THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between SOCIAL LIAISON PTY LTD, a limited liability company organised under the laws of the state of Victoria, Australia (“Social Liaison”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Social Liaison’s website: https://www.social-liaison.agency/ (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Social Liaison shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Social Liaison for services rendered shall remain and continue to be an ongoing obligation owed by Client to Social Liaison.
This section is intended to protect the Agency's valuable Intellectual Property rights, including its strategic thinking and leadership, and to ensure that such rights are not misused or exploited by the Client. By entering into this agreement, the Client agrees to abide by these terms and conditions and to respect the Agency's ownership of its Intellectual Property.
Trademarks. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.
Industry Regulations: Client shall have sole responsibility for ensuring the business, brand, products and advertising complies with all respective laws, industry standards and regulations across the course of the relationship with Agency and Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging legal or regulatory infringement, or arising out of Client’s failure to obtain regulatory clearance or permissions.
Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademarks, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Agency a nonexclusive, non transferable licence to use, reproduce, modify, display and publish the Client Content solely in connection with Agency’s performance of the Services and promotional uses of the Deliverables as authorised in this Agreement.
Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Agency shall inform Client of all Third Party Materials to be procured by Agency that Client may need to licence at Client’s own expense, and unless otherwise arranged by Client, Agency shall obtain a licence for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.
Notwithstanding Social Liaison’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Social Liaison to become the owner of a Project, in whole or in part, rather than Client, Social Liaison irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Social Liaison as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Social Liaison always reserves the right to share the Client's design work publicy (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
Ownership of Intellectual Property: The Agency retains ownership of all Intellectual Property created or developed in the course of providing services to the client, including, but not limited to, any strategic thinking, or consulting. The client acknowledges that the Agency has the sole and exclusive right to use such Intellectual Property for any lawful purpose.
Agency Tools: Agency Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Agency. Agency hereby grants to Client a nonexclusive, non transferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide licence to use the Agency Tools solely with the Final Deliverables for the Scope of Work. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Agency Tools comprising software or technology.
Use of Intellectual Property: The client may use the Intellectual Property solely for the purpose of the services provided by the Agency. The client agrees not to challenge the Agency's ownership of the Intellectual Property or to use the Intellectual Property for any other purpose without the Agency's prior written consent.
Confidentiality: The client shall maintain the confidentiality of the Intellectual Property and shall not disclose it to any third party without the Agency's prior written consent.
Termination: Upon termination of this agreement, the client shall immediately cease all use of the Intellectual Property and shall return all materials in its possession or control that contain or embody the Intellectual Property to the Agency.
Remedies: In the event of any unauthorised use or disclosure of the Intellectual Property, the Agency shall be entitled to seek injunctive relief and/or monetary damages, and the client agrees to cooperate fully in any such action.
By using the Website, Client represents and warrants that: