Terms of Service & Privacy

Terms of Service & Privacy

1. Definitions

In this agreement:

Authorised Persons means, in relation to a party:

• the directors, secretary and any other person appointed to act as an authorised officer of that party;
• the employees of that party;
• an existing or proposed financier of that party;
• the legal, financial and other advisers or consultants of that party; and
• the respective officers and employees of those legal, financial and other advisers or consultants.
• Claim means a claim, action, proceeding, judgment or demand made or brought by or against a party, however arising and whether present, unascertained, future or
  contingent.
• Intellectual Property includes all patents, designs, copyright, trade marks or circuit layout rights and any right to apply for the registration or grant of any of the above.
• Interest Rate means at any time the penalty interest rate fixed by the Victorian Parliament.
• Principal Intellectual Property means any Intellectual Property of the Principal, including but not limited to, the Product Intellectual Property.
• Product means a product owned or distributed by the Principal (whether goods or services) which is to be marketed by Neapolitan Media in accordance with this service
  agreement.
• Product Intellectual Property means any Intellectual Property in the Products, including any images or descriptions of the Products.

2. Principal appointed to provide Services

2.1 The Principal appoints Neapolitan Media to exclusively provide the Services to the Principal for the Term, in accordance with and subject to this document.

3. Acceptance of appointment

3.1 Neapolitan Media:

3.2 Accepts the appointment described in this document and

3.3 Agrees to perform the Services in accordance with the terms of this agreement.

3.4 The Principal acknowledges that services are non-exclusive, and Neapolitan Media is not restricted in providing these products & services to whom it chooses.

4. Term

4.1 This agreement commences on the Commencement Date and continues for the Term.

5. Sub-contracting

5.1 Neapolitan Media may sub-contract all or any part of the Services to any person on such terms as Neapolitan Media may determine (acting
reasonably), provided that such sub-contract shall not conflict with the terms of this agreement. Neapolitan Media will be responsible for the
management and supervision of any sub-contractor.

6. Obligations of Principal

6.1 The Principal must, on request by Neapolitan Media:

supply, or procure the supply, to Neapolitan Media on request all such reasonable information as may be within the knowledge and power of the Principal and necessary
for the performance of Neapolitan Media’s obligations under this agreement; and provide all reasonably necessary cooperation and assistance to Neapolitan
Media to allow the performance by Neapolitan Media of its obligations under this agreement.

Payment for Services

7. Fees

In consideration of Neapolitan Media performing its obligations under this agreement, the principal must pay to Neapolitan Media the fees set out in this agreement/document.

8. Indemnities

8.1 The Principal agrees to indemnify and keep indemnified Neapolitan Media from and against all Claims, liabilities, costs or expenses arising directly as a result of any reckless, wrongful, unlawful or negligent act or omission, fraud or wilful misconduct on the part of the Principal with respect to the performance of, or failure to perform, its obligations under this agreement except to the extent that such Claims, liabilities, costs or expenses are caused by or contributed to by any act, omission, negligence or default of Neapolitan Media.

8.2 The indemnity survives the expiry or termination of this agreement.

Termination

9. Immediate termination

9.1 Either party may terminate this agreement by written notice to the other party if the other party becomes subject to an Insolvency Event.

Termination on notice

9.2 Either party may terminate this agreement immediately by written notice if the other party commits a material breach of this agreement and the breach is not remedied within 30 days of being given notice to do so.

Effect of termination or expiry

9.3 If this agreement is terminated, then in addition to any other rights or remedies provided by law: each party retains any rights, entitlements or remedies it has accrued before termination, including the right to pursue all remedies available to either party at law or in equity; Neapolitan Media remains entitled to be paid the Fees which have accrued and are payable in respect of the period prior to termination; and retains full ownership of any and all clients that have been referred to the Principal. In the event that the clients remain with the Principal, the Principal is required to pay to Neapolitan Media an ongoing monthly fee, to be agreed between the parties, and Neapolitan Media remains entitled to be reimbursed for expenses which have accrued and are payable in respect of the period prior to termination.

Intellectual property

10. Neapolitan Media Intellectual Property

10.1 The Principal acknowledges and agrees that Neapolitan Media owns all of the Neapolitan Media Intellectual Property.

Principal Intellectual Property

11.1 Neapolitan Media acknowledges and agrees that the Principal owns all of the Principal Intellectual Property.

12. Grant of licence

12.1 From the Commencement Date, the Principal grants to Neapolitan Media a non-exclusive and non-transferrable licence during the Term to use the Product Intellectual Property in association with the provision of the Services.

13.1 The Principal indemnifies Neapolitan Media and holds Neapolitan Media harmless from and against all Losses which Neapolitan Media incurs as a direct or indirect result of a Claim that Neapolitan Media has infringed the Intellectual Property rights of any person through its use of the Product Intellectual Property in accordance with this clause 15.

Product Intellectual Property

14.1 Neapolitan Media acknowledges that the Principal owns the Product Intellectual Property and that Neapolitan Media has no rights in the Product Intellectual Property other than the rights granted to it under this agreement and, if applicable, any other agreement between the parties with regard to the Product(s).

14.2 All Intellectual Property in any improvements made, created, produced or acquired by Neapolitan Media, its officers, agents, contractors and employees with respect to the Product Intellectual Property will, on creation, production or acquisition and by virtue of this clause 15, be assigned, absolutely and irrevocably at the time of creation, production or acquisition, to the Principal.

14.3 Neapolitan Media must do all things necessary to perfect or complete any assignment referred to in clause 15.4(b) including, but not limited to, executing additional documents.

14.4 The Principal must, at its own expense, procure from every person who is an author of any part of the developed Product Intellectual Property (Author) an unconditional, irrevocable consent to Neapolitan Media, for Neapolitan Media to act in any way which may otherwise infringe the moral rights of the Author in the Product Intellectual Property.

Confidentiality

15.1 All information exchanged between the parties under this agreement or during the negotiations of the parties relating to the transactions contemplated by this agreement is confidential to them.

15.2 Each party must keep all confidential information of the other party secret and must not use that confidential information except as necessary for the purposes of this agreement, and must not disclose it except:

• as required by law or the rules of a securities exchange;
• to its Authorised Persons to the extent that they need to know the information for purposes related to this agreement and on condition that they agree to keep the information strictly confidential; or with the prior written consent of the party who supplied the information.

The parties’ obligations under this clause 15 do not apply to information which:

• is in the public domain at the date of this agreement (other than because of a breach of confidence);
• the recipient can demonstrate by evidence in writing that the recipient party already knew or had, on a non-confidential basis, the information before receiving it; or
• the recipient can demonstrate by evidence in writing that the information was independently developed or acquired, without a breach of this document or any other obligation of confidence.