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Last updated January 01, 2014
AGREEMENT TO TERMS
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or use the Marketplace Offerings.
INTELLECTUAL PROPERTY RIGHTS
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may not use the Site or the Marketplace Offerings for any illegal or unauthorized purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content may result in immediate termination of your account and a lifetime ban from use of the Site.
We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.
You may be required to register with the Site in order to access the Marketplace Offerings. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.
PURCHASES AND PAYMENT
We accept the following forms of payment:
– American Express
You agree to provide current, complete, and accurate purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
All sales are final and no refund will be issued.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Make any unauthorized use of the Marketplace Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
3. Use a buying agent or purchasing agent to make purchases on the Site.
4. Use the Site to advertise or offer to sell goods and services.
5. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
6. Engage in unauthorized framing of or linking to the Site.
7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
8. Make improper use of our support services or submit false reports of abuse or misconduct.
9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
11. Attempt to impersonate another user or person or use the username of another user.
12. Sell or otherwise transfer your profile.
13. Use any information obtained from the Site in order to harass, abuse, or harm another person.
14. Use the Marketplace Offerings as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Marketplace Offerings to you.
18. Delete the copyright or other proprietary rights notice from any Content.
20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Marketplace Offerings.
21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
23. Use the Site in a manner inconsistent with any applicable laws or regulations.
24. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
Apple and Android Devices
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE one (1) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
The information provided by I Declare MultiMedia (“we,” “us” or “our”) on https://ideclaremultimedia.com (the “Site”) and our mobile application is for general informational purposes only. All information on the Site and our mobile application is provided in good faith, however, we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information on the Site or our mobile application. UNDER NO CIRCUMSTANCE SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR OUR MOBILE APPLICATION OR RELIANCE ON ANY INFORMATION PROVIDED ON THE SITE AND OUR MOBILE APPLICATION. YOUR USE OF THE SITE AND OUR MOBILE APPLICATION AND YOUR RELIANCE ON ANY INFORMATION ON THE SITE AND OUR MOBILE APPLICATION IS SOLELY AT YOUR OWN RISK.
EXTERNAL LINKS DISCLAIMER
The Site and our mobile application may contain (or you may be sent through the Site or our mobile application) links to other websites or content belonging to or originating from third parties or links to websites and features in banners or other advertising. Such external links are not investigated, monitored, or checked for accuracy, adequacy, validity, reliability, availability or completeness by us. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OFFERED BY THIRD-PARTY WEBSITES LINKED THROUGH THE SITE OR ANY WEBSITE OR FEATURE LINKED IN ANY BANNER OR OTHER ADVERTISING. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
The Site may contain testimonials by users of our products and/or services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of our products and/or services. We do not claim, and you should not assume, that all users will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY.
The testimonials on the Site are submitted in various forms such as text, audio and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.
The views and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials.
TERMS AND CONDITION FOR CONTRACTED COMPANY
- In this Agreement the following words and expressions shall have the following meanings unless the context requires otherwise:
“Board” means the board of trustees of the Organisation from time to time (including any committee of the board duly appointed by it);
“Confidential Information” means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Organisation for the time being confidential or commercially sensitive to the Organisation and trade secrets including, without limitation, technical data and know-how relating to the business of the Organisation or any of its or their business contacts or any information in respect of which the Organisation owes an obligation of confidence to a third party, including in particular (by way of illustration only and without limitation) any information, research, conversations, activity, ideas or strategy relating to political relationships, lobbying or campaigning undertaken, communicated, involved with, for or on behalf of the Organisation;
“Engagement” means the engagement of the Contractor by the Organisation on the terms of this Agreement;
” Tax Liabilities” means all liabilities to deduct and account for income tax under the PAYE system and/or primary National Insurance or similar contributions arising in consequence of payments made and/or benefits provided in connection with the Services together with any penalty, fine, interest, expense, cost or charge incurred or payable by the Organisation in connection with such liabilities (but for the avoidance of doubt shall not include any VAT payable on the fee referred to in clause 4.1);
“Intellectual Property Rights” means all intellectual property rights including without limitation all existing and future copyright, design rights, registered designs, trade marks, patents, domain names and database rights whether or not such rights are registered and including applications for any of these and the right to apply for any such rights in any part of the world for the full term and any renewals and extensions of such rights;
“Invention” means any invention, idea, discovery, know-how, method, concept, technique, process, development, improvement or innovation made by the Contractor in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium;
“Services” refers to the specified works detailed in Schedule 1 of this Agreement;
“Termination Date” means the date of termination of this Agreement howsoever arising; and
“Works” means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements and software programs and all materials embodying them and/or any Invention in whatever form, including but not limited to hard copy and electronic form, prepared by the Contractor in connection with the provision of the Services.
