goodwill) arising in connection with the Services, a Request, or these Terms.
   3. Unless otherwise expressly provided, Layer has no control over and does not guarantee: the existence, quality, safety, or legality of any communications between you and an IP Holder; the truth or accuracy of IP Holder’s communications to you; your ability to enter into Agreements with an IP Holder; the ability of an IP Holder to pay you; or that an IP Holder will actually enter into an Agreement with you.
5. Indemnification by You
   1. You agree to indemnify, defend, and hold harmless Layer, its affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable legal fees) arising out of or relating to:

      • Your use of the Services, including but not limited to any Requests or Introductions made through the Services.
      • Any breach of these Terms by you.
      • Any content or information that you submit, post, or transmit through the Services or Requests.
      • Any infringement or alleged infringement of any Intellectual Property Rights or other rights of a third party by you.
      • Any violation of any applicable laws, regulations, or third-party rights by you.
   2. The Indemnified Parties will promptly notify you of any claim for which indemnification is sought under this clause, provided that any delay in notifying you will not relieve you of your obligations under this clause except to the extent that such delay materially prejudices your ability to defend the claim.
   3. You will have the right to control the defense and settlement of any such claim, provided that:

      • The Indemnified Parties may participate in the defense at their own expense.
      • You will not settle any claim in a manner that admits liability or imposes obligations on the Indemnified Parties without obtaining the prior written consent of the Indemnified Parties, which consent will not be unreasonably withheld.
   4. The indemnification rights set forth in this clause are in addition to, and not in lieu of, any other remedies that may be available to the Indemnified Parties at law or in equity.
6. Termination and Survival
   1. Upon the termination of this agreement by either party, for any reason, and subject to any express provisions set out elsewhere in these Terms, we will: stop providing the Services, remove your Listing and Content from our Website, the Application, and any of our promotional material, and take any necessary measures to prevent you from using our Services. Termination of this agreement will not affect any rights or liabilities that either party has accrued under it.
   2. The sections entitled ‘Commission’, ‘Liability and Warranties ‘, ‘Indemnification by You’, ‘Confidentiality’, ‘Information from Third Parties’, ‘Termination and Survival’, ‘Confidentiality’, ‘Dispute Resolution’, ‘Governing Law’, ‘General’, and any other sections which by intent or meaning have validity beyond termination of these Terms, will survive termination of this agreement.
7. Confidentiality
   1. Both parties agree to keep confidential all information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), including, but not limited to, the Request, the terms of this agreement, and any other information designated as confidential.
   2. The obligations of confidentiality do not apply to information that: (a) becomes publicly known through no fault of the Receiving Party; (b) is independently developed by the Receiving Party; (d) is disclosed with the Disclosing Party's prior written consent; or (d) is required to be disclosed by law, regulation, or a valid court order.
8. Privacy and Security of Information
   1. The security of your information is important to us. We regularly review developments in security and encryption technologies. Unfortunately, no data transmission over the internet can be guaranteed as totally secure. We take reasonable steps to preserve the security of cookies and information you provide us in accordance with our Privacy Policy, however we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. If your browser is suitably configured, it will advise you whether the information you are sending us will be secure (encrypted) or not secure (unencrypted). Layer will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (Malicious Code) into the Services. To avoid doubt, Layer is not responsible for any Malicious Code introduced by you.
   2. You will comply with all applicable privacy and data protection laws and are responsible for ensuring that you have obtained all individual consents required for Layer to provide the Services. Each party must, in relation to personal data obtained or held by it in connection with these Terms, or the provision of the Services, comply with the EU General Data Protection Regulation 2016/679 (GDPR) or (ii) California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA), (Civil Code Section 1798.100, et seq.) (CCPA); or (iii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR. Our approach to collecting and using Personal Information is described in our Privacy Policy.
9. Cookies and tracking
   1. When you view our advertisements on a Third-Party Website, the advertising company uses 'cookies' and in some cases 'web beacons' to collect information such as the server your computer is logged on to, your browser type, the date and time of your visit and the performance of marketing efforts.
   2. When you access our Website after viewing one of our advertisements on a Third-Party Website, the advertising company may collect information on how you utilise our Website such as which pages you view.
   3. We may use 'cookies' to provide you with better and more customised service and with a more effective website. A 'cookie' is a small text file placed on your computer by our web page server. A cookie can later be retrieved by our webpage servers. Cookies are frequently used on websites and you can choose if and how a cookie will be accepted by configuring your preferences and options in your internet browser. We use cookies for different purposes, such as:

      • to allocate a unique number to your internet browsers;
      • to customise our Website and/or Services for you;
      • for statistical purposes;
      • to identify if you have accessed a Third-Party Website; and
      • for security purposes.
   4. You are not obliged to accept a cookie and you can modify your browser so that it will not accept cookies. However, if you do so this may affect your browsing experience and certain functions within the Website may not work.
   5. Your IP address is the identifier for your computer when you are using the internet. It may be necessary for us to collect your IP address for your interaction with various parts of our Website.
10. Information from Third Parties
    1. The Website may contain links to the websites of third-party providers of goods and services (Third-Party Websites). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with Third-Party Websites.
    2. Our links with Third-Party Websites should not be construed as an endorsement, approval, affiliation with or recommendation by us of the owners or operators of those websites, or of any information, products or services referred to or contained on those websites, unless and to the extent stipulated to the contrary.
    3. If you have accessed Third-Party Websites through our website and if those third parties collect information about you, we may also collect or have access to that information as part of our arrangements with those third parties.
    4. Where you access a Third-Party Website from our website, cookie information, information about your preferences or other information you have provided about yourself may be shared between us and the third-party.
    5. As part of the Services, the Application may include the ability for you to connect additional supporting data sources (Data Source), such as data aggregated from social media feeds, to show evidence of the audience for a Property (Enrichment Data). The purpose of Enrichment Data is to help potential licensees understand your Property and demonstrate its value. It is your choice to connect (or disconnect) a Data Source to your Listing. If you choose to connect a Data Source to your Listing, you are wholly responsible for: maintaining such Data Sources, and the authenticity and accuracy of the Enrichment Data. We disclaim all liability from and accept no responsibility for, inaccurate, false, or misleading Enrichment Data or other information provided by a Data Source.
    6. LAYER DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY WEBSITES AND FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OF THIRD-PARTY WEBSITES.
11. Dispute Resolution
    1. In this Dispute Resolution section, the term "related third parties" includes your and Layer’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Layer's, and these entities' respective employees and agents.
    2. If you have a dispute arising out of these Terms, contact us and we’ll attempt to work with you to resolve the dispute. You and Layer each agree that any and all disputes, controversies or claims (Claims) that have arisen, or may arise, between you and Layer (or any related third parties) that relate in any way to or arise out of this or previous versions of these Terms, your use of or access to our Services, the actions of Layer or its agents, or any products or services offered will be resolved exclusively through final and binding arbitration, rather than in court, subject to any exemptions listed in this section.
    3. Any Claims arising out of, relating to or in connection with this agreement, including any questions regarding its existence, validity or termination, will be resolved by arbitration in accordance with the ACICA Expedited Arbitration Rules. The seat of arbitration will be Brisbane, Australia. The language of the arbitration will be English.
    4. Nothing in this section will prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Layer are each waiving the right to a trial by jury or to participate in a class action.
12. Continuous improvement
    1. We consistently release updates and improvements to the Services. To do this, we may, at times, need to switch off certain products and features, limit or suspend them (for example, to perform scheduled maintenance). We will use our best endeavours to notify you of updates to the Services so that you can evaluate the impact those changes may have on your use of the Services.
    2. As a result of these updates, we may also need to update these Terms from time to time. We will notify you in writing of any changes to these Terms and use our best endeavours to notify you beforehand. Updated Terms will be effective from the date that we post them to the Website. Your use of the Website or our Services after such modified Terms have been posted will be deemed acceptance by you of the new Terms.
    3. Any amendment to these Terms that is not made to the Terms on our Website, must be in writing and signed by both parties.
13. General
    1. These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
    2. Each of the parties acknowledge and agree that in entering into these Terms, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person (whether party to these Terms or not) which is not expressly set out in this agreement provided that nothing in this clause shall limit or exclude any liability for fraud, fraudulent misrepresentation or fraudulent misstatement.
    3. If a provision of these Terms are held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in this agreement.
    4. You agree that we may send communications about us to your email address. At any time, you may choose to stop receiving these communications, by unsubscribing from our mailing list.
    5. You may not assign this agreement or any of your rights under it without our consent except to any successor by way of a merger, acquisition, or change of control.
    6. Our express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect our ability to enforce any provision thereafter.
14. Governing law
    1. These Terms will be interpreted under and governed by the laws of the State of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of that place and the courts of appeal from them.