General Terms and Conditions
of Sale

 

EFFECTIVE AS OF NOVEMBER 7, 2025

These Terms and Conditions (these “Terms”) set forth the agreement under which you (“You” or “Client”) have agreed to purchase, and 9^TH WONDER GLOBAL, LLC, dba Gravity Global, a Texas limited liability company (“Agency”), has agreed to supply, Services and/or Deliverables as described in a mutually executed statement of work (each a “Statement of Work” and together with these Terms, the “Agreement”).

By executing a Statement of Work, You agree to be bound by these Terms. We encourage you to read these Terms carefully, as they affect your legal rights and obligations, including limitations of liability. These Terms can be found at {Hyperlink} (the “URL”).

To the maximum extent permitted by applicable law, Agency reserves the right to change or modify these Terms from time to time in its sole discretion (“Updated Terms”). If Agency decides to change these Terms it will post the Updated Terms on the URL and update the effective date set forth above. The Updated Terms will apply to any Statements of Work executed on or after the effective date of the Updated Terms. The Updated Terms will not apply retroactively, and any mutually executed Statements of Work existing prior to the effective date of the Updated Terms will continue to be governed by the version of these Terms that was in place on the effective date of the Statement of Work, until the expiration or termination of such Statement of Work. Agency will provide archive copies of these Terms on the URL.

GENERAL TERMS

1. Interpretation

1.1 The Terms are made up of (i) these General Terms and (ii) where applicable to all or any portion of the Project, Services and/or Deliverables, the supplemental legal terms and conditions set out in Schedules 2-8 of these Terms (each a “Supplemental Terms Schedule”).

1.2 Certain definitions used in these terms are set forth in Schedule I. Definitions which are relevant and used only within a specific Supplement Terms Schedule are defined in that Supplemental Terms Schedule.

1.3 In the case of a conflict between these Terms and the Statement of Work, the Statement of Work shall govern, solely to the extent that the parties thereto indicate their express written intention to supersede these Terms. In the event of a conflict between the General Terms and a Supplemental Terms Schedule, the Supplemental Terms Schedule shall control.

2. Client’s Obligations

2.1 Client shall promptly supply to Agency (at no charge) any Client Materials reasonably required by Agency or otherwise necessary for Agency to provide the Services and Deliverables and shall ensure that Client has all rights and licenses required to enable use by the Agency of all Client Materials in connection with Agency’s performance hereunder. Client shall ensure that the Client Materials:

(a) do not infringe third party Intellectual Property Rights;

(b) comply with all applicable laws, rules and regulations including all Advertising Regulations; and

(c) are accurate and complete in all material respects.

2.2 If Client does not fulfil its obligations under or in connection with these Terms (including without limitation, those set forth in clause 2.1) then Agency shall be relieved of its obligations to the Client to the extent Client’s failure impacts Agency’s ability to properly perform in any manner. Agency shall not be liable for any Losses incurred by Client as a result of any such failure to perform. Client shall indemnify, defend and hold Agency harmless against any Losses incurred by Agency or its Associates arising from or in connection with (i) any Client breach of this Agreement (including clause 2.1) or (ii) the Client Materials provided by Client. Any delay in providing Client Materials or other feedback or information requested by Agency (including a delay in Client meeting any timing requirements set forth in the Statement of Work) will result additional charges, which shall be payable by Client at Agency’s then standard rates (or the Rate Card, if set forth in the Statement of Work). Agency shall be permitted to modify the Client Materials as necessary to perform the Services hereunder. No such modification shall relieve Client of its obligations under this Agreement, including those set forth in clause 2.1.

2.3 Client shall promptly inform Agency if it discovers that any Client Materials (or Deliverables incorporating Client Materials) are false or misleading, infringe third party Intellectual Property Rights or are in any way contrary to law, rule or regulation or applicable Advertising Regulation.

2.4 Client shall be responsible for ensuring that any written approval provided by Client is provided by a person who is authorized to contractually bind Client. Unless otherwise approved in the Statement of Work, Agency will seek Client’s prior written approval of:

(a) any estimates or quotations for any Third Party Costs to be paid by the Client; and

(b) any material creative treatments or changes to the Project scope, including scripts, storyboards, copy, layouts, design, artwork, or proposed marketing activity;

and Client’s written approval of such estimates and material creative treatments or changes will constitute Agency’s authority to enter into Third Party Contracts with relevant third parties and to prepare draft Deliverables based on such creative treatment or changes in Project Scope, as applicable. If Client withholds or denies any approvals and Agency determines, in its sole discretion, that Agency cannot properly perform the Services or deliver the Deliverables as a result thereof, Agency shall be entitled to terminate the Agreement without liability to Client. In such event, Client shall be responsible for and shall pay Agency for all Services and other work provided up until the time of termination (which shall be charged at Agency’s standard rates, unless otherwise set forth in the Statement of Work). Further, Client may not withdraw approval for any earlier approved estimates or quotes, or material creative treatments or changes in Project scope.

2.5 Agency will seek Client’s prior written approval of any draft Deliverables (to the extent applicable to the Project scope) and such approval will constitute the Agency’s authority to proceed with the use of the relevant draft Deliverables and to finalize the Deliverable in accordance with the proposed draft. Client shall approve or disapprove any submissions (draft Deliverables or otherwise, including following completion of each phase of the Project as set forth in a Statement of Work, if applicable) from Agency within seven (7) calendar days of Client’s receipt of such submissions (or such other time period set forth in the Statement of Work, as applicable) (each, an “Agency Submissions”). An Agency Submission is deemed “approved” if the Client does not affirmatively reject or require revisions to such Agency Submission within the seven (7) day period outlined in the immediately preceding sentence. Client agrees to discuss any rejected Agency Submission in good faith with Agency and fully cooperate with Agency in an making any required revisions to the draft Deliverables. Client shall be entitled to require Agency to make revisions to the draft Deliverables up to the maximum number of permitted revisions as set forth in the applicable Statement of Work (if any). Any Agency Submission will automatically be deemed accepted by Client if all permitted revisions have been exhausted.

3. Service Delivery

3.1 Agency shall:

(a) use reasonable skill and care in the performance of the Services and provision of the Deliverables;

(b)perform the Services and deliver the Deliverables in accordance with the requirements of the applicable Statement of Work in all material respects.

3.2 Agency may, in its sole discretion as determined necessary by Agency, obtain all or a portion of the Services and Deliverables from third party suppliers or subcontractors (each a “Third Party Contractor”). You acknowledge and agree that Agency may enter into contracts with Third Party Contractor’s for the performance of Services and/or Deliverables under a Statement of Work (a “Third Party Contract”). Agency shall not have any liability to Client in respect of any acts or omissions of Third Party Contractors. Further, Client hereby agrees to indemnify, defend, and hold Agency harmless against any Losses caused by any act or omission of the Client which causes or contributes to the Agency being in breach of any Third Party Contracts, to the extent that Client has been provided a copy of, or made aware of the terms of, the applicable Third Party Contract.

