99content Terms of Service Agreement

1. Agreement

1.1 Before we team up, please have a read of our Client Agreement (Agreement) below.

1.2 By clicking 'I AGREE TO THE TERMS OF SERVICE', you (Client or you) are entering into a legally binding agreement with Barbeler Cowie Business Trust, trading as ‘99content’ including its successors, assignees and related bodies corporate (defined in the Corporations Act 2001 (Cth)) (99content or we or us), and agree to comply with any and all applicable laws and regulations, whether domestic or international.

1.3 Our Services, including but not limited to the registration of an account with us or requesting our Services, is not intended to be used by children under the age of 18. If you are under 18, any use of our Services must be with the involvement of a parent or guardian.

1.4 You warrant and represent to us that you have read, understand and agree to be legally bound by this Agreement and that you are over the age of 18, have the right, authority and legal capacity to enter into a legally binding agreement and to abide by this Agreement.

2. Definitions and interpretation

2.1 Definitions

In this Agreement, unless the context requires the contrary:

Archive Website means the website that holds an archive of Articles by 99content, including any direct hyperlinks to pages or articles within the website.

Article(s) means each written article made available by 99content, provided to you by 99content, or downloaded from 99content’s Archive Website, as part of the Services.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Days means a day which is not a Saturday, Sunday or bank or public holiday in Victoria, Australia.

Content means the Articles, Images and any other written or visual content provided or made available to you or provided to you, by 99content as part of the Services.

Copyright means:

(a) any copyright under the Copyright Act 1968 (Cth);

(b) any copyright under the law of a country other than Australia; and

(c) rights in the nature of or analogous to the rights in (i) and (ii) under the law of Australia or any other country (including future copyright and rights in the nature of or analogous to copyright).

Corporations Act means the Corporations Act 2001 (Cth).

Image(s) means each image made available by or downloaded from the 99content website.

Insolvency Event means the occurrence of any one or more of the following events in relation to a party:

(a) it is, or is reasonably suspected to be, insolvent as defined in the Corporations Act, or is otherwise is unable to pay all its debts as and when they become due and payable;

(b) if an administrator or controller is appointed to it, or if any step is taken to appoint a receiver, a receiver and manager, a liquidator or a provisional liquidator or other like person to it or any of its assets, operations or business;

(c) if the party is or if an application is made to a court for an order for that party to be wound up or declared bankrupt and that application is not withdrawn, struck out or dismissed within 15 Business Days;

(d) if the party is dissolved;

(e) if the party ceases to carry on business; or

(f) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the events set out in the above paragraphs of this definition.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, moral rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Nominated Website means the website you have nominated to us at the time of purchasing the Services, which forms part of this Agreement.

Nominated Social Media Sites means the social media sites you have nominated to us at the time of purchasing the Services, such as Facebook, Instagram or Google My Business, which forms part of this Agreement.

Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).

SEO means Search Engine Optimisation.

Services means the services provided by 99content, in accordance with clause 5 and as set out in Schedule 1.

Subscription Fees means the purchase price specified by us at the time of purchase of the subscription package you selected on the 99content Website and may include a setup fee or monthly fees.

Subscription Term means the duration of time that you selected for the subscription at the time of purchase.

Social Media Posts means the Images, hashtags, and any other written or visual content shared or provided or made available to you by 99content as part of the Services.

Video Posts means the Videos, Reels, Stories or any other visual content shared on social media, provided or made available to you by 99content as part of the Services.

2.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) a reference to a person includes a corporation or any other legal entity;

(b) a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;

(d) the singular includes the plural and vice versa;

(e) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;

(f) no clause of this Agreement shall be interpreted to the disadvantage of a party merely because that party drafted the clause or would otherwise benefit from it;

(g) the term "includes" (or any similar term) means "includes without limitation";

(h) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it; and

(i) unless specified otherwise, a reference to “$” or “dollars” refers to Australian dollars.