- The Organisation shall engage the Contractor and the Contractor shall provide digital marketing support for the [PROJECT] campaign and training (“Services”).
- The Organisation and the Contractor may agree to extend the termination date of this Agreement at any time, providing both parties agree in writing and attach said agreement to this Agreement.
- The Engagement shall be deemed to have commenced on [SAID DATE] and shall continue unless and until terminated:
- as provided by the terms of this Agreement; or
- by either party giving to the other not less two weeks prior written notice.
- During the Engagement the Contractor shall:
- provide the Services in an expert and diligent manner with all due care, skill and ability and use his/her best endeavours to promote the interests of the Organisation;
- unless prevented by ill health or accident, devote at least 10 days to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and
- promptly give to the Board all such information and reports as it may reasonably require in connection with the provision of the Services.
- If the Contractor is unable to provide the Services for any reason he/she shall advise the Organisation of that fact as soon as reasonably practicable. No fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.
- Unless he/she has been specifically authorised to do so by the Organisation in writing, the Contractor shall not:
- have any authority to incur any expenditure in the name of or for the account of the Organisation; or
- hold himself out as having authority to bind the Organisation.
- On the last working day of each calendar month (“Month”), the Contractor shall submit an invoice detailing the hours which he/she has worked, the Service provided and the fee payable (plus VAT, if applicable) for the previous month. The Organisation shall within 30 days of receipt of an invoice pay to the Contractor a fee of [THE SAID FEE]/ day exclusive of Value Added Tax (if applicable), such fee to be payable by bank transfer monthly in arrears.
- The Organisation shall be entitled to deduct from the fees (and any other sums) due to the Contractor any sums that the Contractor may owe to the Organisation at any time.
- The Contractor shall bear his/her own expenses.
6. Other Activities
- Nothing in this Agreement shall prevent the Contractor from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
- such activity does not cause a breach of any of the Contractor’s obligations under this Agreement; and
- the Contractor shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Organisation without the prior written consent of the Organisation.
7. Confidential Information
- The Contractor acknowledges that in the course of the Engagement he/she will have access to Confidential Information. The Contractor has therefore agreed to accept the restrictions in this clause 7.
- The Contractor shall not (except in the proper course of her/his duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use his/her best endeavours to prevent the use, publication or disclosure of) any Confidential Information. This restriction does not apply to:
- any use or disclosure authorised by the Organisation or required by law; or
- any information which is already in, or comes into, the public domain otherwise than through the Contractor’s unauthorised disclosure.
- All documents, manuals, hardware and software provided for the Contractor’s use by the Organisation, and any data or documents (including copies) produced, maintained or stored on the Organisation’s computer systems or other electronic equipment (including mobile phones provided by the Organisation), remain the property of the Organisation.
- The Contractor undertakes that he/she will not directly or indirectly make, publish or otherwise communicate any statement whatsoever, whether in writing or otherwise, which may have the effect of damaging or lowering the business interests and/or the reputation of the Organisation or any of the Organisation’s clients, customers, guests or visitors and/or which may be disparaging or derogatory to the Organisation or any of its clients, customers, guests or visitors.
- The provisions of this clause 7 shall survive termination of this Agreement howsoever caused.
8. Data Protection
- The Contractor consents to the Organisation and its duly authorised agents and employees holding and processing both electronically and manually the data (including personal sensitive data and information contained in email, email attachments and other forms of electronic communication) it collects, stores or processes that relates to the Contractor, for the purposes of the administration and management of its contractors and its business and for compliance with applicable procedures, laws and regulations.
- To ensure regulatory compliance and for the protection of its workers, contractors, clients/customers and business, the Organisation reserves the right to monitor, intercept, review and access any communication facilities provided by the Organisation that the Contractor may use during the Engagement. The Organisation will use this right of access reasonably but it is important that the Contractor is aware that communications and activities on the equipment or premises of the Organisation cannot be presumed to be private.