3.3 Certain digital Projects allow consumers to upload, download and otherwise interact with the digital materials that Agency or Third Party Contractors produce (“Digital Materials”). Agency is not responsible for any consumer generated content or for any use by third parties of materials that are contained in any Digital Materials. In addition, many websites and other Digital Materials link to one another, and Agency is not responsible for Third Party Materials and websites to which any Digital Materials link (including any references to those Third Party Materials and websites included in Digital Materials to delineate or describe the existence of the link) nor for Third Party Materials or websites that link to any Agency produced Digital Materials.

3.4 Client and Agency may decide that the Digital Materials will pull in feeds and other Third Party Materials on a more real time basis (news feeds, live activity feeds, Facebook integration, YouTube integration, twitter feeds, etc.) or Agency may buy media or place advertising on social media sites or engage in so-called native advertising, which advertising is then placed in proximity to, or uses Client’s Materials in conjunction with, consumer names, pictures and/or other consumer content, or editorial content, and Client understands that Agency is not responsible for these feeds, media placements (e.g. claims that arise out of the nature of the space, program or media purchased or the placement of such content in such media, rather than out of the particular content (if any) produced by Agency for insertion in these media) or other content.

4. Fees

4.1 Unless otherwise set forth in a Statement of Work, the Fees (and if known, any taxes or similar costs payable in accordance with clause 4.4) will be invoiced monthly in arrears in accordance with the terms and amounts set out in the applicable Statement of Work and shall be payable within fifteen (15) days of the date of the relevant invoice.

4.2 Unless otherwise agreed in a Statement of Work, the Expenses and Third Party Costs shall be payable at least 10 Business Days in advance of the Agency committing to or incurring such costs.

4.3 All sums payable to Agency under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding.

4.4 If any payment of the Fees, Expenses or Third Party Costs is subject to tax (whether by way of direct assessment or withholding at its source) or any taxes (other than taxes on Agency’s income) arise out of performance of the Services or delivery of the Deliverables, Agency shall be entitled to receive from Client such amounts as shall ensure that the net receipt to Agency of the Fees, Expenses and Third Party Costs after tax in respect of the payment is the same as it would have been if the tax were not imposed.

4.5 Past due amounts are subject to a late charge equal to the lesser of 3.0% per month (compounded daily) or the maximum amount allowed by law. All amounts incurred and expended by Agency to collect past due amounts hereunder (including attorney’s fees) shall be reimbursed by Client to Agency upon Agency’s demand.

4.6 If Client is overdue with any payment hereunder, then without prejudice to Agency’s other rights or remedies hereunder or at law or in equity:

(a) Agency shall have the right to suspend performance of the Services and delivery of the Deliverables with seven (7) days’ prior written notice until Agency has received payment of the overdue amount, together with any accrued interest; and/or

(b) if payment is not made within a further fourteen (14) days from the initial notice (set forth in clause 4.6(a)) then Agency shall have the right to terminate the applicable Statement of Work immediately upon written notice to Client, without further liability to Client.

5. Confidentiality

5.1 Each of the parties acknowledges that, whether by virtue of and in the course of the Agreement, it may receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, know-how, processes, inventions, techniques, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”). Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which the recipient should reasonably expect the other party would regard as confidential.

5.2 Confidential Information shall exclude information which:

(a) at the time of receipt by the recipient is in the public domain;

(b) subsequently comes into the public domain through no fault of the recipient or its Associates;

(c) is lawfully received by the recipient from a third party on an unrestricted basis (after reasonable inquiry);

(d) is already known to the recipient before receipt hereunder (as can be shown via documentary evidence); and/or

(e) is developed by the recipient independently of the Confidential Information, as shown via documentary evidence.

5.3 Each of the parties undertake to maintain the confidentiality of the other party’s Confidential Information at all times and to use no less adequate measures than it uses in respect of its own confidential information to keep the other party’s Confidential Information reasonably secure, but in any event using at least commercially reasonable measures. Neither party shall at any time, whether during the Term or at any time thereafter, without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorize or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations in connection with the Agreement.

5.4 Each of the parties undertakes to disclose the other party’s Confidential Information only to those of its Affiliates and Associates to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under these Terms.

5.5 Client acknowledges that nothing in these Terms shall affect Agency’s right to use as it sees fit any general marketing or advertising intelligence gained by Agency in the course of its appointment.

5.6 Neither party shall be in breach of this clause 5 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that the other party, to the extent legally permitted and practical, is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same (at the challenging party’s expense).

5.7 Unless otherwise set forth in the clause 5, the terms of and obligations imposed by this clause 5 shall survive for a period of two (2) years following the termination or expiration of the Term for any reason, provided that Confidential Information classified as a trade secret under applicable law shall remain subject to this clause 5 for as long as such information is considered a trade secret under applicable law.

6. Warranties

6.1 Each party warrants and undertakes that, in relation to the Agreement and in each Statement of Work:

(a) it has full power and authority to enter into the Agreement and that by doing so it will not be in breach of any obligation to a third party;

(b) the Agreement constitutes legal, valid and binding obligations of that party in accordance with its terms; and

(c) authorizations, licenses or consents from, and notices or filings with, each regulator or other governmental or other authority that are necessary to enable it to perform its obligations under the Agreement have been obtained or made (as the case may be) and are in full force and effect and all conditions of each authorization, license, consent, notice or filing have been complied with.

6.2 Agency warrants that:

(a) the Deliverables when delivered by Agency in accordance with the Agreement and for the purposes set out in the Statement of Work will not infringe upon any U.S. copyright of any third party; and

(b) to its knowledge, as at the date of first delivery of the Deliverables, the Deliverables will comply with all Advertising Regulations in the U.S. and any other countries expressly listed in the Statement of Work, save that where the Client’s business involves any industry sector which is subject to its own industry specific Advertising Regulations or other code, regulation, statute or law (collectively “Specialist Advertising Regulations”) the Client shall be solely responsible for ensuring that the Deliverables are compliant with such Specialist Advertising Regulations.

(c) the warranty set forth in clause 6.2(a) shall not apply to the extent (ii) the Deliverables are modified by any party other than Agency, without Agency’s prior written consent; (ii) the infringement arises out of Agency’s compliance with Client provided specifications or requirements; or (iii) the infringement arises in connection with Client Materials incorporated into or used in connection with the Deliverables.

6.3 EXCEPT AS OTHERWISE SET FORTH HEREIN, All OTHER warranties, conditions, terms, undertakings and obligations EXPRESS OR implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law, including any condition of satisfactory quality or fitness for a particular purpose.