3. Term

3.1 The Term of this Agreement commences from the date and time that you first purchase the subscription and lasts for the duration of the Subscription Term, unless terminated earlier in accordance with clause 11 or as otherwise agreed between the parties in writing.

3.2 The minimum Subscription Term is one (1) month.

3.3 All Subscription Terms, both monthly and annually, will automatically renew for the same period as the an initial Subscription Term, without prior notice and the associated payment will be automatically deducted from the account you have previously nominated, unless terminated earlier in accordance with clause 11 or as otherwise agreed between the parties in writing.

4. Subscription Fees

4.1 The Subscription Fees that apply to your purchase of the Services will be notified to you at the time of making your purchase. The Subscription Fees must be paid in full in advance, prior to the subscription commencing.

4.2 The Subscription Fees are subject to change in the next Subscription Term. 99content will notify you of any changes to the Subscription Fees in advance.

4.3 If you do not pay any amounts due to 99content prior to the commencement of a new Subscription term, 99content may in its sole discretion, terminate or suspend access to the Services.

5. Services

5.1 Subject to the terms of this Agreement and in consideration for you paying 99content the Subscription Fees, 99content will provide the Services in accordance with the package selected at the time of purchase.

5.2 The Services may include blog articles and/or social media post services, and/or video posts, and the terms of such specific services are set out in Schedule 1. As part of the Services, you consent to us publishing Content on your Nominated Website and/or the Nominated Social Media Sites.

6. Your Obligations

6.1 You agree that you will proof and read the Content provided to you prior to the Content being published and that you will immediately notify us of any errors in such Content. By publishing the Content or any part of the Content or allowing such Content to be published, you endorse its content and agree that you are solely liable and responsible for such Content. We will not be liable for such Content and provide no indemnity in relation to such Content, in accordance with clauses 13 and 14.

6.2 Every effort is made to provide information that is accurate. However, Content contained in Articles and Social Media Posts are subject to change. We give no guarantee or warranty that information in the Content is current, and will not be liable for any actions, causes of action, claims, liabilities, losses, expenses or disputes (including loss of goodwill or reputation) arising from or in connection with changed circumstances or other information or material which may affect the accuracy or currency of information.

6.3 The Client agrees to:

(a) co-operate with 99content as we reasonably require, including removing, amending or deleting Content, within one (1) days’ written notice to you;

(b) provide the information and documentation that 99content reasonably requires;

(d) ensure that the Client’s staff and agents co-operate with and assist 99content.

6.4 You warrant and represent to 99content that you:

(a) have legal capacity, power and authority to enter into and be bound by this Agreement;

(b) will comply with any reasonable directions given to you by 99content from time to time; and

(d) will comply with any applicable licenses, laws, regulations, industry standards or codes of conduct, health and safety requirements.

7. Third Party Services

7.1 In accordance with the Services, the Client acknowledges that 99content may use software, systems, technology, products and services supplied by third parties in order to provide or assist with providing the Services (whether disclosed or not). This includes scheduling applications such as Blog2Social, Content Syndication Toolkit, and payment processing websites such as Moonclerk and Stripe (Third Party Products).

7.2 The Client acknowledges and agrees that, to the maximum extent permitted by law:

(a) 99content does not give any warranty in relation to Third Party Products, including any warranty as to features, performance or fitness for purpose of Third Party Products;

(b) 99content shall not be liable for any claim, action or breach arising out of or in relation to Third Party Products;

(c) 99content is not responsible or liable for the acts, omissions, negligence, fault, fraud or breach of this Agreement arising out of or in relation to Third Party Products; and

(d) 99content may be required to provide details of the Client to the Third Party Products as required in the provision of Services and the Client expressly consents to such disclosure.