- The Contractor agrees to:
- abide by the terms of the Organisation’s email, communications and the Data Protection Act policy from time to time in force and attend any training in relation thereto
- to process the Personal Data in accordance with the Data Protection Legislation and this Agreement
- without prejudice to 8.3.2 that its processing of Personal Data under this Agreement shall at all times comply with the “Seventh Principle” set out in Part 1 of Schedule to the DPA (which provides that appropriate technical and organisational measures shall be taken against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data)
- to perform the obligations under this Agreement with reasonable skill and care
- Without limiting the generality of the foregoing to the extent that the Organisation acts as data processor on behalf of the Organisation in respect of any of the Purposes, the Contractor further represents warrants and undertakes:
- to process the Personal Data only on behalf of the Organisation, only for the purposes of performing this Agreement and only in accordance with written instructions contained in this Agreement or received from the Organisation from time to time;
- not otherwise disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by the Organisation without prejudice to clause 188.8.131.52 below;
- that the Contractor shall promptly notify the Organisation about:
- any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
- any accidental or unauthorised access to the Data: and
- any request received directly from the data subjects or the ICO without responding to that request, unless the Organisation has been otherwise authorised to do so;
- not do or omit to do or permit anything to be done which might cause the Organisation in any way to be in breach of the Data Protection Legislation;
- not to process the Personal Data in or transfer it to any country outside the European Economic Area without the prior written consent of the Organisation; and
- the Parties agree to cooperate in good faith in resolving any other issues necessary to achieve the objective of both Parties’ compliance with the Data Protection Legislation.
9. Intellectual Property
- The Contractor hereby irrevocably assigns to the Organisation (by way of present assignment of present and future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to any and all Intellectual Property Rights in or relating to any and all Works and Inventions and all materials embodying such rights to the fullest extent permitted by law together with all accrued rights of action in respect of any infringement of such rights. Insofar as they do not so vest automatically by operation of law or under this Agreement, the Contractor holds legal title in such rights and inventions on trust for the Organisation.
- The Contractor undertakes to the Organisation:
- to notify to the Organisation in writing full details of any Works and Inventions promptly on their creation;
- to keep confidential details of all Inventions;
- whenever requested to do so by the Organisation and in any event on the termination of the Engagement, promptly to deliver to the Organisation all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and Inventions and the process of their creation which are in his/her possession, custody or control;
- not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Organisation; and
- to execute all documents, make all applications, give all assistance and do all acts and things, at the request and expense of the Organisation at any time either during or after the Engagement, as may, in the opinion of the Organisation [or Board], be necessary or desirable to vest the Intellectual Property Rights in or relating to any Works and Inventions in, and to register them in, the name of the Organisation and to defend the Organisation against any claim that any Work or Invention infringes third party rights and otherwise to protect and maintain the Intellectual Property Rights in or relating to the Works and Inventions.
- The Contractor warrants to the Organisation that:
- he/she has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works or Inventions;
- he/she is unaware of any use by any third party of any of the Works or Inventions or Intellectual Property Rights in the Works or Inventions; and
- the use of the Works or Inventions or the Intellectual Property Rights in the Works or Inventions by the Organisation will not infringe the rights of any third party.
- In respect of works in any medium whatsoever in which copyright or any other rights may subsist and:
- which are used by the Contractor in connection with the provision of the Services;
- which are not Works or Inventions; and
- which were created by the Contractor or which the Contractor is entitled to use in connection with the provision of the Services
- the Contractor hereby grants to the Organisation an irrevocable and transferable right in perpetuity to use, distribute, reproduce, sub-licence and otherwise exploit such works in any manner and in all media now known or subsequently invented throughout the world and to authorise others to do so (without any remuneration to the Contractor, qualification or restriction) in connection with the use and exploitation of any product of the provision of the Services. The Contractor hereby grants to the Organisation the unlimited right to edit, alter, add to, take from, adapt or translate all the works referred to in this clause In respect of works in any medium whatsoever in which copyright or any other rights may subsist and: and to authorise others to do so.
- The Contractor acknowledges that no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Contractor in respect of the performance of his/her obligations under this clause 9.
