iNRV8™ General Terms and Conditions

FOREWORDS

iNRV8™ operates a crowdsourcing website for ideation and creative concepts via the organization of online challenges among the international community of iNRV8™ creative talent and/or crowdsourcing partners. iNRV8™ is a trademark and creative services arm of Collabor8 Group Pty Ltd, an international business registered in Australia (Australian Business Number 66618892372) located at 6 Middlemiss Street, Lavender Bay, New South Wales 2060, Australia.

The Client has requested access to the Services proposed by iNRV8™ within the scope of the Agreement and in the terms and conditions of the Agreement.

The parties recognize that the Agreement constitutes the entirety of the agreement concluded between them and replaces all offers, dispositions or prior agreements, written or oral.

1. DEFINITIONS

1.1. In this Agreement, unless the context requires otherwise:

“Agreement” means this agreement together with any schedules or annexures and any amendments made in accordance with this agreement.

“Business Day” means any day other than a Saturday, Sunday or public holiday at the place where the activity in question occurred or is to occur.

“Background Intellectual Property” means Intellectual Property owned or controlled by a Party, including Intellectual Property developed prior to or independently of this Agreement, which the Party determines, in its sole discretion, to make available for the carrying out of the Services.

"Client" means the counter-party set forth in the Quote having accepted the terms of the Agreement by signing the Quote;

“Confidential Information” includes all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and any and all other unregistered or unpatented intellectual property, financial and business information and all other commercially valuable information of the Disclosing Party which the Disclosing Party regards as confidential to it or which is evident by its nature to be confidential and all copies, notes and records and all related information generated by the Receiving Party based on or arising out of any such disclosure. Confidential Information shall include all iNRV8™crowdsourced creative ideas developed during performance the Services for the Client.

“Deliverables” means the reports and other materials embodying data, results and other information produced in and for the Services and include all creative ideas arising from the Services.

“Disclosing Party” means the Party that is disclosing Confidential Information.

“Improvement” means any improvement, advancement, modification, adaptation or the like arising from a Party’s use of Background Intellectual Property.

“Intellectual Property” means all rights resulting from intellectual activity whether capable of protection by statute, common law or in equity and including copyright, discoveries, inventions, patent rights, registered and unregistered trademarks, design rights, circuit layouts and plant varieties and all rights and interests of a like nature including but not limited to methods and techniques, together with any documentation relating to such rights and interests.

“Notice” means any notice, demand, consent or other communication whatsoever given or made under this Agreement and must be in writing.

"Participant" means a member of the creative community commissioned to produce part or all of the Deliverables,

“Parties” means the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them.

"Quote" means the quote proposed by INRV8™ and accepted by the Client which is Incorporated into the Agreement and specifying the type of Services selected by the Client to be performed by INRV8™ and the financial conditions of the Services. In case of conflict between the Quote and these General Terms and Conditions, the terms of the Quote shall prevail;

“Receiving Party” means the Party that is receiving Confidential Information.

“Start Date” means the date on which the Client accepts this Agreement, .

“Services” means the creative and consulting services performed by iNRV8™ on behalf of the Client.

“Term” means the term specified in the project scope selection menu on the iNRV8™ website and as set forth in the Quote having accepted the terms of the Agreement by signing the Quote;

“The Consultant” refers to Collabor8 International Consulting, the consulting services arm of Collabor8 Group Group Pty Ltd, owners and operators of the iNRV8™ creative services website; or any persons, employees, contractors or otherwise, engaged by Collabor8 Group Pty Ltd to perform the Services.

“Third Party Element” means any elements used by a Participant, that the Participant has not created and whose Intellectual Property Rights are owned by a third party, including without limitation stock photography, stock music;

 

1.2. The following rules apply unless the context requires otherwise:

1.2.1. the singular includes the plural and conversely;

1.2.2. a gender includes all genders;

1.2.3. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

1.2.4. a reference to a person, corporation, trust, Sponsorship, unincorporated body or other entity includes any of them;

1.2.5. a reference to a clause or schedule is a reference to a clause of, or a schedule to, this Agreement;

1.2.6. a reference to time is to Australian Eastern Standard Time or Eastern Daylight Savings Time (during any gazetted daylight savings period in the State of NSW;

1.2.7. a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

1.2.8. a reference to “writing” includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form;

1.3. Headings are for convenience only and do not affect interpretation.

2. TERM

2.1. This Agreement will begin on the Start Date set forth in the Quote having accepted the terms of the Agreement by signing the Quote; and will continue for the Term.

3. SERVICES

3.1. iNRV8™ and the Consultant will perform the Services and provide the Deliverables by the date set forth in the Quote having accepted the terms of the Agreement by signing the Quote;

4. PAYMENT

4.1. The Client shall make payments to iNRV8™ for the Services as set forth in the Quote having accepted the terms of the Agreement by signing the Quote;

4.2. Payments must be made within thirty (30) days of the Start Date and as set forth in the Quote having accepted the terms of the Agreement by signing the Quote; provided that the Client shall have the right to withhold payment of any amount at any time if the amounts in the Quote are in dispute and/or iNRV8™ or the Consultant fails to provide the Services and Deliverables in accordance with this Agreement.

4.2.1 Should the Client choose to pay in-full for the Services as set forth in the Quote, immediately upon the Start Date or within 5 working days of this, a 5% early payment discount will apply.

4.3. iNRV8™ and the Consultant shall deliver the deliverables to the Client in the form of a PDF report file, and/or editable working digital files, and the Client shall confirm the deliverables in writing. If the Client confirms and can demonstrate that the deliverables are unsatisfactory and do not meet minimum expected requirements of the agreed brief, iNRV8™ or the Consultant shall, at its own cost, make improvements to the deliverables in accordance with the agreed and original requirements of the Client.

5. CONFIDENTIALITY

5.1. When receiving Confidential Information, the Receiving Party must:

5.1.1. keep all Confidential Information of the Disclosing Party confidential, unless strictly required otherwise by law;

5.1.2. limit access to those of its personnel reasonably requiring the Confidential Information on a strictly need to know basis;

5.1.3. not use any Confidential Information in any way other than for the Services or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party; and

5.1.4. ensure that all personnel to whom Confidential Information is disclosed are legally bound under the terms and conditions of their employment agreements or otherwise, to keep the Confidential Information confidential and not to use the Confidential Information except in relation to the subject matter of this Agreement.

5.2. Confidential Information excludes, or as the case requires, ceases to include information, which is, or becomes:

5.2.1. available to the public at or after the date of its disclosure to the Receiving Party otherwise than through the default of the Receiving Party;

5.2.2. properly in the possession of the Receiving Party otherwise than by prior confidential disclosure from the Disclosing Party;

5.2.3. demonstrated by the Receiving Party to be independently developed by an employee or agent of the Receiving Party having no knowledge of such information which is the subject of the disclosure.

5.3. At the termination or expiration of this Agreement and upon the written request of the Disclosing Party, the Receiving Party must return to the Disclosing Party any documents originating from the Disclosing Party which embody Confidential Information and must not keep any copies in any form.

6. INTELLECTUAL PROPERTY

6.1. Each Party: -

6.1.1. agrees that it will not have any claim, ownership or interest in the other Party’s Background Intellectual Property or Improvements in such Background Intellectual Property;

6.1.2. grants the other Party a non-exclusive, royalty-free licence for the use of any Background Intellectual Property made available by the granting Party for the purpose of carrying out the Services; and

6.1.3. agrees that if Background Intellectual Property which has been made available pursuant to sub-clause 6.1.2 is required for the commercialisation of the Services it must be made available on commercial terms to be negotiated in good faith by the Parties. If the Parties cannot reach agreement on commercial terms, the matter must be dealt with in accordance with clause 11 [Dispute Resolution].

6.2. Subject to clause 6.3, the rights to all Deliverables, including the Intellectual Property created, discovered or coming into existence as a result of or arising out of the Deliverables and/or this Agreement shall be the property of and vested in the Client or its authorised delegate. iNRV8™ and the Consultant undertakes to ensure that the Client and any affiliated or related company to the Client shall have the absolute liberty to use the Deliverables (including but not limited to making modifications and variations) and/or any part of the Deliverables worldwide in perpetuity, in any manner it deems fit, without any further payment to the Consultant or a third party, once Client has made payment in accordance with clause 4 of this Agreement.

6.3. Ownership or other rights in the Deliverables will not pass to the Client if payment is not made in accordance with clause 4 of this Agreement.

6.4. The Client agrees that, subject to clause 5 of this Agreement, iNRV8™ and the Consultant may, subject to observance of the confidentiality obligations in clause 5, use the Deliverables and all Intellectual Property created pursuant to this Agreement for its internal research or use (but not for commercialisation) for a period of time after the Term of this Agreement.

7. PUBLICATION

7.1. The Client agrees that iNRV8™ and the Consultant are approved to submit any manuscript or article relating to this Agreement for publication. iNRV8™ and the Consultant shall ensure that any use of the Client’s trademarks and/or trade names are in accordance with the Client’s directions and not cause any disrepute and/or damage to the brand image of the Client’s products or corporate image.

8. RISK AND LIABILITY

8.1. iNRV8™ and the Consultant warrants that it will carry out the Services according to proper professional standards.

8.2. iNRV8™ warrants that it has or will obtain all necessary licenses, clearances, consents or approvals for the provision of the Services, and not use any material, information or data which is in breach of third parties’ proprietary rights in the course of providing the Services. iNRV8™ confirms that the Services provided under this Agreement shall not violate the proprietary rights of any third party or infringe regulations or directives of relevant regulatory agencies. In the event of any dispute or regulatory action arising from or in connection with the Services or the Deliverables, they shall undertake all the liabilities and costs arising therefrom, and indemnify the Client for all the losses and costs incurred and resulted therefrom."

8.3. Provided no gross negligence or wilful misconduct on the part of iNRV8™ or the Consultant, to the extent permitted by law, neither iNRV8™ nor the Consultant has liability under this Agreement other than as set out in clauses 5, 6, 7 and this clause 8.

8.4. For clauses 5, 6, 7 and 8.2, iNRV8™ and the Consultant shall indemnify and hold harmless the Client against all direct losses, damages, costs, expenses (legal or otherwise), fees and other expenditures whatsoever incurred or suffered by the Client as a result of any negligence, breach or other default of iNRV8™ or the Consultant. iNRV8™ and the Consultant will not otherwise be liable for indirect, special, incidental or consequential damages.

 

9. MODERATION

The moderation services strictly consist of the following:

9.1. REMOVAL OF CLEARLY ILLICIT CONTENT INRV8(TM) is responsible for moderating the Submissions and controls all Submissions and the removal of those Submissions having a clearly illicit character excluding any other control. Clearly illicit content is limited to the content which constitutes pornography, justifying crimes against humanity, inciting racial hatred, pedophilia or content which violates the rights of minors or incites violence or violations of human dignity.

10. TERMINATION

10.1. This Agreement may be terminated at any time with the consent of both Parties.

10.2. Either the Client or iNRV8™ may terminate this Agreement:-

10.2.1. if the other Party is in default of the terms and conditions of this Agreement and fails to remedy the default within twenty (20) Business Days after receiving Notice requiring the remedy of the default; or

10.2.2. on giving ninety (90) days of notice without cause.

10.3. Termination of this Agreement for whatever cause shall be without prejudice to any rights or obligations that have accrued or are owing prior to such termination, including but not limited to payments of money.

11. TAXATION

11.1. For the purposes of this clause 10, each party shall bear the taxation liabilities and local fees of the country to which it belongs.

12. DISPUTE RESOLUTION

12.1. Where a dispute arises under this Agreement between the Client and iNRV8™ or the Consultant, the parties will attempt to resolve the dispute first by mutual negotiation. In the event that the parties are unable to reach a resolution of the dispute within three weeks the dispute shall be submitted to arbitration in accordance with, and subject to, Shanghai International Economic and Trade Arbitration Commission in accordance with the arbitration rules in Shanghai.

12.2. Unless the parties agree upon an arbitrator, either party may request a nomination from either the President OR the Chapter Chairman of the Chapter where the dispute arises.

12.3. At such arbitration, a duly qualified legal practitioner may represent each of the parties.

12.4. The costs of the arbitration shall be dealt with as follows: -

12.4.1. the costs of each of the parties shall be borne by the party that incurred them and not by any other party; and

13. RELATIONSHIP

13.1. The parties acknowledge that in providing the Services, the iNRV8™ and the Consultant act as an Independent Contractor and not as an employee, partner or agent of the Client. iNRV8™ nor the Consultant shall have authority to act for or to bind the Client in any manner whatsoever other than as expressly contemplated by this Agreement.

14. GOVERNING LAW

14.1. This Agreement is governed by the Federal laws of the Commonwealth of Australia.

15. GENERAL

15.1. Entire agreement: This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior oral or written representations and agreements.

15.2. Amendment: This Agreement may only be amended in writing signed by the parties.

15.3. Assignment: A Party may not assign its rights or obligations arising under this Agreement without the prior written consent of the other Party.

15.4. Waiver: A waiver by either Party of a breach of any provision of this Agreement does not constitute a waiver of any succeeding breach of the same or any other provision.

15.5. Severance: If any provision or part provision of this Agreement is invalid or unenforceable, such provision shall be deemed deleted but only to the extent necessary and the remaining provisions of this Agreement shall remain in full force and effect.

15.6. Force Majeure: Neither Party will be liable for the consequences of any delays or failure to carry out its obligations in this Agreement where such delay or failure is due to any event beyond that Party’s reasonable control, including without limitation, acts of God, fire, flood, accident, terrorism, strike and riot, provided that it has immediately given written notification to other Party informing of such event of Force Majeure. Should such event of Force Majeure continue for more than 30 days, either Party will be entitled to terminate this Agreement with 7 days’ written notice to the other Party.