User Agreement

Crowdeo general services agreement

The use of the online services provided by Crowdeo Limited ("Crowdeo") is governed by both the terms and conditions set out below as well as each Addendum ("this Agreement"). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement. 1. Definitions and interpretation 1.1 Definitions In this Agreement, the following terms will have the following meanings, unless the context otherwise requires: Amendment Date has the meaning given in clause 15.1 Audio means an audio track which a Buyer engages a Producer to create as part of a Contest Bonus Credits means credits or vouchers with Crowdeo which may be exchanged for certain goods and services offered by Crowdeo but which cannot be redeemed for cash Brief means a Buyer’s requirements for their Media Buyer means a person who hosts a Video Contest for one or more Producers to create a Pitch to fulfil the requirements of the Brief Buyer Payment has the meaning given in clause 5.3(a) Concept means the proposal for the media to be created, submitted by the Producer as part of a Contest Contest means a tender held by a Buyer to invite one or more Producers to submit Pitches for the provision of the Media to the Buyer. The winner of the Contest will be the successful tenderer. For the avoidance of doubt, only one Producer may win a Contest. Contest Services means the service offered by Crowdeo which permits Buyers, by way of a Contest, to tender their Pitch for creation by Producers and conducts that tender via Crowdeo.com Crowdeo means Crowdeo Limited – United Kingdom Company Number 7303959 Crowdeo.com means the Crowdeo website and underlying software and infrastructure which permits the provision of the Services Dollar Credits means credits or vouchers for the purchase of goods or services from Crowdeo, which may be redeemed for US dollars or other currencies IP Transfer Agreement means the document by that name (or a similar name) which sets out a default set of terms and conditions governing the separate agreement between the Buyer and Producer described in clause 4. Indemnified has the meaning given in clause 13 Intellectual Property Rights means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, design rights, whether or not such rights are registered or able to be registered Media means the videos, audio or concepts created by the Producers for the Buyer’s requirements. The term Media is also interchangeable with Pitch. Personal Information has the meaning given in clause 8.1 Pitch means the Media created and submitted to the Buyer as part of the Contest Producer means a person who creates the Media in response to a Buyer’s Brief as part of a Contest Producer Fee has the meaning given in clause 5.3(a)(i) Services means the services provided by Crowdeo which are described in clause 2 Stock Images means images, logos or other artistic works which may be purchased from a third party website or directly from a third party Taxes means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement Third Party Work means any image, logo, artistic work, literary work or other item or thing (including a Stock Image) in which the Intellectual Property Rights are owned by a Third Party User Account means an online account with Crowdeo which enables you to use Crowdeo.com Videos means a video which a Buyer engages a Producer to create as part of a Contest 1.2 Rules for Interpretation In the interpretation of this Agreement, unless the contrary intention appears: (a) a reference to this Agreement means a reference to an agreement between you and Crowdeo on the terms and conditions of the documents described in clause 1.3, and includes an amendment or supplement to, or replacement or novation of this Agreement; (b) the words "includes" or "including" mean "includes without limitation" or "including without limitation"; (c) a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa; (d) the singular includes the plural and vice versa; (e) a reference to any gender includes a reference to all other genders; (f) a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions; (g) an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; (h) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and (i) headings are inserted for convenience only and do not affect the interpretation of this Agreement. 2. Services offered by Crowdeo 2.1 Crowdeo provides online services relating to the sale, purchase and supply of Videos, in accordance with and subject to, the terms and conditions of this Agreement, whereby ("Services"): (a) Buyers and Producers may participate in Contests in accordance with this Agreement; (b) Buyers and Producers may receive other goods and services from Crowdeo as set out in this Agreement. 2.2 You, as a user of the Services, may use the Services in the capacity as a Buyer, Producer or both a Buyer and a Producer. The terms and conditions of this Agreement will apply to your use of the Services in either or both of those capacities. 