8. Intellectual Property

8.1 All text, graphics, user interfaces, photographs, trademarks, logos, and artwork including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, contained on or in the Content and Services are owned by 99content, and are protected by copyright, patent and trademark laws, and various other Intellectual Property Rights and unfair competition laws. You agree that you will not infringe our Intellectual Property Rights and will not challenge our ownership of the Intellectual Property Rights in the Content or Services.

8.2 You acknowledge and agree that the Content you receive and publish will also be published on the websites of other parties, including financial services professionals. You acknowledge that you have no enforceable Intellectual Property Rights to the Content against 99content or any other client of 99content.

9. Licences

9.1 Licence to Client

(a) Subject to your compliance with the terms of this Agreement, 99content grants you a royalty free, non-exclusive, revocable licence to publish the Content on your Nominated Website and Nominated Social Media Sites for the Subscription Term (Licence).

(b) You are only permitted to publish the Content during the Subscription Term, in accordance with this Agreement. You must not stockpile and publish the Content after expiry or termination of this Agreement.

(c) After termination or expiry of this Agreement, you must cease to publish any more Content. However, any Content that has already been published on your Nominated Website or Nominated Social Media Sites may remain published, and does not need to be deleted upon termination or expiry of this Agreement, unless required in writing by 99content.

9.2 Licence to 99content

(a) The Client grants to 99content, a royalty free, perpetual, non-exclusive licence with the right to grant sub-licences, reproduce, use and alter the Client's brand, name, trade marks, logos, and information regarding its business, and similar information, on or as part of the Services.

10. Infringements

10.1 If you become aware of or suspect any infringement or threatened infringement of any of Intellectual Property Rights or any common law passing-off or otherwise, you must immediately notify 99content in writing giving particulars of the infringement.

10.2 You agree to execute all documents and do all things reasonably necessary to aid and cooperate in the prosecution of any such actions brought by 99content.

10.3 The proceeds from any judgment or settlement made by 99content in any action brought by it will belong to 99content.

11. Termination

11.1 Either party may immediately terminate this Agreement by notice in writing to the other, if the other party:

(a) breaches a material term of this Agreement and fails to rectify this breach, to the satisfaction of the notifying party, following the expiration of five (5) Business Days’ notice of the breach being given in writing by the notifying party to the other party;

(b) breaches a material term of this Agreement which is irremediable;

(c) an Insolvency Event occurs in relation to either party (and the Corporations Act does not prevent the non-defaulting party from terminating this Agreement because of that Insolvency Event); or

(d) any warranty given by the other party in clause 6.4 of this Agreement is found to be untrue or misleading.

11.2 99content may immediately terminate this Agreement by notice in writing to you, if you fail to pay any amount due under this Agreement on the due date for payment.

11.3 If 99content terminates this Agreement under clause 11.1 or 11.2, the Subscription Fees will not be refunded.

11.4 99content may terminate this Agreement at any time, for any reason by five (5) Business Days’ notice in writing to you, in which case the Subscription Fees will be refunded on a pro-rata basis.

12. Privacy & Security

12.1 99content collects, uses, stores and otherwise manages Personal Information provided to us in accordance with our Privacy Policy.

12.2 Please note however, that our Services are online and no method of electronic transmission or storage is 100% secure and we cannot guarantee the absolute security of your Personal Information. All Personal Information disclosed to us is at your own risk and we are not liable for any unauthorised access to your Personal Information.

13. Limitation of Liability

13.1 To the maximum extent permitted by law, 99content will not be liable for, and you release 99content from, any actions, causes of action, claims, costs, damages, expenses or losses whatsoever including any indirect or consequential loss, loss of data, profit, revenue, reputation or goodwill, whether in contract, tort or otherwise, arising from or in connection with:

(a) any breach of this Agreement;

(b) any Third Party Products;

(d) the compliance of any Content with any laws, regulations, guidelines, codes or similar industry or Governmental documentation;

(e) any failure by you to provide access, data or information, such as social media passwords;

(f) any use of the information on our website;

(g) any access to our websites, including if, for any reason, our website is unavailable at any time or for any period;

(h) any errors in the Content or Services;

(i) any adverse impacts to SEO rankings, including due to any party’s circulation or publication of any Content;

(j) the suspension, removal or termination of your website or social media accounts, including the Nominated Website or Nominated Social Media Sites for any reason, including in relation to the Content; and

(k) the use of, or reliance on, content or other information obtained through our Services.