- The Contractor hereby irrevocably appoints the Organisation to be his/her attorney to execute any such instrument or do any such thing and generally to use his/her name for the purpose of giving the Organisation or its nominee the benefit of this clause 9.
- The provisions of this clause 9 shall survive termination of this Agreement howsoever caused.
10.Insurance and Liability
- The Contractor shall have personal liability for any loss, liability or costs (including reasonable legal costs) incurred by the Organisation in connection with the provision of the Services and shall accordingly maintain in force during the Engagement relevant insurance in respect of the provision of the Services.
- Notwithstanding the provisions of clause 2.3, the Organisation may terminate the Engagement with immediate effect with no liability to make any further payment to the Contractor (other than in respect of amounts accrued prior to the Termination Date) if at any time the Contractor:
- commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Organisation; or
- is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
- is in the reasonable opinion of the Board negligent and incompetent in the performance of the Services; or
- is declared bankrupt or makes any arrangement with or for the benefit of his/her creditors or has a county court administration order made against him under the County Courts Act 1984; or
- is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 5 working days in any 2 week consecutive period; or
- is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Organisation brings or is likely to bring the Contractor or the Organisation into disrepute or is materially adverse to the interests of the Organisation.
- The rights of the Organisation under clause 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Contractor as having brought the Agreement to an end. Any delay by the Organisation in exercising its rights to terminate shall not constitute a waiver thereof.
12.Obligations upon Termination
- On the Termination Date the Contractor shall:
- immediately deliver to the Organisation all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Organisation, any keys, and any other property of the Organisation, which is in his/her possession or under his/her control;
- irretrievably delete any information relating to the business of the Organisation stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his/her possession or under his/her control outside the premises of the Organisation; and
- provide a signed statement that he/she has complied fully with his/her obligations under this clause 12.
- The relationship of the Contractor to the Organisation will be that of independent contractor and nothing in this Agreement shall render him/her an employee, worker, agent or partner of the Organisation and the Contractor shall not hold himself out as such.
- The Contractor shall be fully responsible for and shall indemnify on demand the Organisation for and in respect of:
- the Contractor Tax Liabilities;
- any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor against the Organisation arising out of or in connection with the provision of the Services or their termination.
- The Organisation may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Contractor.
- This Agreement constitutes the entire and only agreement and understanding of the parties and supersedes any previous agreement or understanding between the parties relating to the subject matter of this Agreement.
- The Contractor acknowledges and agrees that in entering into this Agreement he/she has not relied on any statement, representation, warranty, understanding, agreement, undertaking, promise or assurance of any person (whether party to this Agreement or not) other than as are expressly set out in this Agreement and, to the extent that the Contractor has been so induced, he/she unconditionally and irrevocably waives any and all claims, rights or remedies which he/she might otherwise have in that regard.
- Nothing in this clause 14 operates to limit or exclude any liability for fraud, fraudulent misrepresentation or fraudulent misstatement.
- The expiry or termination of this Agreement for whatsoever reason will not affect such of the provisions of it as are expressed to operate or have effect after its termination and will be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by the other party.
- In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently. The rights and remedies provided by this Agreement are cumulative and (unless otherwise provided in this Agreement) do not exclude any other rights or remedies available in law.
- Any notice required to be given under the provisions of this Agreement will be in writing and will be deemed to have been duly served if hand delivered or sent by facsimile or, within the United Kingdom, by prepaid recorded or special delivery post and, outside the United Kingdom, by prepaid international recorded airmail, correctly addressed to the relevant party’s address as specified in this Agreement or at such other address as either party may notify from time to time in accordance with this clause, marked for the attention of [name] in the case of a notice addressed to the Organisation and the Contractor in the case of a notice addressed to the Contractor. Any such notice will, in the case of delivery, be deemed to have been served at the time of delivery and, in the case of posting, on the expiration of 48 hours after it has been posted.
- Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person other than a Group Company who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act. Any Group Company may enforce the terms of this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall apply accordingly.
- Notwithstanding any other provision of this Agreement, the Organisation and the Contractor may by agreement in writing rescind or vary any of the provisions in this Agreement in any way without the consent of any third party, and accordingly section 2(1) of the Contracts (Rights of Third Parties) Act 1999 will not apply.
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Phone: (678) 250-3061