TERMS OF SERVICE AGREEMENT iNVISAGE MEDIA Pty/Ltd
STANDARD TERMS AND CONDITIONS
These are the iNVISAGE MEDIA (“we” or “our”) standard Terms and Conditions which will apply to every contract when you as the Customer engage the iNVISAGE MEDIA to perform its services. When providing our services, we may also need to supply product/s.
The INVISAGE MEDIA reserves the right to amend these Terms and Conditions from time to time at their discretion. Any changes made in such revision take immediate effect once the Customer is notified of such a change.
ACCEPTANCE OF THESE TERMS
8. Any act by the Customer or those legally acting on behalf of the customer which requests iNVISAGE MEDIA to begin performing any services or providing any materials will be deemed as acceptance to these Terms and Conditions.
9. Once these Terms and Conditions are accepted they are irrevocable and cannot be amended without the written consent of iNVISAGE MEDIA.
10. In the event there is more than on party as a Customer to these Terms and Conditions, all Customers will be jointly liable for these Terms and Conditions.
11. Should the Customer cancel the engagement of iNVISAGE MEDIA after it has been accepted, the Customer agrees they may be held liable for any costs incurred by iNVISAGE MEDIA in relation to the provision of the services and/or provision of products up to the point of cancellation.
QUOTES, INVOICES AND PAYMENT
12. The Customer will pay iNVISAGE MEDIA’s fee within 14 days of completion of the services, Direct Debit Facilities on application are available for up to 30 Days of completion or services. The price includes GST and is the full amount which the Customer will pay for the service.
13. INVISAGE MEDIA will issue a tax invoice for the service setting out the service performed, including any variation, the date the service was performed and by whom. The tax invoice will also separately identify all expenses and any GST payable. This tax invoice will include the final price for the services performed and any goods provided, this price may vary from the quoted price at the discretion of iNVISAGE MEDIA
14. Payment of iNVISAGE MEDIA’s tax invoice should be made in the following manner: Credit card, cheque, electronic transfer to iNVISAGE MEDIA’s bank account or Cash.
15. Where the Customer fails to pay any tax invoice on or before the due date, the Customer agrees that iNVISAGE MEDIA may add interest to the total outstanding amount at the rate of 3% interest per calendar month and that the Customer will be liable to pay an accrued interest in addition to the outstanding amount.
16. In the event the Customer defaults in payment of an invoice, the customer shall indemnify iNVISAGE MEDIA from any costs incurred by iNVISAGE MEDIA in recovering the outstanding amount, including but not limited to solicitors fees.
17. The Customer is not entitled to deduct any invoiced amount from any amounts owing to the Customer by iNVISAGE MEDIA.
Occupational Health and Safety/Workplace Health and Safety
18. The Customer will ensure that, if the service is to be performed on the Customer’s property, the Customer is authorised to occupy those premises and obtain the service.
19. The Customer will ensure that if the service is to be performed on the Customer’s property, that at all times the property is safe and that all facilities provided by the Customer for the purposes of enabling the service to be performed are also safe.
20. The Customer will ensure that iNVISAGE MEDIA will have unencumbered and unobstructed access to the area/s of the premises requiring the service.
21. INVISAGE MEDIA will ensure that at all times in performing the service it uses safe and proper procedures and practices and that all its employees are properly trained and supervised and observe all proper safety practices. Where protective equipment, materials or clothing are required these will be provided by iNVISAGE MEDIA and iNVISAGE MEDIA will ensure that these are used at all relevant times.
22. INVISAGE MEDIA will at all times have current Workers Compensation insurance and will, on request with prior notice, provide evidence to the Customer of its currency.
LIMITATION ON WARRANTY
23. INVISAGE MEDIA warrants that all the service it performs including any product it supplies as part of the service will be fit for its intended purpose, will be capable of being used by the Customer for its intended purpose and will perform in accordance within its applicable specifications (if any).
24. All statutory warranties that can be lawfully excluded are hereby expressly excluded.
25. To the extent permitted by law, iNVISAGE MEDIA is not liable for negligence or otherwise to any person including the Customer for any loss or damage including consequential loss suffered or incurred in relation to iNVISAGE MEDIA’s service or products supplied.
26. Where the service is not of the kind ordinarily required for personal, domestic or household use or consumption then the liability of iNVISAGE MEDIA is limited pursuant to s.64A of the Competition and Consumer Act 2010 (Cth) to, at the discretion of iNVISAGE MEDIA:
(a) the supplying of the service again; or
(b) the payment of the cost/s of having the service supplied again.
