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Terms and conditions for engagements
1. By entering into any Agreement the Client agrees to be bound by these terms and conditions.
2. Services provided by TME to the Client under this Agreement include, but are not limited to, advertising on Facebook, Google and Youtube, in accordance with the terms outlined in Agreements.
3. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party, or until the Expiration Date.
4. Termination of this Agreement requires written or email notice delivered seven (7) days prior to the desired date of termination. Upon the expiration or termination of this Agreement, TME shall immediately cease its use of the Client’s licensed content and any other marketing material, and the Client’s rights to the services provided by TME shall automatically terminate.
5. Any notice given hereunder by any party to the other party may be affected either by personal delivery in writing, by mail, facsimile, or email.
6. Subject to any provisions hereof, the Client shall indemnify, defend and hold harmless from and against all claims, actions, suits, demands, costs, losses, expenses and other liabilities suffered or incurred by TME arising directly or indirectly from, or in connection with, any breach of any third party’s intellectual property, any willful, tortious or unlawful act or omission by the Client or its employees, subcontractors or agents in relation to this Agreement, and any breach of a State or Commonwealth law by the Client, its employees, subcontractors or agents in relation to this Agreement.
7. TME makes no warranty as to any success, or any consequences or effects of TME’s services and excludes all liability (including negligence), for any errors, mistakes or inaccuracies of content or information, claims relating to infringement of any third party’s intellectual property or defamation, personal injury or property damage resulting from use of TME’s services, unauthorised access to or use of TME’s servers or of any personal or financial information, interruption of transmission to or from the services, bugs, viruses, trojan horses, or the like which may be transmitted by any third party, loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available on or through the services, or matters beyond TME’s reasonable control.
8. To the maximum extent permitted by law, neither party shall be liable for any special, indirect, incidental, punitive or consequential damages (including without limitation, for breach of contract or warranty, negligence or strict liability), or for interrupted communications, loss of use, lost business, lost data, or lost profits (even if such party was advised of the possibility of any of the foregoing), arising out of or in connection with this Agreement. The foregoing exclusion of liability will not apply to the Client’s indemnification obligations, including any amounts payable in connection therewith, to the Client’s confidentiality obligations and/or either party’s willful misconduct.
9. The Client hereby grants to TME, and to any third party engaged by TME for the purposes of carrying out the services under this Agreement (whether or not in the Client’s knowledge) a non-exclusive, royalty-free, worldwide licence to use, copy, modify (as permitted herein), display, broadcast and transmit during the term of the Agreement any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) the Client provides in connection with the TME’s services to the Client. Except as set forth in this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with the Client or the Client’s third party licensors. The Client agrees that TME may, during the term of this Agreement and thereafter, include the Client’s name (including trademark, service mark and logo) on TME’s client list, and in its marketing materials, sales presentations and any online directories that TME may, from time to time publish.
10. The Client acknowledges that, in the course of the performance of this Agreement, it may have access to information and communications, and which constitutes the exclusive property and trade secrets of TME (“Confidential Information”). The Client agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with the Agreement.
11. Agreements are governed by the laws of New South Wales and the parties submit to the exclusive jurisdiction of the courts of that State. 13. Any provision of this Agreement which is prohibited or unenforceable will be ineffective to the extent of the prohibition or unenforceability. This will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of the provision in any other jurisdiction.