BETWEEN

TOURISM NT, a body corporate established pursuant to the Tourism NT Act (2006), Tourism House 43 Mitchell Street Darwin in the Northern Territory of Australia (the “Licensor”)

AND

The party seeking entry to the Tourism NT Image Gallery and use of the Tourism NT Images and the Tourism NT Logos (the “Client”)

RECITALS

1. The Licensor is the owner of both the Tourism NT Images and the Tourism NT Logos.
   
   
2. The Tourism NT Images and the Tourism NT Logos are provided to the Client solely for the purpose of positively promoting tourism to the Northern Territory.
   
   
3. The Licensor agrees that the Client can use either or both Tourism NT Images and Tourism NT Logos, subject to the terms and conditions set out in this Agreement.

THE PARTIES AGREE

1. DEFINITIONS AND INTERPRETATION

1. In this Agreement, unless the contrary intention appears the following definitions apply:
   
   “Intellectual Property” means all copyright and all rights in relation to registered and unregistered trademarks, registered designs, and all other rights resulting from intellectual activity or artistic fields;
   
   “Client’s Registration” means the information submitted by the Client enabling the Client to gain entry into the Tourism NT Image Gallery;
   
   “Client’s Request” means all the information received by the Licensor, from the Client, requesting use of selected Tourism NT Images or Tourism NT Logos, including the information contained in the Client’s Registration;
   
   “Tourism NT Images” means images and maps available for order from the Tourism NT Image Gallery;
   
   “Tourism NT Image Gallery” means the internet website that contains the Tourism NT Images and the Tourism NT Logos;
   
   “Tourism NT Logos” means all versions of the Tourism NT logo (including icons, pictures and words used in such logos) that appear in the Tourism NT Image Gallery;
   
   “Global Style Guide” means the guidelines set out in and available for download from the Logos & Branding section of the Tourism NT Image Gallery.
   
   
2. In the interpretation of this Agreement, unless such interpretation shall be excluded by or repugnant to the context:
   
   
   1. words importing the singular number include the plural number and vice versa;
      
      
   2. words importing any gender shall include all other genders;
      
      
   3. "person" includes a corporation;
      
      
   4. all references to statutes shall also refer to statutes amending or re-enacting or replacing the statutes referred to and shall include a reference to all Proclamations Orders in Council regulations rules by-laws ordinances and any other instruments and directions (if any) made there under;
      
      
   5. all covenants warranties undertakings and agreements herein shall if entered into by more than one (1) person be deemed to be joint and several;
      
      
   6. headings and sub-headings have been included for ease of reference only and this Agreement is not to be construed or interpreted by reference to such headings or sub-headings; and
      
      
   7. all Schedules to this Agreement shall be read and construed as forming part of the terms of this Agreement.

2. TERM OF AGREEMENT

1. This Agreement commences upon acceptance by the Licensor of the Client’s Registration.
   
   
2. For the purposes of Clause 2(a), the Licensor will communicate its acceptance of the Client’s Registration and any subsequent Client Requests by sending an electronic mail to the Client, at the Client’s electronic mail address, as provided by the Client in the Client’s Registration.

3. GRANT UNDER THIS AGREEMENT

1. The Licensor grants to the Client a licence to use the Tourism NT Images and the Tourism NT Logo for the primary purpose of positively promoting tourism to the Northern Territory of Australia, in accordance with the terms and conditions of this Agreement.

4. LIMITATIONS ON GRANT OF LICENCE

1. The licence granted to the Client under Clause 3 is subject to the Client ensuring that:
   
   
   1. the Tourism NT Images and the Tourism NT Logo are used only for the purpose set out in the Client’s Request;
      
      
   2. it does not modify or alter in any way the Tourism NT Images and the Tourism NT Logos;
      
      
   3. its employees, agents and contractors do not use the Tourism NT Images and the Tourism NT Logo in a manner inconsistent with the purposes set out in the Client’s Request;
      
      
   4. it will not use the Tourism NT Images and the Tourism NT Logo to produce materials for sale, without the prior written consent of the Licensor; and
      
      
   5. it maintains at all times, in the Licensor’s view, a reputation of high standing, within the tourism industry and other related industries.

5. CONDITIONS OF USE OF THE TOURISM NT IMAGES AND THE TOURISM NT LOGO

Presentation Requirements

1. Subject to paragraph 5(b), the Client must not without the prior written consent of the Licensor use the Tourism NT Images and the Tourism NT Logo in a manner that is inconsistent with the terms of this Agreement.
   