7. Liability

7.1 SUBJECT TO CLAUSE 7.2, AGENCY’S AND ITS AFFILIATES’ MAXIMUM AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM, IN THE CONTRACT YEAR(S) IN WHICH THE EVENT(S) THAT GAVE RISE TO SUCH CLAIM OCCURRED. A CONTRACT YEAR MEANS A 12 MONTH PERIOD COMMENCING WITH THE EFFECTIVE DATE OF THE APPLICABLE STATEMENT OF WORK OR ANY ANNIVERSARY OF IT.

7.2 Nothing in these Terms shall exclude or in any way limit any party’s liability for (i) fraud, (ii) death or personal injury caused by gross negligence, or (iii) any other liability to the extent such liability may not be excluded or limited as a matter of applicable law.

7.3 EXCEPT WHERE THIS SECTION 7.3 IS PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL AGENCY OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES OR ASSOCIATES UNDER OR IN CONNECTION WITH THE AGREEMENT FOR: (A) LOSS OF ACTUAL OR ANTICIPATED INCOME OR PROFITS; (B) LOSS OF GOODWILL OR REPUTATION; (C) LOSS OF ANTICIPATED SAVINGS; (D) LOSS OF DATA; OR (E) ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN.

7.4 Where one party (“Indemnifying Party”) is obligated to indemnify the other party (“Indemnified Party”) under these Terms, such indemnity is subject to the following process with respect to third party claims:

(a) the Indemnified Party must promptly notify the Indemnifying Party in writing of such claim, provided that the failure to provide such notification will not relieve the Indemnifying Party of its obligations hereunder unless the defense of such third party claim is materially prejudiced by such delay;

(b) the Indemnifying Party must not make any admission of liability, settlement or compromise without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned);

(c) the Indemnified Party must provide the Indemnifying Party with reasonable available information and assistance in relation to such claim as the Indemnifying Party may reasonably require at the Indemnifying Party’s cost and expense; and

(d) if within thirty (30) days (or such shorter period of time if delay would prejudice defense of the applicable claim) after the Indemnifying Party’s receipt of notice of any such claim, the Indemnifying Party fails to take action to defend or settle such claim, the Indemnified Party may at the Indemnifying Party’s expense undertake the defense, compromise or settlement of the claim as it sees fit.

8. Intellectual Property Rights

8.1 Agency acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services and Deliverables) shall remain vested in Client or its licensors. Client hereby grants to the Agency a non-exclusive royalty free, fully paid license during the Term to use, copy, modify, enhance and distribute the Client Materials solely for the purposes of providing the Services and Deliverables.

8.2 Unless otherwise stated in a Statement of Work, subject to the remaining provisions of this clause 8 and subject to the Agency receiving payment of all Fees, Third-Party Costs and Expenses all Deliverables shall constitute a “work made for hire” as such term is defined in 17 U.S.C. Section 101, made for the benefit of Client. In the event that any right, title or interest to any Deliverable, or part thereof, may not, by operation of law, vest in Client or is determined not to be a “work made for hire” for any reason, Agency hereby assigns all its rights, including all of the Intellectual Property Rights, in and to the Deliverables (excluding any Intellectual Property Rights in any Agency Proprietary Materials and any licensed Third Party Material to the extent included in the Deliverables) which are capable of being assigned, to Client.

8.3 The Deliverables may include Agency Proprietary Materials. The Client acknowledges that all Intellectual Property Rights in the Agency Proprietary Materials (including in any modifications or improvements to the Agency Proprietary Materials) shall be owned by and remain the property of and vested in Agency or its licensors. Subject to Agency receiving payment of all Fees, Third Party Costs and Expenses, Agency hereby grants to Client a perpetual (unless otherwise stated in the Statement of Work), non-exclusive, royalty-free, worldwide license to use such Agency Proprietary Materials as are included in the Deliverables solely to receive the benefit of the Deliverables described in the respective Statement of Work.

8.4 Prior to delivery of the Deliverables, Agency shall obtain such rights, licenses or consents in respect of Third Party Materials to the extent incorporated into the Deliverables, unless responsibility for said Third Party Materials is allocated to Client in the Statement of Work. All materials consisting of content Agency generates or receives using artificial intelligence tools (“AI Tools”) shall be solely governed by the AI Addendum located at: [URL]. All Agency use of AI Tools shall be subject to the terms of the AI Addendum, which may be updated from time to time, in Agency’s sole discretion.

8.5 Notwithstanding anything to the contrary in these Terms and save as otherwise expressly provided for in a Statement of Work, Agency shall:

(a) be entitled, during and after the Term, to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, and, after obtaining Client’s written consent, the Client’s name, logo and other Client identifying intellectual property, for the purposes of promoting Agency’s work and its business including on the Agency’s website, in credentials pitches and in its showreel. Any other use by the Agency shall be subject to the Client’s prior approval; and

(b) be entitled to retain all know-how obtained in connection with the Services and Deliverables, which know-how may be used in connection with performance of similar services and deliverables for other clients of Agency.

8.6 For the avoidance of doubt, Agency shall not be liable under or in connection with the Agreement for any modifications, adaptations or amendments to any Deliverables made by Client or by a third party (including on Client’s behalf), nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of Client, its Associates, its Affiliates and/or any other third party.

8.7 The terms of and obligations imposed by this clause 8 shall survive the termination or expiration of the Term for any reason.

9. Term and Termination

9.1 The Term of each Statement of Work shall be set forth in such Statement of Work, provided that if a Term is not set forth in the Statement of Work, the Statement of Work shall expire upon completion of Services and delivery of the Deliverables, as applicable.

9.2 Either party may terminate a Statement of Work (or any portion thereof) immediately upon written notice to the other party in the event of any material breach of the Agreement by the other party which breach is not remediable or, if remediable, is not remedied within thirty (30) days after the service by the party not in default of a written notice on the defaulting party, specifying the nature of the breach and requiring such breach to be remedied.

9.3 If permitted by the Statement of Work, Client may terminate or cancel a Statement of Work for convenience in writing, subject to the Project Notice Period. In the event of any such termination Client:

(a) will pay Agency for all Fees due for Services performed and Deliverables in progress or delivered, as well as compensation for time spent on the Project up to the date of termination (which for in progress work, shall be charged at Agency’s standard rates, unless otherwise specified in the Statement of Work), together with any Third Party Costs, Expenses or other expenses or costs incurred by Agency or to which Agency is committed, as well as any charges or other expenses or costs imposed on Agency by third parties arising from the cancellation (including all sums agreed to be paid by Agency to a media provider or production company), provided that Agency shall use reasonable endeavors to mitigate any such Third Party Costs or Expenses if reasonably possible; and

(b) shall pay the cancellation fees set out in the Statement of Work to Agency.