3. Using the Services as a Buyer (Hosting a Contest) 3.1 When this clause applies This clause 3 will apply if you use the Contest Services in the capacity as a Buyer. 3.2 Hosting a Contest You may, as a Buyer, host a Contest for the provision of Media. A Contest is hosted using Crowdeo.com. To host a Contest, you, as a Buyer must, via Crowdeo.com: a) choose the type of Contest you wish to hold. The types of Contests available will be determined by Crowdeo from time to time; b) advertise your Brief to Producers; c) specify the total Buyer Payment you wish to pay for the Pitch or Media (which will need to be greater than any minimum amount specified by Crowdeo from time to time); d) specify how long the Contest will be open for (subject to any maximum period specified by Crowdeo from time to time); e) specify any other details relating to the Contest as required from time to time by Crowdeo; and f) pay Crowdeo the Buyer Payment in accordance with clause 8 this Agreement. 3.3 Buyer’s obligations in relation to hosting Contests You, as a Buyer agree not to: a) run a Contest if you are tendering the creation of the same Media through a service other than Crowdeo.com; b) allow or request Producers to submit Pitches or Media to you via any means other than via Crowdeo.com; or c) require a Producer to fulfil any requirement in relation to a Contest other than the requirements specified in this Agreement; 3.4 Crowdeo's obligations to Buyers who host Contests If you, as a Buyer, host a Contest, then: a) Crowdeo will, via Crowdeo.com, invite Producers to enter the Contest to bid to produce your Media as required by your Brief. Such Producers will be engaged and invited by Crowdeo, to submit Pitches to you. The actual Producers who are invited to enter the Contest will depend on the type of Contest you select; b) Crowdeo will deliver Pitches which it receives from Producers to you via Crowdeo.com. You acknowledge that such Pitches will be submitted in various formats; and c) Crowdeo will, via Crowdeo.com, deliver the completed Media to you once: i. you choose a winning Pitch; and ii. Crowdeo has confirmed receipt of your Buyer Payment. Payments will be processed in accordance with clause 7 of this Agreement. 3.5 Buyer’s obligation to choose a winning Pitch a) If you, as a Buyer, hold a Contest, then you must, by a certain time specified by Crowdeo, select one Pitch as the winner of your Contest. If you fail to choose a winning Pitch in accordance with this clause then: i. your Buyer Payment will be retained by Crowdeo and, notwithstanding clause 7.3(c) of this Agreement, the Producer Fee will then be shared in equal proportions by those Producers who participated in the Contest; and ii. you as the Buyer, will however have no right to use or reproduce the Pitches or Media submitted by those Producers. iii. In some circumstances, you may however seek a refund of your Buyer Payment pursuant to your rights arising under clause 7 of this Agreement. 3.6 Buyer's ability to withdraw a Contest Subject to clause 3.4, you, as a Buyer, may withdraw your Contest before a winning Pitch is chosen or before the close of the Contest. If a Contest is withdrawn then all Pitches submitted will be considered losing Pitches. Clause 7 sets out your entitlement (as a Buyer) to a refund for a withdrawn Contest. 3.7 How the Media is delivered Once the requirements of clause 3.4(c) are fulfilled, the winning Media will be delivered to you, as the Buyer, in a file format specified by Crowdeo from time to time. Your ownership rights as a Buyer in relation to the Media are specified in the separate agreement between you and the Producer described in clause 4 of this Agreement. 3.8 Usage of losing Pitch entries You, as a Buyer, must not reuse or reproduce any Pitch which is not chosen by you as a winning Pitch. 4. Using the services as a Producer 4.1 When this clause applies This clause 4 applies when you use the Services in your capacity as a Producer. 4.2 Participating in Contests 1. You will have the opportunity to participate, as a Producer, in Contests hosted by Buyers. 2. Contests will be advertised by Crowdeo via Crowdeo.com. As a Producer, you may elect to participate in a Contest via the methods available in Crowdeo.com and otherwise specified by Crowdeo from time to time. 4.3 Submitting Pitches a) To participate in a Contest as a Producer, you must submit a Pitch to the Contest being hosted by a Buyer. The Pitch, as submitted, must meet the Buyer's Brief. b) The Pitch must be submitted via Crowdeo.com and/or using any methodology, file format or technology specified by Crowdeo from time to time. c) If you, as a Producer, submit a Pitch: i. you undertake and warrant that the Pitch will not infringe or be a derivative of the Intellectual Property Rights of a third party nor will it be a derivative of any Media or Pitch submitted to Crowdeo.com by another Producer; ii. your Pitch must not include a Third Party Work unless the inclusion of the Third