13.2 To the maximum extent permitted by law, 99content's total aggregate liability to you under or in any way connected with this Agreement or the performance or non-performance of this Agreement is limited to an amount equal to the amounts paid under this Agreement in the 12 month period immediately preceding the date on which the relevant claim arose.

13.3 You acknowledge that Content provided through our Services is provided on an “as is” basis and use of this Content is at your own risk. While we aim to ensure content is accurate and current at the time of writing, neither 99content, nor any of its employees or agents, makes any representation or warranty as to the accuracy, completeness, currency or reliability of the information provided to you, the Content or any information included in the 99content Archive Website.

13.4 To the maximum extent permitted by law, 99content expressly disclaims all warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under general law or by statute in favour of you under this Agreement unless expressly stated in this Agreement.

13.5 You acknowledge and agree that 99content does not provide any warranty as to the effect of entering into this agreement or publishing any Content will have on your website’s SEO ranking.

13.6 Nothing in this Agreement limits, excludes or purports to limit or exclude any applicable obligations of the Suppler that cannot be limited or excluded by law (including under the Australian Consumer Law).

14. Indemnity

14.1 You indemnify and hold 99content, its agents, affiliates, subsidiaries, directors, officers, employees, consultants and contractors (collectively Indemnified Persons) harmless from and against any and all costs, claims, losses, damages, liability and expense (including all reasonable legal fees) which may be made or brought against or suffered or incurred, directly or indirectly by 99content in connection with:

(a) any breach of this Agreement by you;

(b) any third party claim, including any intellectual property infringement claim;

(d) any act of fraud or wilful misconduct by or on behalf of you; or

(e) the publication or circulation of, or any act or omission in relation to, the Content.

15. Confidentiality

15.1 You agree to keep confidential and to not disclose to third parties any Confidential Information provided to you by 99content, including the 99content Archive Website content, hyperlinks or pages, except as required or permitted in accordance with this Agreement.

15.2 The obligations of confidentiality in clause 15.1 will not apply to information which:

(a) is generally available in the public domain except where such availability is as a result of a breach of this Agreement;

(b) was known prior to the disclosure of the information by the other party; or

16. Dispute Resolution

16.1 Dispute resolution procedure

(a) If a dispute arises out of or relates to this Agreement, a party must not commence any court or other proceedings relating to the dispute unless it has first complied with the following procedure:

(i) the party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute;

(ii) on receipt of that notice by that other party, the parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration or similar methods agreed by them;

(iii) if the parties do not agree within ten (10) days of receipt of the notice (or such further period as the parties agree in writing) as to:

A. the dispute resolution method and procedures to be adopted;

B. the timetable for all steps in those procedures; and

C. the selection and compensation of the independent person required for such method,

the parties must mediate the dispute in accordance with the Mediation Rules of the Law Society of Victoria.

16.2 Other proceedings

Nothing in this Agreement will prejudice the right of a party to seek injunctive or declaratory relief in respect of a dispute or any matter arising under this Agreement.

17. General

17.1 Force majeure: Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six (6) months, either party may terminate this Agreement by written notice to the other party. This does not apply to the obligation to pay Subscription Fees.