9.4 Either Party may terminate a Statement of Work immediately upon notice to the other party if any process, application, filing in court, order, proceeding, notice or appointment is taken or made by or in respect of the other party for a moratorium, composition, compromise or arrangement with creditors (by way of voluntary arrangement, scheme of arrangement or otherwise), administration, liquidation (other than for the purposes of amalgamation or reconstruction), dissolution, receivership (administrative or otherwise), distress or execution, or the other party becomes insolvent or is deemed unable to pay its debts as they fall due, or anything analogous to the foregoing occurs in any applicable jurisdiction.

10. Consequences of Termination or Expiration

10.1 Termination or expiration of one Statement of Work shall not terminate any other Statements of Work between the parties, provided however, if Agency terminates a Statement of Work due to Client’s breach, Agency may, at Agency’s discretion, terminate all other Statements of Work existing with Client.

10.2 Upon termination or expiration of a Statement of Work all outstanding Projects thereunder shall also be terminated.

10.3 Upon termination or expiration of a Statement of Work for any reason:

(a) Client shall pay Agency all amounts set forth in clause 9.3(a); and

(b) each party shall on the reasonable request of the other party promptly deliver or dispose (if permitted by the other party) of any and all materials and property belonging or relating to the other party (including all Confidential Information) and all copies of the same, which are then in its possession, custody or control and which relate to all affected Statement of Work and shall on the request of the other party certify in writing that the same has been done.

10.4 If prior to termination or expiration of a Statement of Work, the Agency has (at the request of the Client) prepared plans or proposals for future Deliverables (even if not part of an existing Statement of Work) and in respect of which Agency has not been paid, Agency shall be entitled to receive remuneration from Client based on the Agency’s time spent preparing such plans or proposals at the applicable rate set out in the Rate Card or, if a Rate Card is not set forth in the Statement of Work, Agency’s then current rates.

10.5 Provisions of the Agreement which are either expressed to survive its termination or which from their nature or context are contemplated to survive termination shall remain in full force and effect notwithstanding termination or expiration of the Agreement. Notwithstanding the generality of the foregoing, the following clauses shall survive termination or expiration of the Agreement: clause 2 (Client’s Obligations); clause 4 (Fees), clause 5 (Confidentiality); clause 7 (Liability); clause 8 (Intellectual Property Rights); clause 10 (Consequences of Termination); clause 11 (Non-Solicitation); clause 13 (Notices); clause 15 (General); and clause 17 (Governing law and jurisdiction).

11. Non-Solicitation

11.1 To the extent enforceable under applicable law, during the Term and for a further period of twenty-four (24) months after its termination or expiration, Client shall not (except with the prior written approval of Agency) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Agency any person employed by Agency in the provision any Services or Deliverables, other than by means of a general advertising campaign open to the public and not specifically targeted at any of the employees of Agency.

12. Force Majeure

12.1 Neither party shall be liable to, or deemed to be in default to, the other party for a delay in performing or for a failure to perform its obligations under the Agreement to the extent that and for so long as the delay or failure results from an event of Force Majeure. The party affected by the Force Majeure shall promptly give notice to the other party and shall use commercially reasonable endeavors to mitigate the effects of the Force Majeure on the performance of its obligations under the Agreement. In the event that the Force Majeure prevents the affected party from complying with its obligations under the Agreement for more than ninety (90) consecutive Business Days the affected party shall be entitled to terminate the Agreement immediately by written notice to the delayed party. If termination due to a Force Majeure occurs, Client will be liable to Agency and will reimburse Agency for any Fees incurred prior to such termination, in addition to Third Party Costs and Expenses relating to the cancelled, delayed or disrupted Deliverables which Agency is not able to recover or which Agency is committed to pay. The excused performance due to Force Majeure shall not apply to Client’s payment obligations.

13. Notices

13.1 All formal notices to be given pursuant to the Agreement shall be in writing and shall be delivered and shall be deemed to have been duly given or made (a) the third Business Day after the date of mailing, if delivered by registered or certified mail, postage prepaid; (b) upon delivery, if sent by hand delivery; or (c) upon delivery, if sent by prepaid courier, with a record of receipt, to the address of the party set forth in the Statement of Work (or such other address as may be modified by a party from time to time via notice to the other party). For Agency a copy of any formal notice shall be sent by email to legal@gravityglobal.com with a copy to adaynes@gravityglobal.com.

14. Data Protection

14.1 Notwithstanding any other provision of the Agreement, the parties shall observe and comply with the provisions of the applicable Data Privacy Laws in relation to the Services contemplated herein. If Agency processes Personal Data (as defined by the relevant Data Privacy Laws) on behalf of Client and thus acts as a data processor, the parties shall comply with the provisions set out in the Data Processing Addendum located at [DPA-Online]. Agency may process Personal Data about Client or its Associates’ use of the Services and/or Deliverables (“Service Data”) in accordance with its Privacy Notice available at: https://www.gravityglobal.com/privacy-policy. Service Data is not Client Personal Data for purposes of the Data Processing Addendum.

15. General

15.1 The failure of either party to enforce or exercise at any time any term or any right under the Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that party’s later right to enforce or to exercise it.

15.2 If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable, and the validity and enforceability of the rest of the Agreement shall otherwise remain unaffected. In such event, to the extent permitted by applicable law, the unenforceable provision shall be modified to make such provision enforceable while retaining the parties’ original intent.

15.3 The Agreement and all other documents incorporated herein (including each Statement of Work) constitutes the full and complete agreement of the parties with respect to its subject matter and supersedes all prior oral and written communications and understandings relating thereto. For the avoidance of doubt, no other terms proposed or provided by Client, including any purchase order shall apply and such terms are hereby expressly rejected by Agency. In entering into the Agreement Client acknowledges and agrees that it has not relied on any representations made by Agency other than as expressly set out in the Agreement.

15.4 Subject to clause 15.5, nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

15.5 Notwithstanding any provision to the contrary or otherwise inconsistent in the Agreement, Agency shall have the right to act as agent for Client when Agency purchases media, materials and/or services on behalf of the Client pursuant to Schedule 7, provided that the expenditure for such purchase is permitted by the Statement of Work or otherwise approved by the Client.

15.6 Save in respect of the Agency’s Affiliates (or any other party indemnified under the terms of this Agreement), there are no third party beneficiaries under the Agreement.

16. Disputes

16.1 In the event that Client believes that Agency has breached this Agreement or claims there is a dispute arising out of or relating to the Agreement, Client shall give Agency written notice of the dispute setting out its nature and full particulars and the parties shall reasonably cooperate in good faith to resolve the dispute in a reasonably prompt manner.