Party Work is authorised by Crowdeo policies relating to the use of Third Party Works (as those policies exist from time to time); iii. subject to clause 4.3(c)(ii), if your Pitch includes a Third Party Work, you must at the time of submitting the Pitch: 1. specify that a Third Party Work has been used in the Pitch; and 2. set out the licence and/or usage rights which apply to the Third Party Work including whether the Buyer is required to purchase a licence for the Third Party Work. 4.4 Being chosen as the winning Pitch If your Pitch is selected by a Buyer as a winning Pitch, then: a) you must upload the raw media files, as specified by the Buyer, for the Pitch to Crowdeo.com for delivery to the Buyer; b) Crowdeo will deliver the winning Pitch Media to the Buyer; and c) once the Buyer has confirmed its acceptance of the winning Pitch, Crowdeo will pay you, as the Producer, the Producer Fee in accordance with clause 7 of this Agreement. 4.5 No guarantee of winning a Contest or being included You acknowledge and agree that as a Producer: 1. you may not have the ability to enter each and every Contest; 2. Crowdeo or a Buyer may restrict your ability to enter any one Contest and/or invite only specific Producers to a Contest; and 3. Crowdeo has not made any representation or warranty that you will win any minimum number of Contests or earn any income, or any minimum amount of income, from entering Contests. New Section 5 5. Creating a user account to use the Services 5.1 Creating a User Account (a) You agree to create a User Account with Crowdeo in order to use the Services. (b) Your User Account will be created using Crowdeo online sign up process, or any other method specified by Crowdeo from time to time. (c) Your User Account will permit you to login to Crowdeo.com to manage your User Account, make use of Crowdeo.com and to manage other details involving your relationship with Crowdeo. (d) You agree to keep confidential and secure any username or password used to access your User Account. (e) You warrant that all information provided to Crowdeo in the setup of your User Account is true and correct in every detail. (f) You agree to only maintain one User Account in relation to your use of the Services and Crowdeo.com. (g) You agree to provide Crowdeo with all identification documents (including copies of passports and drivers licences) which Crowdeo requests from you from time to time for the purposes of verifying your identity. (h) All users of the Services must be 18 years of age or older. By creating a User Account, you represent and warrant to Crowdeo that you are 18 years of age or older and you can form legally binding agreements under applicable law. You may however permit minors under 18 years of age to use your User Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your User Account occurs under your supervision at all times. If you do permit a minor to use your User Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify Crowdeo against any loss, cost, expense or damage it may suffer as a result of the same. (i) If you are using the Services on behalf of your employer, then both you and your employer will be bound jointly and severally in relation to this Agreement and your employer will be responsible for your actions. Further you warrant that you have full authority to enter into this Agreement on behalf of your employer. 5.2 Use of your User Account and Crowdeo.com You agree that you will only use your User Account and Crowdeo.com for the purposes of using the Services and for no other purpose. In particular, in using your User Account and accessing Crowdeo.com, you will not: (a) subject to clause 5.1(h), resell or sublicense the use of Crowdeo.com or your User Account to any other person; (b) use your User Account to promote the services of a competitor to Crowdeo without first obtaining the prior written consent of Crowdeo; (c) use your User Account in a fraudulent or illegal manner, or email or send any materials from your User Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable; (d) use your User Account to stalk or harass another person; (e) use your User Account to impersonate any person in any way whatsoever; (f) use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person; (g) use your User Account for sending advertising, chain letters, junk mail, "spamming" or any other type of unsolicited email; (h) forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Services; (i) use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files; (j) use your User Account in such a way which damages Crowdeo.com or denies access to Crowdeo.com to other users of Crowdeo.com; (k) intentionally or recklessly use your User Account in a way that degrades the performance of Crowdeo.com for other users; and (l) cancel any Contest or other sale or purchase of Media for the purpose of contracting separately with a Producer or Buyer you meet through Crowdeo.com which results in you avoiding paying Crowdeo any Buyer Payment or any fees and charges of Crowdeo. In these circumstances, without limiting Crowdeo remedies against you, Crowdeo may recover its lost fees and charges and the Buyer Payment from you by suspending your User Account and/or deducting its loss from any Crowdeo Credits in your User Account. 