   
2. The Client may, if necessary crop Tourism NT Images.

Website Requirements

3. The Client must limit all Tourism NT Images and Logos displayed on a website to a maximum of 72 dots per inch (dpi).
   
   

   Additional Presentation Requirements for Tourism NT Logos

4. The Client must ensure use of the Tourism NT Logo is consistent with all of the following presentation requirements:
   
   
   1. The Client must use the Tourism NT Logo in accordance with the Global Style Guide;
      
      
   2. the Tourism NT Logo must retain a minimum size of 40mm wide (240 pixels) or 25mm wide (197 pixels) for stacked versions; and
      
      
   3. the minimum space around the entire Tourism NT Logo is always maintained so that the Tourism NT Logo stands alone.

   Incorporation into Artwork

5. The Client must ensure, where it incorporates into any artwork or other material the Tourism NT Images and/or the Tourism NT Logo, that:
   
   
   1. the final artwork and other material is of a professional standard;
      
      
   2. the Tourism NT Images and the Tourism NT Logo is not demeaned or disparaged in any way by its incorporation; and
      
      
   3. the Tourism NT Images and the Tourism NT Logo are used in their entirety and in their original colours.

   Tourism NT Attribution Requirements

6. The Client , when using or presenting Tourism NT Images in any medium, must attribute the Licensor as the source and owner of the Tourism NT Images, by providing in a reasonably prominent location:
   
   
   1. a credit line to Tourism NT;
      

      and/or

   2. the internet address: travelnt.com (within Australia) or australiasoutback.com (outside Australia); or
      
      
   3. a link to the internet address: http://travelnt.com (for Clients based in Australia) or http://australiasoutback.com (for Clients based outside Australia).

   Tourism NT Captioning and Context Requirements

7. The Client must at all times, when using or presenting the Tourism NT Images in any medium ensure:
   
   
   1. Tourism NT Images are captioned appropriately, and where a full caption is not possible, the region must be indicated.
      

      and

   2. each Tourism NT Image is in context i.e. the image is appropriate and relevant to the body of text where it is placed. For example, an image of Arnhem Land cannot be used to promote a tour or attraction located in Kakadu.

   Verification of Use of Tourism NT Images and Logo

8. Within one (1) month of using the Tourism NT Images and/or the Tourism NT Logo in a publication, the Client must forward a copy of the publication either electronically or in hard copy to the Licensor.
   
   
9. Within seven (7) days of using the Tourism NT Images and/or the Tourism NT Logo on a website, the Client must notify the Licensor of the uniform resource locator (URL) of that website.
   
   

   Contact Information

   For the purposes of Clauses 5(a), 5(c), 5(e)(iv), 5(i) and 5(j) the Client must contact the Image Gallery Coordinator in accordance with Clause 14 of this Agreement.

6. INTELLECTUAL PROPERTY

1. This Agreement does not confer on the Client, any rights of ownership in the Tourism NT Images and the Tourism NT Logos.
   
   
2. The Client acknowledges that the Tourism NT logos are trademarks of the Licensor.
   
   
3. All intellectual property rights in the Tourism NT Images and the Tourism NT Logos, including but not limited to copyright, will remain vested in the Licensor and are unaffected by this Agreement and the Client’s licence granted under this Agreement.

7. INDEMNITY

1. The Client will indemnify and keep indemnified the Licensor against any loss, costs, expenses, damages and liability of any kind, which the Licensor may sustain or incur, arising directly or indirectly from any claim relating to the use of the Tourism NT Images and the Tourism NT Logos, made or permitted to be made by the Client, or relating to any derivative artwork or other material by or on behalf of the Client which incorporates the Tourism NT Images and the Tourism NT Logos.

8. EXCLUSION OF LIABILITY

1. The Client agrees the Licensor is excluded from all liability (including loss of revenue, loss of profits, loss of production, loss of data, loss of goodwill or credit, loss of reputation or future reputation or publicity, loss or denial of opportunity, or increased or wasted overhead costs) suffered by the Client, whether or not arising out of this Agreement.

9. CLIENT’S ACKNOWLEDGEMENT

1. The Client acknowledges that:
   
   
   1. an approval of the Client Registration does not constitute permission in any way to deal with or obtain any of the Tourism NT Images and the Tourism NT Logos; and
      
      
   2. the Licensor may in its absolute discretion, and without notice, deregister a Client from the Tourism NT Image Gallery.