17. Governing Law and Jurisdiction

17.1 The Agreement shall be governed by and construed in accordance with the laws of the state of New York, USA.

17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of New York County, New York, USA to resolve any dispute between them arising under or in connection with the Agreement (save in respect of enforcement of judgments where their jurisdiction shall be non-exclusive).

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Schedule 1
Definitions and interpretation

 

1. Interpretation

In these Terms, references to clauses, schedules and appendices are to clauses of and schedules to and appendices to these Terms.

1.1 Unless the context otherwise requires:

(a) a person includes a legal person (including a limited liability company, corporation or partnership) as well as a natural person;

(b) the words “include” and “including” shall be construed without limitation; and

(c) any reference to an enactment of legislation includes any subordinate legislation made from time to time under it and is to be construed as references to that enactment as from time to time amended or modified or any enactment replacing it.

1.2 The headings in these Terms are for ease of reference only and shall be disregarded in construing or interpreting the Agreement.

1.3 The following terms shall have the corresponding meanings for the purposes of these Terms:

(a) “Advertising Regulation” means any present or future applicable code of practice or adjudication of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authority and includes any applicable modification, extension or replacement thereof in force from time to time, together with other U.S. laws, statutes and regulations which are directly applicable to the Services or Deliverables;

(b) “Affiliates” means any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company;

(c) “Agency Proprietary Materials” means software (including all programming code in object and source code form), methodology, know-how and processes and Materials in relation to which the Intellectual Property Rights are owned by (or licensed to) the Agency and which are:

(i) in existence prior to the date on which it is intended to use them for a Project; or

(ii) created by or for the Agency outside of a Project and which are intended to be reused across its business;

(d) “Agreement” means the Terms and Statements of Work;

(e) “Associates” means a party’s employees, officers, agents, subcontractors (including third party suppliers) or authorized representatives;

(f) “Business Day” means any day other than a Saturday, Sunday or public holiday in the US;

(g) “Client Materials” means any Data, Client equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by or licensed to the Client or which are provided to Agency and/or its Associates by or on behalf of Client (including without limitation, any Third Party Materials or other materials or information to the extent provided by third parties that are contracted by the Client);

(h) “Data” means the Client’s computer data in machine readable form;

(i) “Data Privacy Laws” shall have the meaning provided in the Data Processing Addendum;

(j) “Deliverables” means the advertising, creative and other materials which are to be provided by Agency as specified in a Statement of Work;

(k) “Expenses” means reasonable travelling, hotel, subsistence and other expenses incurred by Agency in connection with the supply of Services and Deliverables, provided that such Expenses are (i) permitted by the Statement of Work (which permission may be granted on a category basis rather than a per instance basis), (ii) approved by Client in writing; or (iii) where applicable are in accordance with any expenses policies which have been supplied to Agency;

(l) “Fees” means the Agency fees and media commissions for a Project as set out in the applicable Statement of Work or otherwise agreed in writing;

(m) “Force Majeure” means any circumstance not within a party’s reasonable control including: (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo; (iv) nuclear, chemical or biological contamination; (v) any law or any action taken by a government or public authority, including imposing a quota or prohibition, or failing to grant a necessary license or consent; (vi) collapse of buildings, fire, explosion or accident; (vii) any labor or trade dispute, strikes, industrial action or lockouts (other than in respect of its own employees); (viii) interruption or failure of utility service including failure of internet and telecommunications; and (ix) non-performance by third parties or subcontractors;

(n) “General Terms” means the terms and conditions set out in these Terms including this Schedule 1 but not including any other Schedules and/or Statements of Work;

(o) “Intellectual Property Rights” means the following rights, wherever in the world enforceable, including all reversions and renewals and all applications for registration:

(i) any patents or patent applications;

(ii) any trademarks (whether or not registered);

(iii) inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration;

(iv) copyright or design rights (whether registered or unregistered);

(v) database rights;

(vi) performer’s property rights as described in Part II, Chapter X of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world;

(vii) any goodwill in any trade or service name, trading style or get-up; and

(viii) any and all other intellectual or proprietary rights.

(p) “Losses” means losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses);

(q) “Materials” means any artwork, copy, models, designs, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, or any other material protected by Intellectual Property Rights, but not including any software;

(r) “Project” means any project(s) agreed between the parties from time to time under which Agency is to perform Services and supply Deliverables to the Client, as more fully described in the applicable Statement of Work;

(s) “Project Notice Period” means the period of notice for cancellation of a Project for convenience as set out in a Statement of Work;

(t) “Rate Card” means the Agency’s rate card (if applicable) set out in the applicable Statement of Work;

(u) “Schedule” means a schedule attached to these Terms;

(v) “Statement of Work” means one or more documents as agreed and signed by the parties from time to time containing a description of the relevant Project;

(w) “Services” means the Services to be supplied by Agency under the Agreement as set out in the relevant Statement of Work, which includes the provision of Deliverables;

(x) “Term” means the period commencing on the effective date set forth in the Statement of Work and ending on the date set forth in the Statement of Work (or if not set forth in the Statement of Work, in accordance with clause 9);

(y) “Third Party Costs” means all third party costs incurred by Agency on behalf of Client or otherwise in performing the Services, which may include media costs (including but not limited to digital/online media and offline media such as TV, radio, out of home), Third Party Contractor costs, third party production work required to produce the Deliverables including illustrations, film production, artwork, photography, model fees, recordings, the services of performers, animation, print and post production work and other content; and all costs incurred in taking legal or other advice or searches and enquiries.

(z) “Third Party Materials” means those Materials which are obtained from third parties during the Term and incorporated into the Services or Deliverables.

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Schedule 2
Supplemental Legal Terms and Conditions - Creative Advertising Services (Online and/or Offline)

 

1. Additional clauses

1.1 In addition to the General Terms, the following clauses set out in this Schedule shall apply to creative advertising services.

1.2 Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms.

1.3 For the purposes of this clause, the following terms shall have the following meanings:

(a) “Above the Line Advertising” means conventional, impersonal, mass-media use of advertising transmitted by print, poster outdoor (in traditional media spaces), cinema, television (in traditional advertising slots between programming and TV idents and bumpers), radio (in traditional advertising slots between programming), digital via banner ads and pop up ads on the internet or on any other impersonal, mass-media platform on which the advertising is distributed.

(b) “Branded Content Material” means Materials which are not created for or used in Above the Line Advertising and which comprise audio-visual material and/or live events, and whose primary purpose is to entertain and/or inform a target audience and not to promote or advertise the Client, but in relation to which Client is associated (for example through product placement, advertiser funded programming, sponsorship, or other means). Branded Content Material includes (but is not limited to) TV, radio and TV like programs, program formats and content (regardless of the media and distribution channel) films, books, comics, games and apps.