6. Supply of Pitches from Producers to Buyers 6.1 The supply of a Pitch from a Producer to a Buyer will be made in accordance with this Agreement). 6.2 Once a Buyer selects a winning Pitch in a Contest, the Buyer and the Producer will be deemed to have entered into a separate binding agreement in relation to the provision of the Media and the Buyer's rights in relation to the Media. Crowdeo and its third party providers will not be a party to this separate agreement and will have no liability whatsoever in relation to the performance or failure to perform of a Buyer or Producer under the terms of the separate agreement. The terms of the separate agreement will be, unless separately agreed in writing between a Buyer and Producer, on the terms of the I.P. Transfer Agreement. 6.3 By entering into this Agreement but subject to clause 6.2, you agree that you will be bound by the I.P. Transfer Agreement in your capacity as a Buyer who purchases Media or a Producer who provides Media. 7. Payments 7.1 Crowdeo Credits (a) You may pay for goods and services provided by Crowdeo by exchanging Crowdeo Credits in return for those goods and services. (b) You may purchase Crowdeo Credits at any time via Crowdeo.com. Crowdeo Credits may be purchased via your credit card, PayPal or any other method of payment specified from time to time by Crowdeo. (c) There are two types of Crowdeo Credits: (i) Dollar Credits; and (ii) Bonus Credits. (d) Each Dollar Credit is equivalent to one United States dollar. (e) Bonus Credits are not equivalent to any currency. They may however be used to purchase or obtain discounts on certain specified goods and services from Crowdeo. (f) Crowdeo Credits are not legal tender and cannot be traded or sold to third parties. Crowdeo Credits are only exchangeable for goods and services provided by Crowdeo in accordance with pricing and rules specified by Crowdeo from time to time. (g) Any Dollar Credit which includes a fraction of a cent may be truncated by Crowdeo down to the nearest whole number. (h) The balance of any Crowdeo Credits held by you may be reduced at any time by Crowdeo for any amount owing by you to Crowdeo on any account whatsoever including in relation to compensating Crowdeo for any loss that it determines (in its sole and absolute discretion) it has suffered as a result of any breach of this Agreement by you. 7.2 Converting Dollar Credits to amounts payable to you (a) You may at any time, convert Dollar Credits which you hold in your User Account to US dollars or any other currency permitted by Crowdeo.com and request payment of those amounts to you. Any such payments will be made via the payment method nominated by you in your User Account. Any such payment by Crowdeo to you may be reduced by any amount owing by you to Crowdeo on any account whatsoever and may also be reduced by any related administration fees and charges imposed by Crowdeo from time to time. (b) Any payment to you in a currency other than US dollars will be made at an exchange rate determined by Crowdeo in its sole discretion. You will bear all risk in relation to any loss you may make as a result of the exchange of US dollars to another currency. (c) Any withdrawal of Dollar Credits in accordance with this clause may be subject to minimum or maximum withdrawal amounts specified by Crowdeo from time to time. (d) Crowdeo may refuse to permit you to withdraw Dollar Credits where it considers that as at the date of withdrawal you are in breach of this Agreement or Crowdeo considers that you or another Buyer or Producer who is a party to the separate agreement described in clause 6 is in breach of the terms of that agreement. 7.3 The amount payable by a Buyer (a) When you, as a Buyer, purchase Media, you will pay Crowdeo a total amount ("Buyer Payment") which is comprised of: (i) the price or portion of the Buyer Payment which will be paid to the Producer for their Pitch which is the total amount of the Buyer Payment minus the amounts set out in clauses 7.3(a)(ii) to 7.3(a)(vi) below ("Producer Fee"); (ii) any fees and charges imposed by Crowdeo; (iii) fees and charges imposed by a third party on Crowdeo in respect of a Contest; (iv) any Taxes which may be levied on the provision of the Media to you; (v) any Taxes which may be levied on the provision of any other goods or services by Crowdeo; and (vi) any other portion of the Buyer Payment retained by Crowdeo after deduction or payment of the above amounts. (b) The total amount of the Buyer Payment will be specified by you as required under this Agreement when you create a Contest. (c) You agree that you will not enter into any arrangement or agreement with a Producer to pay any amount in excess of the Buyer Payment for the Media or to pay them separately outside Crowdeo.com in relation to the supply of a Pitch or media to you. 7.4 How is the Buyer Payment paid? The Buyer Payment is paid using either Crowdeo Credits and/or any other method of payment which is specified by Crowdeo from time to time which may include credit card, PayPal, direct debit, or telegraphic transfer. If Crowdeo Credits are used for payment, then Crowdeo may specify a maximum number of Crowdeo Credits (which may be zero) which may be used towards payment. 