10. CLIENT’S WARRANTY

1. The Client warrants that:
   
   
   1. the information provided to the Licensor that is contained in the Client’s Request, is accurate at the date the Client’s Request was submitted for approval to the Licensor; and
      
      
   2. in the event that any of the information contained in the Client’s Request changes from that provided to the Licensor, it will notify the Licensor within 7 days upon becoming aware of such a change.

11. QUALITY OF PRODUCT

1. The Licensor does not warrant that Tourism NT Images or Tourism NT Logos obtained from the Tourism NT Image Gallery are entirely free from error.

12. TERMINATION

1. If the Client breaches a clause contained in this Agreement, the Licensor may terminate this Agreement immediately.
   
   
2. Upon termination of this Agreement:
   
   
   1. all licence rights granted to the Client will immediately cease;
      
      
   2. the Client must return to the Licensor all copies of Tourism NT Images and Tourism NT Logos in its possession; and
      
      
   3. the Client must delete or destroy all copies of Tourism NT Images and Tourism NT Logos held by the Client in electronic form, unless otherwise agreed by the Licensor.

13. CLAUSES TO SURVIVE TERMINATION

1. All of the following clauses will survive termination of this Agreement:
   
   
   1. Clause 4 (Limitation’s on Grant of Licence)
      
      
   2. Clause 6 (Intellectual Property);
      
      
   3. Clause 7 (Indemnity);
      
      
   4. Clause 8 (Exclusion of Liability); and
      
      
   5. Clause 10 (Client’s Warranty)

14. NOTICES

1. All notices, approvals, consents, or other communications required or permitted to be given under this Agreement, unless required otherwise, must be delivered by prepaid postage or certified mail, by hand or electronic mail to:
   
   Image Gallery Coordinator
   
   Tourism NT
   
   GPO Box 1155
   
   Darwin NT 0801
   
   AUSTRALIA
   
   or
   
   Tourism House
   
   43 Mitchell Street
   
   Darwin NT 0800
   
   AUSTRALIA
   
   or
   
   tourismNTimagegallery@nt.gov.au
   
   
2. For the purposes of clause 14(a), a notice is deemed given:
   
   
   1. five (5) days after deposit in the mail with postage prepaid or certified;
      
      
   2. when delivered by hand;
      
      
   3. if sent by electronic mail, when that electronic mail is received into the Licensor’s electronic communication system, as evidenced by computer records of the Licensor.

15. GOODS AND SERVICES TAX

1. For the purposes of this Clause 15, unless the context otherwise requires:
   
   
   1. "GST" means any tax imposed on Supply by or through the New Tax System (Goods and Services Tax) Act 1999 ("the Act"). Where any other term is used in this clause that is defined in the Act, it shall have the meaning that it bears in the Act.
      
      
   2. “GST Rate” means the percentage amount of GST payable determined under section 9-70 of the Act as amended from time to time; and
      
      
   3. "Input Tax Credit", "Recipient", "Supplier" and "Supply" have the meaning they bear in the Act.
2. The Parties acknowledge that the consideration (if any) under this Agreement is inclusive of GST, where GST is calculated using the GST Rate at the time of forming this Agreement.
   
   
3. The Supplier shall provide the Recipient with a tax invoice and/or adjustment notes in relation to the Supply prior to an amount being paid by the Recipient under this Agreement and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.

16. COMPLIANCE WITH LAWS

1. The parties shall comply with all laws in force in the Northern Territory from time to time.

17. AMENDMENTS

1. The Licensor may, in its absolute discretion, from time to time change the terms and conditions set out in this Agreement.

18. ASSIGNMENT

1. A party shall not assign or otherwise deal with this Agreement or any right under this Agreement without the prior written consent of the other party.

19. SEVERABILITY

1. If a court determines that a word, phrase, sentence, paragraph or provision in this arrangement is unenforceable, illegal or void then it shall be severed and the other provisions of this arrangement shall remain operative.

20. JURISDICTION AND PROPER LAW

1. This Agreement shall be governed by and construed in accordance with the law for the time being in force in the Northern Territory and the parties hereto submit to the jurisdiction of the Supreme Court of the Northern Territory at Darwin in respect of all matters arising hereunder or related hereto.

21. FURTHER ACTS

1. Each party will promptly do and perform all acts and execute and deliver all documents (in a form and context reasonably satisfactory to that party) required by law or reasonably requested by the other party to give effect to this Agreement.

22. ENTIRE AGREEMENT

1. This Agreement constitutes the entire Agreement between the Parties relating to the subject matter hereof, and supersedes any previous agreements or understandings.