1.4 The following shall be added to the Terms at the end of clause 8: Intellectual Property Rights:

Branded Content. The parties agree that Branded Content Material is excluded from the definitions of Agency Proprietary Material and Client Materials, and that any use of such Branded Content Material shall be subject to the parties agreeing to appropriate additional terms, including agreement as to royalties and revenue share between the parties arising out of use of such Branded Content Materials.

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Schedule 3
Supplemental Legal Terms and Conditions – Social Media Services

 

1. Additional clauses

1.1 In addition to the General Terms, the following clauses set out in this Schedule shall apply to Social Media Services. Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms.

2. Definitions

2.1 The following definitions shall be added to the Terms;

(a) “Content” means any image, text, video, audio file, tweet (or similar verbiage on other platforms other than Twitter/X), status update, or any other Materials which are distributed, shared or otherwise published on a Social Media Site;

(b) “Influencer” means an individual engaged in connection with the Social Media Services to promote Client Materials (including Client products and services)

(c) “Moderation Services” means the moderation services to be provided by the Agency as set out in the Statement of Work;

(d) “Social Media Policy” means, to the extent relevant, any social media governance policy of the Client, a copy of which has been provided to the Agency;

(e) “Social Media Services” means the services to be provided by the Agency in respect of social media which are agreed in a Statement of Work;

(f) “Social Media Site” means the social media websites in respect of which the Agency has agreed to provide Social Media Services in a Statement of Work;

(g) “Terms and Conditions of Social Media Sites” means the terms and conditions of the Social Media Sites as published and as amended from time to time on such Social Media Sites; and

(h) “UGC” means user-generated content of any kind which is posted, shared, commented on, or otherwise submitted by a user on Social Media Sites in relation to Client or its products or services.

3. Social Media Services

3.1 Agency shall not be liable for any Losses incurred by Client and Client shall indemnify, defend and hold Agency harmless against any Losses incurred by Agency arising from or as a result of Agency using any Deliverable as part of the Social Media Services on Client’s instruction having informed Client of any material risk in doing so.

3.2 Agency will act only in accordance with the Client’s written instructions when posting Content or otherwise engaging on Social Media Sites.

3.3 Client is solely responsible for final approvals of any Content (including captions, or hashtags) before publication on a Social Media Site and expressly waives any claims Client may have against Agency related to such Client approved Content.

3.4 Agency will use commercially reasonable efforts to keep Client informed of any material risk of which it becomes aware that the Deliverables which are to be delivered as part of the Social Media Services may not comply with the Terms and Conditions of Social Media Sites. Notwithstanding the foregoing, Client is solely responsible for ensuring that all content complies with Terms and Conditions of Social Media Sites.

3.5 Agency will use commercially reasonable efforts to:

(a) keep Client’s administrative passwords for Social Media Sites in Agency’s possession and control safe and secure from unauthorized access; and

(b) ensure that any Deliverables posted by Agency on Social Media Sites are reasonably transparent to users as being marketing in accordance with Advertising Regulations by using hashtag disclosures such as #ad or #spon where required.

3.6 Agency makes no guarantees with respect to the Social Media Sites, including with respect to their functionality, uptime or performance, and Agency shall have no liability with respect thereto. Agency is not liable for any reduced impact, engagement or effectiveness of Content posted on Social Media Sites for any reason including due to platform updates, outages, or Social Media Site policy change.

3.7 Agency may, in its sole discretion and without incurring liability to Client, temporarily suspend or remove Content if it reasonably believes the Content violates any applicable law or Terms and Conditions of Social Media Sites.

3.8 Unless specific KPIs or other requirements are set forth in the Statement of Work, Agency shall incur no obligation to generate a specific number or amount of interactions, clicks, views, engagement or other success of any Content posted on Social Media Sites. Further, Agency shall have no responsibility or liability arising out of or in connection with inaccurate engagement rates, including as a result of ‘bots’. From time to time Agency may give Client target or estimated numbers relating to anticipated exposure of the Deliverables or Content to audiences. Any such calculations are estimates only and Agency shall not be liable in the event that such target or estimated numbers are not achieved.

4. Moderation services

4.1 Client and the Agency will agree to moderation guidelines as to how the Social Media Sites should be moderated, including guidance for Agency on:

(a) offensive UGC;

(b) UGC which is critical, derogatory of third parties or which could give rise to adverse publicity;

(c) UGC which is unlawful or appears to be contrary to any law;

(d) use of Content where the Intellectual Property Rights in such Content are known to belong to a third party (or where it is reasonably obvious to Agency that the Intellectual Property Rights will belong to a third party); and

(e) how often the UGC should be moderated (and whether pre moderated, post moderated or merely reactive).

The moderation guidelines will include a crisis response protocol, which will establish notification and response timelines in the event any UGC violates applicable law (or is alleged to violate applicable law) or Terms and Conditions of Social Media Sites, or otherwise generates material adverse attention to a party. To the extent Agency and Client cannot agree to a crisis response protocol, Agency may unilaterally establish such a protocol, in its commercially reasonable discretion.

4.2 Client shall provide Agency with sufficient access to any computer systems and/or software programs used by or belonging to Client which Agency may require in order to provide the Moderation Services. The failure to provide such access shall relieve Agency from its obligations to provide those aspects of the Moderation Services which are affected during such period that Agency cannot access such systems or software. In the event that Client does not own or have a license to the required software or social listening tools to perform the Moderation Services, Client shall be responsible for paying Agency for any costs incurred by Agency in purchasing, licensing, or subscribing to such tools as necessary to perform the such Services, which cost will include an administrative mark-up by Agency of up to 20%.

4.3 To the extent Client has its own Social Media Policy, Agency shall, to the extent Client has provided the Social Media Policy to Agency, make personnel working on Services aware of the Social Media Policy and Agency shall notify Client if it anticipates any material issues of non compliance with the Social Media Policy in delivering the Services.

5. Influencers

5.1 In the event that an Influencer is engaged by Agency in connection with the performance of Social Media Services (or other Services), Agency shall have no liability for any acts or omissions of such Influencers (including the compliance of any Content, posts or videos by such Influencers with applicable laws or with Terms and Conditions of Social Media Sites) nor the success (or lack thereof) of any Influencer campaign.

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Schedule 4
Supplemental Legal Terms and Conditions - Public Relations

 

1. Additional clauses

1.1 In addition to the General Terms, the following clauses set out in this Schedule shall apply to public relations services. Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms.

1.2 The following shall be added to the Terms at the end of clause 7: Liability:

From time to time Agency may give Client target or estimated numbers relating to anticipated exposure of the Deliverables to audiences. Any such calculations are estimates only and Agency shall not be liable in the event that such target or estimated numbers are not achieved.

Client acknowledges that it is in the nature of public relations consultancy services that Agency and Client do not control whether and how Deliverables are published in the media. Agency shall not be liable in the event that third parties do not publish or distribute the Deliverables as anticipated or agreed with Client.

