A person who uses tvreleases.com.au services, including by accessing the tvreleases.com.au website (Website), to upload and manage the signing of media release forms or to sign and submit media release forms (User).
JCB Consulting Services Pty Ltd (ABN 85 614 181 832)(TV Releases).
(A) TV Releases provides a service to allow the upload and signing of media release forms.
(B) User accesses tvreleases.com.au either through the website or directly by email correspondence.
(C) The parties have agreed that the User's use of TV Releases's services is subject to the terms set out in this agreement.
It is agreed as follows:
1 Application of these terms
(a) These terms are effective from the date the User commencing using TV Releases's services or first accesses the tvreleases.com.au website.
(b) TV Releases may modify or update these terms from time to time, effective either on giving notice to the User of the updated terms or posting an updated copy of these terms on the Website.
2 TV Releases Obligation
TV Releases will:
(a) endeavour to provide through the Website or other electronic means, the ability for the User to access, upload, sign or arrange to be signed, media release forms; and
(b) comply with its obligations of confidentiality as set out in this document.
3 User obligations
(a) satisfy itself that the services and the Website are fit for its use and purpose;
(b) not use the services or Website for any unlawful purpose; and
(c) not use the services or Website or do anything to damage the reputation of TV Releases.
4 Intellectual Property
User must ensure that it as any necessary permission or ownership of any media releases or other documents it provides to TV Releases for the purpose of TV Releases performing services under this agreement.
TV Releases owns all Intellectual Property Rights in the Website and any documents, emails, process or webpages.
Each party agrees to indemnify the other against any Loss arising out of or that relates to infringement of any Intellectual Property Right.
(a) ‘Confidential Information’ means all information disclosed by one party to the other in connection with this agreement, including:
(i) user data;
(ii) information derived or produced partly or wholly from the information disclosed; and
(iii) trade secrets or information which is capable of protection at law or equity as confidential information.
(b) Each party must keep Confidential Information confidential and not disclose it, except:
(i) by TV Releases, as permitted under clause 5;
(ii) to a party’s Personnel who have a need to know;
(iii) with the consent of the disclosing party;
(iv) if required by law, a stock exchange or any regulatory authority; or
(v) if required in connection with legal proceedings relating to this agreement.
(c) Subsection (b) does not apply to Confidential Information which:
(i) is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the disclosing party;
(ii) the receiving party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the disclosing party (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(iii) the receiving party acquires from a source other than the disclosing party where such source is entitled to disclose it.
(d) The obligations under this clause 5 continue for five years following termination or expiry of this agreement.
6 Data protection and privacy
(a) User will obtain any necessary consents from individuals from which it is procuring media releases for the collection, use and disclosure of their Personal Information (User Data) in accordance with this agreement.
(b) TV Releases will collect, use and disclose User Data only for:
(i) providing services to User under this agreement;
(ii) collecting information on user behaviour, subject to information being aggregated or otherwise not able to be used to identify the User; and
(iii) bug fixing and product improvement.
(c) A User may at any time during the term:
(i) request a copy of all Personal Information held by TV Releases in respect of that User; or
(ii) request deletion of their Personal Information and TV Releases must promptly comply with the request.
7 Use of User logo
TV Releases may refer to User and use User’s logo on TV Releases’s website and marketing materials to identify User as a customer of TV Releases.
8 Not legal advice
The parties acknowledge and agree that:
(a) TV Releases does not provide legal advice and is not engaging in legal practice; and
(b) User is responsible for ensuring that the services and Website are appropriate for their needs and any person to whom they facilitate access to the services or Website.
9 Warranties and representations
Each party represents and warrants that it will comply with applicable laws in fulfilling its obligations under this agreement.
10 Limitation and exclusion of liability
(a) The parties acknowledge and agree that TV Releases’s total liability for any Loss suffered by User in connection with this agreement will not in any circumstance exceed the Fees paid by User to TV Releases.
(b) Despite anything else in this agreement, neither party will be liable to the other party in connection with this agreement for any consequential loss.
11 Termination and expiry
Either party may terminate this agreement for convenience on 14 days’ notice to the other party.Clauses 4 (Intellectual Property), 5 (Confidentiality), 7 (Use of User Logo), 8 (Not legal advice), 9 (Warranties and Representations), 10 (Limitation of Liability), 14 (General) and this clause survive termination or expiry of this agreement.
(a) In this clause 12, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
(b) If a party makes a supply in connection with this agreement in respect of which GST is payable, then the consideration for the supply but for the application of this clause is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
(a) User contact and email address:The name and email of the User Contact.
(b) TV Releases contact and email address: Amelia Barry, email@example.com.
(c) Notices under this agreement may be given by email to the parties' email addresses in this clause 13.
(d) A notice given by email is taken to be received one hour after the time the sender's information system recorded that the email left the sender's information system unless, within one day, the sender is informed (by automatic notice or otherwise) that the email has not been received by the recipient.
Confidential Information has the meaning given in clause 5.
Fees means the total amounts to be paid for the services as set out in the Order Form (or as otherwise agreed by the parties), in Australian dollars, excluding GST.
Intellectual Property Rights means all intellectual property and proprietary rights (whether registered or unregistered), including business names, trade or service marks, any right to have information (including Confidential Information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, data bases, know-how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.
Loss means any loss, cost, claim, damage or liability whatsoever, whether direct or indirect.
Order Form means the online order form completed and submitted by User for the purchase of TV Releases Sessions.
Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).
Personnel means, in relation to a party, any natural person who is an officer, employee, contractor, agent or representative of that party.
In this agreement:
(a) headings are for convenience only and do not affect interpretation;
(b) mentioning anything after includes, including, or similar expressions does not limit what else might be included;
(c) the following rules apply unless the context requires otherwise:(i) the singular includes the plural, and the converse also applies; and(ii) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a clause is a reference to a clause of this agreement;
(e) a reference to a party to this agreement includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);
(f) a reference to an agreement or document (including a reference to this agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this agreement or that other agreement or document, and includes the recitals, schedules and annexures to that agreement or document;
(g) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; and
(h) a reference to $ or other monetary amounts is to Australian currency.
14.3 Entire agreement
These terms are the entire agreement between the parties as at the date of this agreement with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
14.4 No representations
The parties acknowledge and agree that no representations were made before entering into this agreement. The parties acknowledge and agree that in entering into this agreement, neither relied on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement.
The parties are independent contracting parties, and nothing in this agreement will make either party the employee, partner, agent, legal representative, trustee or joint venturer of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
14.6 No amendment
This agreement may only be amended by agreement of the parties in writing.
14.7 No waiver
A failure to exercise or a delay in exercising any right, power or remedy under this agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
Each party will bear their own costs of and incidental to the negotiation and any variation of this agreement.
14.9 Governing law
This agreement is governed by the laws of New South Wales, Australia, and each party submits to the exclusive jurisdiction of courts exercising jurisdiction there.
Version 1, 12 September 2019.