27. It is agreed by the Parties that these Terms and Conditions will be construed in accordance with the Law of Qld and each Party covenants that it submits to the jurisdiction of the Courts of Qld for the resolution of any dispute under the Agreement.
28. Neither iNVISAGE MEDIA nor the Customer shall be held liable for any breach of these terms where the breach arises from an act of God, war, natural disaster, terrorism or any other event beyond the reasonable control of either party.
A STANDARD IMAGE LICENSE grants you the invoiced owner the right to use Images:
As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile “apps”, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), and in online media (including Web Marketing such as Realestate.com, Domain.com and on video-sharing services such as YouTube, Dailymotion, Vimeo, etc.)
Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;
As part of an “Out-of-Home” advertising campaign, provided the intended audience for such campaign is less than 500,000 gross impressions, and for the use of on-line marketing purposes for a single use online advertising campaign;
Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a “Production”), without regard to audience size, provided the budget for any such Production does not exceed AU $10,000;
For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
If the Standard license do not grant the rights you require please contact Customer Service. (1800 224 103) or email email@example.com within normal Australian business hours
ACCEPTABLE USE POLICY
Use Visual Content designated “Editorial Use Only” for commercial purposes.
Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein.
Use Visual Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.
Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.
If you require any of the foregoing rights, please contact Customer Service. (1800 224 103) or email firstname.lastname@example.org within normal Australian business hours.
CREDIT AND COPYRIGHT NOTICES
The use of Visual Content in an “editorial” context, shall be accompanied by an adjacent credit to the iNVISAGE Media contributor and to iNVISAGE Media in substantially the following form:
“Name of Artist/iNVISAGE Media”
If and where commercially reasonable, the use of Visual Content in Merchandise or a Production shall be accompanied by a credit to iNVISAGE Media in substantially the following form:
“Image(s) or Footage (as applicable), used under license from iNVISAGE Media”
Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.
WARRANTIES AND REPRESENTATIONS
iNVISAGE Media shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by you. Any Visual Content being Audio & Video being published on any iNVISAGE Hosting Site(s) or Site(s) that are hosted by you, Weather being Published to Hosting Site(s) by iNVisage Media or You.
While iNVISAGE Media makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content , iNVISAGE Media MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) VISUAL CONTENT. For the sake of clarity, iNVISAGE Media will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content.
In the event that you breach any of the terms of this or any other agreement with iNVISAGE Media, iNVISAGE Media shall have the right to terminate your account without further notice, in addition to iNVISAGE Media’s other rights at law and/or equity. iNVISAGE Media shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
Except as expressly set forth herein, iNVISAGE Media grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. iNVISAGE Media only has model or property releases where expressly indicated on the iNVISAGE Media website.
Except when required by law, iNVISAGE Media shall be under no obligation to issue refunds under any circumstances. In the event that iNVISAGE Media determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
“Non-transferable” as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content. You may however, make a one-time transfer of Visual Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Visual Content subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Visual Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Visual Content from such Social Media Site, and to promptly notify iNVISAGE Media of each such Social Media Website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content. If you become aware of any unauthorized duplication of any Visual Content please notify us via email at email@example.com
If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to iNVISAGE Media, upon iNVISAGE Media’s reasonable request.
The validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or their making, performance or breach, and related matters shall be governed by the internal laws of the State of Queensland (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and/or enforcement of these TOS, matters arising out of or related to these TOS or its making, performance or breach, or related matters shall be brought exclusively in the State or Federal courts located in the State of Queensland. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. You agree that service of process in any actions, controversies and disputes arising from or relating to these TOS may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.
If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to iNVISAGE Media for any breaches of the terms of these TOS.
The number of Visual Content downloads available to you is determined by the product you purchase. For the purposes of these TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as thirty (30) consecutive days beginning on and including the date that you purchase your product.
If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that these TOS shall otherwise remain in full force and effect.
It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
Neither iNVISAGE Media nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Visual Content, iNVISAGE Media’s breach of this agreement, or otherwise, unless expressly provided for herein, even if iNVISAGE Media has been advised of the possibility of such damages, costs or losses.
iNVISAGE Media does not warrant the Visual Content on iNVISAGE Media websites, or other materials that will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Visual Content is solely with you.
TOS Effective July 2015 iNVISAGE MEDIA Pty Ltd