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Schedule 5
supplemental legal terms and conditions - Simple Software / Website / App Development Services

 

1. Additional clauses

1.1 In addition to the General Terms, the following clauses set out in this Schedule shall apply to Software/Website/App development Services. Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms.

2. Definitions

2.1 The following definitions shall be added to the Agreement;

(a) “App” means the application software to be developed as is further described in the Statement of Work and Specification;

(b) “Foreground Software” means the Software created by Agency or commissioned by Agency to be created by a third party in connection with a Project (including any Software adapted, modified, or derived from the Client Materials) together with the GUI which is incorporated into the Deliverables during the Term but not including any Agency Proprietary Materials;

(c) “GUI” means the graphical user interface of any Software application or asset consisting of any textual, graphical and design elements, including the positions of such elements on a Website but excluding the functionality of any such Website and the software underlying such textual, graphical, and design elements;

(d) “Open Source Software” means any software which is developed, tested, or improved through public collaboration and distributed with the idea that it must be shared with others, ensuring an open future collaboration;

(e) “Software” means the software to be developed as is further described in the Statement of Work and Specification;

(f) “Specification” means the functional specification for the Software, App and/or Website (as applicable) as is agreed between the parties in writing in accordance with clause 6 of this Schedule;

(g) “Third Party Software” means software which is to be incorporated into the Deliverables, the Intellectual Property Rights in which are owned by or are licensed by a third party but excluding any Open Source Software; and

(h) “Website” means the website to be developed (including graphical user interface) as is further described in the Statement of Work and Specification.

3. Intellectual property rights

3.1 Subject to Agency receiving payment of all Fees attributable to the Foreground Software Agency hereby assigns all of the Intellectual Property Rights in the Foreground Software which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in the Foreground Software.

3.2 Client acknowledges that ownership of (including, without limitation, ownership of all Intellectual Property Rights in) any Third Party Software shall remain vested in Agency’s licensors. Subject to the Agency receiving payment of all Fees attributable to the Third Party Software licensed under this clause and to the rights of Agency’s licensors, Agency hereby grants to Client a license to use such Third Party Software for the purposes and period of time set out in the Statement of Work (or if a period of time is not set out in the Statement of Work, perpetually). Notwithstanding the foregoing, Client’s use of any Third Party Software shall be subject to any terms and conditions established by the applicable third party, and such third party shall have the right to revoke any rights or licenses granted in this schedule to the extent Client violates any such Third Party Software terms and conditions.

4. Use of Open Source Software

4.1 It is acknowledged that Agency may use Open Source Software as part of the Deliverables provided that: (i) Agency shall have supplied to Client details of which Deliverable(s) and/or part(s) thereof it is proposed shall include such Open Source Software and in what manner, together with full details of which license(s) apply to such Open Source Software; and (ii) Client has approved same, such approval not to be unreasonably withheld or delayed.

4.2 Client’s use of Open Source Software shall be governed by the terms of the applicable open source license(s). Client warrants and undertakes that it will comply with the terms of the applicable open source license(s) as such terms apply to Client’s use of the applicable Open Source Software.

5. Development of the Specification

5.1 Promptly following the execution of a Statement of Work, Agency shall, in collaboration with Client, commence the preparation of the Specification for the Software, Website or App as appropriate and Agency shall submit the completed Specification to Client for approval (which shall not be unreasonably withheld or delayed)

5.2 Upon approval of the Specification by Client, Agency shall then develop the Software and/or Website and/or App based upon the Specification.

5.3 When developing an App, Agency shall use reasonable endeavors to ensure that the App complies with any relevant platform operating system terms and conditions and to obtain the relevant permissions from the platform operators in order that the App may be published and used on such platform operating system.

6. Approvals

6.1 Approval by Client of Deliverables consisting of Software, a Website or Apps shall occur in accordance with this clause 6.1 and the main body of the Terms:

(a) promptly, and in any event within five (5) Business Days of completion of stages of Deliverables for each part of the Software and/or Website and/or App or such other period as agreed by the parties, Client shall accept or reject such Software and/or Website and/or Apps by issuing Agency a notice to that effect (“Acceptance/Rejection Notice”) which shall contain full details of the material deviation from the Specification, if any. Client shall only be entitled to issue a Rejection Notice upon the basis that (and by detailing the manner in which) each part of the Software and/or Website and/or App exhibits a fault which materially affects the functionality of the Software and/or Website and/or App to the extent that a user’s ability to use the Software and/or Website and/or App is materially impaired;

(b) Client acknowledges that acceptance of each part of the Software and/or any Website and/or App shall be deemed to occur on the earliest of the following events:

(i) receipt by the Agency of an Acceptance Notice or failure by Client to deliver a Rejection Notice within the five Business Day period set forth in clause 6.1(a) of this Schedule 5; or

(ii) if Client puts the Software or Website or App to any live operational use, other than for the purposes of testing.

(c) In the event Client serves a valid Rejection Notice in accordance with clause 6.1(a), Agency shall correct and/or replace the defective Deliverables within the timeframe agreed by the parties in writing (or if no such timeframe, within a reasonable time period) so that they perform in accordance with the relevant Specifications in all material respects and re-deliver the same to Client.

6.2 For the avoidance of doubt Client shall not be entitled to reject Software or a Website or App Deliverables by reason of any failure to provide any facility or function not specified in a Specification or on account of deviations from their Specifications which do not materially affect a user’s ability to use the Software or Website or App (“Minor Discrepancies”). Client and Agency shall co-operate with one another to try to rectify such Minor Discrepancies.

7. Liability for third party infringement

7.1 In the event that any Deliverable comprising Software, Website or an App infringes the Intellectual Property Rights or any other right of a third party, Agency shall at its option: (i) procure for Client the right to continue to use the Deliverable in question, free of any liability for such infringement; (ii) modify the Deliverables in question so that they become non-infringing while otherwise complying with the requirements of the Agreement; (iii) substitute the Deliverable(s) in question with functionally equivalent non-infringing Deliverable(s); or (iv) provide a refund for the infringing Deliverable. This shall be the sole and exclusive remedy for such infringement.

8. Warranties

8.1 Agency warrants that on the date of delivery to Client, to the extent that the Deliverables comprise Software, Website or Apps, such Deliverables will comply in all material respects with their Specifications.

9. Exclusions

9.1 Following acceptance of the Software or a Website or App Deliverables, Agency shall have no further responsibility for such Software, Website or App Deliverables, including hosting, maintenance and updates, except as expressly agreed between the parties.

9.2 In connection with providing Software, a Website or an App, Agency may advise Client that it must implement certain processes, procedures or compliance obligations in order to ensure compliance with applicable law or otherwise conform to best practices (including without limitation, cookie and data collection notices/banners and data request response procedures). Client will be solely responsible for any liability arising out of Client’s failure to adhere to Agency’s guidance and requirements and Client will indemnify Agency against any Losses relating to such unimplemented guidance or requirements of the Agency.

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Schedule 6
Supplemental Legal Terms and Conditions – Website Maintenance & Hosting

 

1. Additional clauses

1.1 In the event that Client wishes to engage Agency for website hosting services, all such hosting services shall be subject to the Agency Hosting Terms of Services located at: [URL], in addition to the General Terms. In the event of any conflict between the General Terms and the Agency Hosting Terms of Service, the Agency Hosting Terms of Service shall control.

1.2 In addition to the General Terms, the following clauses set out in this Schedule shall apply to Website Maintenance Services. Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms.

1.3 “Website Maintenance Services” means: standard maintenance of Client’s website, designed to ensure continued functionality and conformance to client website specifications, as more fully set forth in the Statement of Work.

1.4 Notwithstanding any Website Maintenance Services provided by Agency, Client shall at all times retain sole responsibility for the content of the Website, including any inaccuracies or errors contained on the Website.

1.5 To the extent that Agency performs security updates or other patches for the Website, such updates and patches ARE PROVIDED WITHOUT WARRANTY, ON AN AS IS BASIS. AGENCY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE VULNERABILITY OR SAFETY OF ANY WEBSITE, NOTWITHSTANDING ANY WEBSITE MAINTENANCE AND SECURITY UPDATES COMPLETED BY AGENCY.

1.6 Unless otherwise expressly set forth in the Statement of Work, the Website Maintenance Services do not include the creation of, or compliance with any legally required disclaimers, privacy notices, cookie banners, or other terms and conditions legally required to be maintained on the applicable Website. Client shall be solely responsible for ensuring that the Website is compliant with applicable laws, rules and regulations, including the aforementioned disclaimers, notices, banners and terms and conditions. Notwithstanding the foregoing, to the extent that compliance services are included as part of the maintenance services as expressly set forth in the Statement of Work, to the extent that Agency advises Client to implement certain processes, procedures or compliance obligations in order to ensure compliance with applicable law or otherwise conform to best practices (including without limitation, cookie and data collection notices/banners and data request response procedures), Client will be solely responsible for any liability arising out of Client’s failure to adhere to Agency’s guidance and requirements and Client will indemnify Agency against any Losses relating to such unimplemented guidance or requirements.

Schedule 7
Supplemental Legal Terms and Conditions - Media buying

1. Additional clauses

1.1 The following clauses set out in this Schedule shall apply to media buying Services. Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms:

2. Authorization

2.1 Agency shall enter into all Third Party Contracts for the purchase of media, materials and/or services under this Schedule 7 as an agent for a disclosed principal, which shall either be Client or a Client Affiliate.

2.2 In addition to the General Terms, Agency will obtain Client’s authorization before making any substantial commitments or substantial expenditures (e.g. media commitments) on Client’s behalf, and the Client’s written approval of such estimates and quotations will be Agency’s authority to make reservations and contracts for space, time and other facilities.

2.3 The payment terms are based upon the principle that the Client will ensure that Agency is paid in advance of the Agency placing orders with media owners and digital intermediaries in respect of the Client’s advertisements. Agency shall not be obligated to commit to any media commitments until it has received payment in full of the applicable amounts from Client.

2.4 If Agency performs media buying services on behalf of the Client, Agency shall invoice in advance of entering into any contract or commitment with a third party provider and payment will be due upon receipt and no later than 10 Business Days prior to the start of media schedules unless otherwise specified. If payment is not received within 10 Business Days of the launch of media, Agency shall retain the right to cancel any and all media schedules. Client agrees to pay any surcharge imposed by media owners and digital intermediaries if payment is late due to Client’s failure to pay Agency by the due date.

2.5 In the event that the Client cancels a media purchase for any reason after Agency has booked/ ordered the media purchase with a third party supplier then Client shall remain liable to the Agency for its fee / commission relating to the Services for that purchase and any non-cancellable costs and expenses.

2.6 Any discounts, rate reductions, credits, or other price concessions that are applied at the level of an individual media placement, insertion order, or “buy” purchased specifically for Client (i.e., line‑item or placement‑specific discounts) shall inure to the benefit of Client and be reflected in the pricing charged to Client for such placement. By contrast, any rebates, bonuses, volume or frequency discounts, additional or bonus placements, spots, airtime upgrades, vendor credits, or other incentives or cost savings that are calculated, earned, or paid on the basis of aggregated spend, campaigns, or buys placed by Agency with a media vendor (including across multiple clients of Agency) and that are not specifically attributable to a particular individual buy for Client shall be retained by, and made to or for the benefit of, Agency and Client shall have no right, title, or interest therein.

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Schedule 8
Supplemental Legal Terms and Conditions - Below the line/ experiential

1. Additional clauses

1.1 In addition to the General Terms, the following terms and conditions will apply to Below-the-Line Services. Capitalized terms used and not defined herein have the meanings ascribed to them in the General Terms.

1.2 “Below-the-Line Services” means experiential services that are non-mass, highly targeted marketing activities that create direct, immersive brand interactions with a defined audience, designed to drive engagement, participation, and measurable response rather than broad awareness. Below-the-Line Services shall mean Promotions and Events (as set forth in the Schedule 8) and any other Below-the-Line Services set forth in a Statement of Work.

2. Promotions

2.1 Unless otherwise agreed between Client and Agency in writing, Client shall be responsible for sourcing any promotional gift or prize being offered to the public or entrants to a promotion (“Promotional Prize”). As such, Client shall be liable for, and hereby agrees to indemnify, defend and hold Agency and its Affiliates harmless against any and all Losses incurred as a result of any such Promotional Prize, including any claim by a third party arising out of the use or enjoyment of such Promotional Prize. Further, Client shall be solely responsible for ensuring that all promotions and Promotional Prizes are compliant with applicable laws, rules and regulations and Agency shall have no obligation or liability with respect to such compliance (or non-compliance).

3. Events

3.1 Where the Services include Agency organizing and hosting events for the Client, Agency may be responsible for organizing and securing venues at which the events will be hosted.

3.2 Provided that Agency has notified the Client of all material terms entered into with such venue owners, Client shall be liable for any breach of such venue hire terms and conditions by Client or its Affiliates.

3.3 Client shall be liable for and hereby agrees to indemnify, defend and hold Agency and its Affiliates harmless against any and all Losses suffered as a result of any use of Client’s products or services at any event, provided that, where applicable, Agency has complied with any directions of Client as to how such products or services are to be offered to the public.

3.4 Where Client’s products include food and/or drink, Client shall ensure that appropriate allergy information is given to the public at any event involving sampling of Client’s products.