7.5 What amounts are paid to Producers? (a) If a Buyer elects to purchase your Pitch, then Crowdeo will pay you the amount of the Producer Fee (subject to having first received payment from the Buyer). (b) The Producer Fee will be paid to you in Crowdeo Credits (irrespective of the method of payment used by the Buyer) but may be reclaimed by Crowdeo if any refund is payable to the Buyer under clause 8 or any chargeback or payment reversal occurs in relation to any payment by the Buyer which relates to the sale of your Pitch or Media. (c) You may redeem Crowdeo Credits into cash as described in clause 7.2. 7.6 Expiry of Crowdeo Credits (a) The balance of Dollar Credits held by you will expire 12 months from the date that you last spent any Dollar Credits to purchase any goods or services from Crowdeo. Balances of your Dollar Credits which are not spent within this 12 month period are lost. (b) The balance of Bonus Credits held by you will expire 12 months from the date that you last spent any Bonus Credits to purchase any goods or services from Crowdeo. Balances of your Bonus Credits which are not spent within this 12 month period are lost. 7.7 Crowdeo is not an escrow service Crowdeo is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Crowdeo are property of Crowdeo and Crowdeo may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Crowdeo are as set out in this clause 7 or under clause 8. 7.8 Taxes You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction from your sale or purchase of any Media via Crowdeo.com. Crowdeo is not responsible for collecting, reporting or remitting to you any such Taxes. 8. Processing of refunds 8.1 How refunds are paid If Crowdeo issues you a refund, that refund will be paid to you using the same payment methods you used to remit the Buyer Payment to Crowdeo as described in clause 7.4 or via any other method Crowdeo chooses from time to time. 8.2 Refunds for "defective" Media If a refund is paid to a Buyer as a result of a defective Pitch or Media (as determined under clause 8.3), then: (a) if the Media is provided by you, in your capacity as a Producer, then you must reimburse Crowdeo for the amount of the Producer Fee you received in respect of that Media. The reimbursement will first be paid out of any Crowdeo Credits you hold and any remaining debt will be payable by you to Crowdeo on demand; or (b) if the refund is paid to you as a Buyer, then you will initially receive the amount of the Buyer Payment paid by you, less the Producer Fee. You will receive the Producer Fee only once the Producer Fee is reimbursed by the Producer to Crowdeo as contemplated in clause 8.2(a) above. 8.3 When is a Pitch or Media deemed to be "defective"? (a) A Pitch or Media will be deemed to be "defective" if: (i) both a Buyer and the Producer agree it is defective and notify Crowdeo of this fact; (ii) it is determined to be defective under the terms of this Agreement; (iii) Crowdeo receives a demand or claim from a third party who claims ownership of the Media or the Intellectual Property Rights in the Media and Crowdeo accepts (to be determined by Crowdeo in its sole and absolute discretion) that there may be grounds for the third party's claim; or (iv) Crowdeo deems (in its sole and absolute discretion) that it is defective. (b) You agree that any determination by Crowdeo that a Pitch or Media is defective is final and conclusive, is not subject to challenge by you, and is binding on you. (c) If Crowdeo determines that a Pitch or Media is not defective, this will not restrict a Buyer from pursuing a Producer separately for amounts paid by Crowdeo to the Producer. 8.4 Withdrawn Contests Subject to clause 3, if you, as a Buyer, are permitted to, and do withdraw a Contest, then you may be refunded any amount of the Buyer Payment paid in respect of the Contest. 8.5 Crowdeo money back guarantee for Contests a) If you as a Buyer, host a Contest, then you may seek a refund of the Buyer Payment paid by you at any time up to 30 days after the close of your Contest but only if: i. a successful Pitch was not chosen by you; or ii. a successful Pitch was chosen by you, but the Producer is yet to be paid by Crowdeo for the provision of their Pitch. 8.6 Other circumstances in which a refund may be paid (a) Crowdeo may refund an amount paid by a Buyer in respect of Media supplied by a Producer if: (i) the refund is issued in accordance with any terms awarding a refund as set out in this Agreement; (ii) Crowdeo is required by law or considers that it is required by law to do so; (iii) Crowdeo determines that issuing a refund to the Buyer will avoid any dispute or increased costs to Crowdeo; (iv) Crowdeo issues the refund to the Buyer in accordance with any refund policy specified by Crowdeo from time to time; (v) the order placed by the Buyer is found to be fraudulent; (vi) the Buyer placed a duplicate order in error; or (vii) in Crowdeo’s sole opinion, Crowdeo considers that it is likely that the refund is necessary to avoid a credit card charge back. (b) Crowdeo's determination as to whether a refund is required by this clause 8.4 is final and conclusive and may not be challenged by you. 9. Suspension of the services 9.1 Without limiting Crowdeo’s other rights arising under this Agreement, Crowdeo may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if: (a) Crowdeo considers that you have breached any of your obligations to Crowdeo under this Agreement; (b) you submit Media for sale via Crowdeo.com which is a Third Party Work without the written consent of the owner of the Third Party Work; (c) Crowdeo considers that you are using your User Account in bad faith; (d) a provision contained in this Agreement permits Crowdeo to suspend your User Account or use of the Services; (e) you are using your User Account or the Services for illegal or fraudulent means or in a manner which Crowdeo in its sole discretion considers offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable; or (f) in Crowdeo’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Crowdeo’s servers or Crowdeo’s other services. (g) Crowdeo considers that: (i) you have colluded in relation to the awarding of a winner in a Contest or awarding a separate User Account held by you as the successful Producer in a Contest; or (ii) you and a Producer in a Contest are not dealing on an arms length basis. (h) you are using the Contest Services to participate in a Contest (either as Buyer or Producer), which in Crowdeo’s sole and absolute opinion is offensive, immoral, unethical or is likely to bring Crowdeo into disrepute. 9.2 You agree: 1. (a) Crowdeo may suspend the Services where permitted under clause 9.1 at any time; 2. (b) Crowdeo’s suspension of the Services may, in Crowdeo’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and 3. (c) Crowdeo may in its sole discretion reactivate the Services and your User Account for you at any time following their suspension. 9.3 For the avoidance of doubt, you may not make withdrawals of, or spend any Crowdeo Credits during any period of suspension of your User Account. Further, Crowdeo may in its discretion retain the balance of all Crowdeo Credits in your account towards compensating Crowdeo for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the User Account suspension. 10. Privacy 10.1 Crowdeo will collect your personal information including your name, contact details and payment details (including, without limitation, credit card details) ("Personal Information"). All Personal Information will be handled, used, maintained and disclosed by Crowdeo in accordance with all applicable privacy laws and data protection laws as well as its privacy policy which applies from time to time. 10.2 You agree that you will only use the Personal Information of other Buyers or Producers for the purposes of this Agreement and for the purposes of interacting with them in relation to the Services. Unless separately agreed between you and another Buyer or Producer, you must not use their Personal Information for any other purpose. 10.3 You warrant to Crowdeo and its third party providers that you will comply with all privacy laws and data protection laws (including, without limitation, the Australian Privacy Act 1988 (Cth)) in relation to the storage, use and transfer of Personal Information. 11. Relationship of the parties 11.1 Crowdeo is an independent service provider to you and is not your partner, employee or agent. You do not have the power to bind Crowdeo in relation to any obligation owing to a third party. 11.2 You agree that by entering a Contest (either as Buyer or Producer) that Crowdeo, in providing the Services and your access to Crowdeo.com, is providing a platform or venue for you to enter into a separate agreement with other Buyers or Producers (as the case may be). Crowdeo is not a party to that separate agreement and is not responsible for any act or omission of the other parties to that separate agreement. 12. Your general obligations You agree that: 12.1 you will not use the Services for any illegal or fraudulent purpose or for any purpose other than using the Services as a Buyer or Producer; 12.2 you will comply with all laws which must be complied with in relation to the Services or the supply or purchase of a Pitch or Media; 12.3 you will comply with any export restrictions which may apply to the export or import of Media or other Intellectual Property Rights to locations inside or outside United Kingdom or the territory in which you are located; 12.4 you warrant that you will not, by engaging Crowdeo to provide the Services, place Crowdeo in breach of any law or obligation owing to a third party; 12.5 you will not undertake any act or cause any omission which will bring Crowdeo, its brand or other Buyers and Producers into disrepute; 12.6 you will not use the Services in a manner that may lead to the suspension of the Services under clause 9.1; 12.7 you will provide Crowdeo with all information requested by Crowdeo which Crowdeo requires to provide the Services; 12.8 you will not conduct any online or public voting (whether via Crowdeo.com or any other website) in relation to any Media not created by you in your capacity as a Producer or purchased by you in your capacity as a Buyer; 12.9 you will not use any robot, spider, scraper or other automated means to access Crowdeo.com for any purpose without our express written permission; and 12.10 you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on Crowdeo.com; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content or Media you have submitted to Crowdeo.com) from Crowdeo.com without our prior express written permission and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper working of Crowdeo.com or any activities conducted on Crowdeo.com; or (d) bypass any measures we may use to prevent or restrict access to Crowdeo.com or to your User Account. 13. Term and termination 13.1 This Agreement will commence on the date that you first create a User Account with Crowdeo and will terminate at the later of the date that: (a) the User Account is terminated or closed; or (b) you otherwise cease using the Services. 13.2 Following termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, you will again become bound by this Agreement at that time. 13.3 Crowdeo may terminate this Agreement and your User Account at any time for any reason whatsoever with or without notice to you. 13.4 This Agreement may be terminated by either party immediately on written notice to the other party if: (a) the other party is in default or breach of this Agreement; and (b) the party has provided the defaulting party with 7 days written notice of the default or breach and where the breach or default is capable of rectification, the defaulting party fails to rectify the breach or default within the period of the notice. 13.5 Upon the termination of this Agreement: (a) Crowdeo will, within a time period determined by Crowdeo, withdraw the use of the Services from you; (b) any Bonus Credits you hold will be cancelled immediately; (c) you may redeem any Dollar Credits held by you to US dollars pursuant to clause 7 in this Agreement. Crowdeo may however withhold a reasonable portion of any amount payable to you (with such amount to be determined by Crowdeo in its sole discretion) on account of credit card charge backs, refunds, payments due to third parties on your behalf or other costs and expenses which may be incurred by Crowdeo following termination (including as a result of a breach by you); and (d) within 12 months following termination of this Agreement, Crowdeo will pay to you the amount withheld under clause 13.5(c) less any portion of that amount used by Crowdeo to satisfy refunds, credit card charge backs, payments due to third parties or other costs and expense incurred by Crowdeo either before or after termination. 13.6 Your obligations and Crowdeo rights arising under clauses 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13.5, 14, 15, 16 and 17 will survive the termination of this Agreement. 14. Limitation of liability and implied terms 14.1 You acknowledge that Crowdeo and its third party providers have made no warranties that the Services will be error free. 14.2 Neither party shall be liable for any delay in meeting, or failure to meet, its obligations under this Agreement due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, strike, lock-out or labour dispute or apprehension thereof (whether or not the settlement of the matter is at the discretion of the party in question). 14.3 You acknowledge and agree that Crowdeo and its third party providers shall have no liability or responsibility to you whatsoever for any unauthorised withdrawals or unauthorised spend of your Crowdeo Credits where such withdrawal or spend arises from: (a) any of the events described in clause 14.2; or (b) any unauthorised use or access of your User Account or Crowdeo.com. 14.4 You acknowledge and agree that Crowdeo and its third party providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by Crowdeo under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 14.7 and 14.8, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. 14.5 Subject to clauses 14.7 and 14.8, you agree that Crowdeo and its third party providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether as a result of any breach or default by, or any negligence of, Crowdeo or its third party providers. 14.6 Subject to clause 14.7, the maximum liability of Crowdeo under this Agreement for any and all breaches of this Agreement and for any negligence in relation to this Agreement, will not exceed the lesser of: 1. (a) the amount of the Buyer Payments paid for the Services by you; or 2. (b) the total amount of the Producer Fee received by you. 14.7 Nothing in the Agreement shall exclude either party’s liability for death or personal injury resulting from the other party’s negligence. 14.8 Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Crowdeo will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. 15. Indemnity To the fullest extent permitted by applicable law, You shall indemnify Crowdeo, its agents, officers, employees, and third party providers ("Indemnified") against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) which any of the Indemnified suffer or incur as a direct or indirect result of: (a) any breach by you of any representation, warranty or term of this Agreement; (b) any acts or omissions by you which are described in clause 9.1; (c) any breach by you of your obligations to a third party, including another Buyer or Producer; (d) any infringement by you of the Intellectual Property Rights of a third party including in respect of any Third Party Work; and (e) any legal proceedings threatened or initiated against Crowdeo by a third party as a result of the events described in clause 15(a) to (d) above. 16. Intellectual property 16.1 You agree that all Intellectual Property Rights which vest in your User Account and Crowdeo.com (but not your Media) are owned by Crowdeo. You acknowledge that you have no Intellectual Property Rights in your User Account or in Crowdeo.com. 16.2 You acknowledge that the ownership of the Intellectual Property Rights in any Pitch or Media will be set out in the separate agreement described in clause 6 between the Buyer and the Producer. 16.3 You grant a worldwide, royalty free, irrevocable, perpetual license to Crowdeo.com for Crowdeo.com to: (a) use any Media you submit to display on Crowdeo.com or for Crowdeo' promotional purposes; and (b) reproduce, distribute, prepare derivative works of, and display your Media or any other works, item or thing you supply to Crowdeo (whether via Crowdeo.com or by other means). 16.4 You acknowledge and agree that: (a) subject to clause 8.3, Crowdeo will not act as a moderator or adjudicator in relation to any claim by you or another third party that Media or other content submitted to Crowdeo.com infringes any Intellectual Property Rights owned by you or a third party; (b) Crowdeo does not warrant or represent that it has undertaken any particular investigation or review as to whether any Pitch or Media supplied by a Producer infringes any Intellectual Property Rights held by a third party. Each Buyer is responsible for undertaken their own due diligence or investigations in relation to the same; (c) Crowdeo will not be liable or responsible for any breach by a Producer or Buyer of any Intellectual Property Rights held by a third party in relation to any Pitch, Media, Service or other use of Crowdeo.com; and (d) notwithstanding the above, Crowdeo may at any time remove any content, Third Party Work or Media from Crowdeo.com which Crowdeo determines, in its sole and absolute discretion, may infringe the Intellectual Property Rights of a third party. 17. Miscellaneous 17.1 Crowdeo may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to you ("Amendment Date"). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or Crowdeo.com after the Amendment Date. 17.2 Unless otherwise requested in writing by you, Crowdeo may use your corporate identity (if applicable) as part of promoting the Services and Crowdeo in the market place. 17.3 Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. Such notices shall be deemed to have been given: (a) in the case of a notice delivered by hand, when so delivered; (b) in the case of a notice sent by pre paid post, on the third day after the date of posting; or (d) in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient. 17.4 This Agreement constitutes the entire agreement between the parties as to the Services and other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto. 17.5 The failure of either party at any time to enforce any provision of this Agreement shall in no way affect its rights thereafter to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself. 17.6 If any provision of this Agreement not being of a fundamental nature were held to be illegal or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected thereby. 17.7 Crowdeo may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Crowdeo (which may be withheld). 17.8 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it. 17.9 This Agreement is governed by, and must be construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts. 17.10 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.