17.2 Amendments: 99content may amend this Agreement in its discretion from time to time by notice in writing to you. You have a period of five (5) Business Days’ from the date on which the notice was sent to you in which to respond to 99content, indicating whether you agree or do not agree to the amendment. If 99content does not receive a response from you within five (5) Business Days’ of providing such notice, you are deemed to agree with the amendment and agree to continue the Agreement on the amended terms. If you provide notice to 99content within five (5) Business Days’ of the notice of variation that you wish to terminate this Agreement, then this Agreement will terminate within ten (10) Business Days’ of 99content receiving notice of termination from you and any pre-paid Subscription fees will be refunded to you on a pro-rata basis.

17.3 Assignment: You may not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other party.

17.4 Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart. The parties agree that an executed electronic copy of a digital scan (including in portable document format), of this Agreement (where such email address has been notified by a party to another party for these purposes) will serve as a legal and binding agreement with the same force and effect as the original.

17.5 Entire agreement: This Agreement, including any references to any other documents such as payment terms on the 99content website and the Nominated Website contains the whole agreement between the parties in respect of the subject matter of the Agreement, and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter.

17.6 Waiver: No failure or delay by 99content in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

17.7 Relationship: This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.

17.8 Severance: If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

17.9 Survival: The following clauses are continuing obligations and will continue after termination or expiry of this Agreement: 2 (Definitions and interpretation), 13 (Limitation of liability), 14 (Indemnity), 15 (Confidentiality), 16 (Dispute Resolution) and 17 (General).

17.10 Notices: A notice or other communication connected with this Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Agreement.

17.11 Jurisdiction: This Agreement is governed by the laws of Victoria, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Victoria and its appellate courts. Although the Services may be accessed throughout Australia and overseas, we make no representations or warranties that its content complies with the laws (including intellectual property laws) of any country outside Australia. If you access this website from outside Australia, you do so at your own risk and are responsible for ensuring compliance with all laws in the place where you are located. This clause survives termination of this Agreement.

Schedule 1 – Services

Part 1 – Article Services

1. Article Services

1.1 If the Services includes blog article writing services, subject to you paying the Subscription Fees and complying with this Agreement, 99content will provide at least one (1) Article per week, and one (1) accompanying Image per week for the duration of your Services.

1.2 In relation to the Article Services, you are permitted to share only the headline, one paragraph introduction, and/or the provided social media teaser of each Article on a maximum of two (2) accounts/groups each of Facebook page/group, Twitter, Instagram, Google My Business, LinkedIn and/or an email newsletter (Permitted Social Media), and no other social media accounts or channels unless prior written consent has been obtained from 99content.

1.3 In relation to the Article Services, you agree that you will:

(a) only publish Articles on the one (1) Nominated Website that you have selected;

(b) only publish a maximum of two (2) Articles and two (2) unique Images per week on the Nominated Website;

(d) not publish any part of the Content on any website other than the Nominated Website, an e-newsletter, or social media platforms as agreed between the parties.

1.4 99content may publish the articles on your website and share the articles on your social media upon your request. This service is not guaranteed by 99content. The website must have a blog section and allow a user (99content) to be added to the website to set up the blog service.

1.5 If your website and/or social media account/s experience a service disruption and an article cannot be published or shared during that period, 99content accepts no responsibility for failure to publish and/or share the article for that period.

1.6 If during the set up of our blog service your website is disrupted, you indemnify and hold harmless 99content for any actions, liabilities, losses, costs, expenses or damages, suffered or incurred in relation to the Services, including any adverse impact resulting from SEO ranking and in accordance with clause 13 and 14.

2. Editing, Modifying or Selecting a Different Article

2.1 You are permitted to re-write and edit the Content if you choose to do so for the purpose of publication or circulation. 99content reserves the right to require that you amend the Content at any time, for any reason. You acknowledge that 99content will not re-write, vary or modify Content at your request.

2.2 You agree that you will not vary, modify or re-write the Content and then publish it on any other website or publication, including but not limited to any industry body publications. You acknowledge and understand that such acts constitute a breach of the Licence granted in clause 9.

2.3 If you would like a different Article from the one sent to you in any given week, you may choose a different article from the 99content Archive Website.

2.4 You agree that you will not copy, download or publish more than:

(a) two (2) articles per week; and

(b) two (2) unique images per week.

3. Avoiding Duplicate Content

3.1 You understand and acknowledge that publishing duplicate content may affect a business's SEO ranking, including on its website or social media pages. To address this, you agree that:

(a) If your website is built using WordPress, you agree to install the 'Yoast SEO', ‘All in One SEO’ or ‘RankMath’ plugins. You also agree todd keep the URL that has been pasted into the “canonical URL” field the exact URL address where the article appears on our archive website; or

(b) If your website is built on another website platform, such as Squarespace, you agree to include a 'Source' or 'canonical URL' link back to the exact URL address where the article appears on the archive website; or

3.2 If following the procedures in paragraph 3.1 of this Schedule are not feasible, you agree:

(a) to notify 99content before publishing any Content; or

(b) 99content will attempt to guide you through the 'Avoiding duplicate content' process. This may include putting a noindex meta tag into the HTML code on your blog post.

3.3 If following the procedures in paragraph 3.2 of this Schedule are still not feasible, you agree to accept the Services on an "as is" basis and indemnify and hold harmless 99content for any actions, liabilities, losses, costs, expenses or damages, suffered or incurred in relation to the Services, including any adverse impact resulting from SEO ranking and in accordance with clause 13 and 14.

3.4 If this paragraph 3 is not complied with, 99content may:

(a) require you to comply with this clause;

(b) require you to immediately remove the content that is published or circulated in breach of this clause from publication or circulation;

(d) immediately terminate this Agreement.

Part 2 – Social Media Services

4. Social Media Services

4.1 Subject to the terms of this Agreement and in consideration for you paying 99content the Subscription Fees, 99content will provide two (2) Social Media Posts per week for the Subscription Term. The Social Media Post will be tailored to the Client by including a specific call-to-action, logo, website address, Instagram handle and hashtags. Notwithstanding this, the Client understands that the Social Media Posts will be shared among all Subscribers of 99content.

4.2 99content will automatically publish the Social Media to the Nominated Social Media Sites on every Monday and Wednesday, unless otherwise agreed in advance.

4.3 99content will prepare a Google Spreadsheet of all Social Media Posts planned to be published for a period of two (2) months (Batch). For the avoidance of doubt, the Client will commence the Subscription Term on a Social Media Post determined by 99content.

4.4 You acknowledge and agree that 99content does not control, take responsibility for, or assume any liability for, any comments left on your Nominated Website or Nominated Social Media Sites in relation to the Services, and that 99content is not liable for any mistakes, defamation, omissions, falsehoods, obscenity, affect on goodwill or reputation, pornography or profanity you may encounter. The Services does not include managing, responding to, or deleting any comments on any social media pages.

4.5 In relation to the Social Media Services, you agree that you will:

(a) receive a maximum of two (2) Social Media Posts per week to be published on the Nominated Social Media Sites; and

(b) not publish or share any part of the Content on any website, social media account, or social media group, other than the Nominated Social Media Sites as agreed between the parties. That includes ensuring your employees, or other brokers working under the same business brand, don’t share the content on their own personal or business social media pages.

4.6 You agree to provide such information or access to social media pages as required or requested by 99content from time to time, in order to provide the Services, including:

(a) adding 99content or the person nominated by 99content, as an editor on the Client’s Facebook page to enable 99content to schedule and publish posts; and

(b) provide your Instagram username and password.

5. Editing, Modifying or Removing a Social Media Post

5.1 The Client will receive an email 1 (one) week in advance containing details of a new Batch of content that is available for review. The Client agrees to review the Content for this Social Media Services and notify 99content to not publish a particular Social Media Post within two (2) days of receipt of email, otherwise it will be deemed to be approved.

5.2 99content will not accept any requests for amendments or variations whatsoever to the Social Media Posts.

5.3 The Client understands and agrees that 99content may amend or alter any Social Media Posts at any time without providing any written notice of this change, to the extent that any such modification will reasonably be expected to materially change the substance of the Social Media Post. Such changes includes, but is not limited to, the emojis, the picture, the hashtags, or the written content of the post.

Part 3 — Video Posts

6. VIDEO POST Services

6.1 Subject to the terms of this Agreement and in consideration for you paying 99content the Subscription Fees, 99content will provide one (1) Video Post per week for the Subscription Term. The Video Post will be tailored to the Client by including a logo and may also contain your company’s primary brand colour. Notwithstanding this, the Client understands that the Video Posts will be shared among all Subscribers of 99content.

6.2 99content will automatically publish the Video Post to the Nominated Social Media Sites, namely Facebook and Instagram, on every Tuesday and Friday, first as a ‘Story’ and then as a ‘Reel’, unless otherwise agreed in advance.

6.3 99content will prepare a Google Spreadsheet of all Video Posts planned to be published for a period of two (2) months (Batch). For the avoidance of doubt, the Client will commence the Subscription Term on a Video Post determined by 99content.

6.4 You acknowledge and agree that 99content does not control, take responsibility for, or assume any liability for, any comments or direct messages left on your Nominated Website or Nominated Social Media Sites in relation to the Services, and that 99content is not liable for any mistakes, defamation, omissions, falsehoods, obscenity, affect on goodwill or reputation, pornography or profanity you may encounter. The Services does not include managing, responding to, or deleting any comments on any social media pages.

6.5 In relation to the Video Post Services, you agree that you will:

(a) receive a maximum of one (1) Video Posts per week to be published for you on the Nominated Social Media Sites;

(b) publish the Video Post to TikTok yourself. 99content may email you the post each week upon request.

(c) not publish or share any part of the Content on any website, social media account, or social media group, other than Facebook, Instagram or TikTok, as agreed between the parties. That includes ensuring your employees, or other brokers working under the same business brand, don’t share the content on their own personal or business social media pages.

6.6 You agree to provide such information or access to social media pages as required or requested by 99content from time to time, in order to provide the Services, including:

(a) adding 99content or the person nominated by 99content, as an editor or user on the Client’s Facebook page to enable 99content to schedule and publish posts.

7. Editing, Modifying or Removing a VIDEO Post

7.1 The Client will receive an email 1 (one) week in advance containing details of a new Batch of Video Posts that is available for review. The Client agrees to review the Content for this Video Post Services and notify 99content to not publish a particular Video Post within two (3) days of receipt of email, otherwise it will be deemed to be approved.

7.2 99content will not accept any requests for amendments or variations whatsoever to the Video Posts.

7.3 The Client understands and agrees that 99content may amend or alter any Video Posts at any time without providing any written notice of this change, to the extent that any such modification will reasonably be expected to materially change the substance of the Video Post. Such changes include, but is not limited to, the emojis, the picture, the hashtags, or the written content of the post.

Part 4 – Additional services

8.Website Establishment

8.1 99content may agree to provide assistance in creating or establishing the blog section of a basic website, installing relevant third party plugins or providing basis assistance, upon your request (Website Establishment). Unless otherwise agreed in writing, such Website Establishment services are provided by 99content as a complementary service and not part of the Services, in its sole discretion and 99content is not obliged or liable for providing the Website Establishment services.

8.2 If the Website Establishment services are being provided by 99content, you acknowledge and agree that:

(a) 99content is not liable for the website, including any functionality, content, availability, errors or security of such website; and

(b) you will take full responsibility and ownership over the website; and

(c) 99content is not liable for any errors in the website arising out of, or in connection with, the plugin conflicting with your website, including any fees incurred to resolve the issue.

8.3 We are not liable for, and will provide no indemnity for, any loss incurred in relation to the Website Establishment, in accordance with clauses 13 and 14.

TERMS OF SERVICE