99content CLIENT AGREEMENT

 

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

By clicking 'I AGREE TO THE TERMS OF SERVICE', you (Client or you) are entering into a legally binding agreement with David James Barbeler, trading as ‘99content’ including his successors, assignees and related bodies corporate (defined in the Corporations Act 2001) (99content or we or us).

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

You agree to comply with any and all applicable local, state, national and international laws and regulations.

RECITALS

A. 99content provides Articles to clients on a subscription-based plan.

B. You wish to purchase the Services and publish the Articles on your Nominated Website.

OPERATIVE PROVISIONS

1. Definitions

In this Agreement, unless the context indicates the contrary:

99content Website means www.99content.co.

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 or downloaded from the 99content website.

Confidential Information means any information provided by 99content to you as part of the Services that does not form part of the public domain or that is not expressly permitted for publication under this Agreement, including the content of and hyperlink to the 99content Archive Website.

Content means the Articles, Images and any other written or visual content provided or made available 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).

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

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 in the field below which forms part of this Agreement.

SEO means Search Engine Optimisation.

Services means the services outlined in clause 4 of this Agreement.

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.

2. Interpretation

Unless the context requires otherwise:

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

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

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

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

(e) 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.

3. Term

(a) 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 that you selected at purchase unless terminated earlier in accordance with the terms of this Agreement.

(b) The minimum Subscription Term is 1 (one) week.

(c) One month prior to the end of an annual Subscription Term, we will provide notice to you that we will extend your subscription for a further twelve (12) months and the Subscription Fees that will apply to your next Subscription Term. If you do not provide notice within the final month of your subscription term, this Agreement will automatically renew for the next twelve (12) month term.

(d) All Subscription Terms shorter than twelve (12) months will automatically renew without prior notice and the associated payment will be automatically deducted from the account you have previously nominated.

4. Subscription Fees

(a) 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.

(b) The Subscription Fees are subject to change in the next Subscription Term.

5. Services

(a) 99content will provide 1 (one) Article per week by email to you, and 1 (one) accompanying Image per week for the duration of your services (Services).

(b) You will hold a Licence to publish the Content Article in accordance with clause 6.

(c) You will pay the Subscription Fees in consideration for the provision of the Services and Licence.

6. Licence

(a) 99content grants you a royalty free, non-exclusive licence to publish the Articles on your Nominated Website (Licence).

(b) You are permitted to share only the headline and/or the provided social media teaser of each Article on Facebook, Twitter and/or an email newsletter (Permitted Social Media) and no other social media channels unless prior written consent has been obtained from 99content.

(c) You are only permitted to publish the Content during the Term of your subscription in accordance with this Agreement. You are not permitted to stockpile and publish the Content after your subscription has expired or after this Agreement is terminated. You agree that immediately upon termination or expiry of this Agreement that the Licence granted under clause 6(a) is terminated and you must cease the publication of any Content.

(d) You agree that you will:

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

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

(iii) follow the “Avoiding duplicate content” procedure as outlined in clause 8;

(iv) not put an author's name or byline, on or near the Article on your Nominated Website or any other location, whether or not you have changed the content within an Article; and

(v) not publish any part of the Content on any website other than the Nominated Website, an e-newsletter, or social media platforms outlined in clause 6(b).

(e) 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 our 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.

(f) 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.

(g) 99content reserves the right to revoke the Licence or require removal of any Content published or circulated by you at any time for any reason. This sub-clause (g) survives termination of this Agreement.

7. Your obligations

You agree that you will read the Content provided to you prior to publishing the Content. By publishing the Content or any part of the Content, you endorse its content and will take full responsibility and ownership over anything that your circulate or publish. We accept no liability and will provide no indemnity for what you choose to publish.

8. Avoiding duplicate content

(a) You understand and acknowledge that publishing duplicate content may confuse search engines and affect a business's SEO results. To address this, you agree to:

(i) If your website is built using WordPress, you agree to install the 'Yoast SEO' and 'Content Syndication Toolkit Reader' plugins and ensure that any article provided by 99content that you're about to publish has the following settings in place: “Meta robots index: index” and “Meta robots advanced: Site-wide default: None'”. You also agree to paste into the “canonical URL” field the exact URL address where the article appears on our archive website; or

(ii) If your website is built on another software 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.

(iii) if following the procedures in sub-clause (i) or (ii) are not feasible, you agree to notify 99content before publishing any Content.

(iv) 99content will attempt to guide you through the 'Avoiding duplicate content' process.

(v) if following the procedures in sub-clause (ii) are still not feasible, 99content reserves the right to immediately cancel your subscription, terminate this Agreement and will provide you with a full refund.

(b) 99content accepts no liability for any adverse impacts to SEO rankings due to any party’s circulation or publication of any Content.

(c) If this clause 8, “Avoiding duplicate Content” is not complied with, 99content reserves the right to:

(i) require you to comply with this clause

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

(iii) suspend the provision of your Services until this clause is complied with; or

(iv) immediately terminate this Agreement.

9. Editing, modifying or selecting a different Article

(a) You are permitted to re-write and edit the Content if you choose to do so for the purpose of publication or circulation in accordance with the Licence granted in clause 6. 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.

(b) 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 LinkedIn, Facebook, or any industry body publications. You acknowledge and understand that such acts constitute a breach of the Licence granted in clause 6.

(c) Subject to clause 9(d), 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, the details of which will be provided to you in your Starter Pack.

(d) You agree that you will not copy, download or publish more than:

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

(ii) one (2) unique images per week.

10. Infringements

(a) 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.

(b) 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.

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

11. Limitation of liability

(a) To the maximum extent permitted by law, 99content will not be liable for any losses or damages whatsoever including any indirect or consequential loss, loss of profit, revenue or goodwill, whether in contract, tort or otherwise, arising from the breach of this Agreement, tort or the use of, or reliance on, content or other information obtained through our Services and you release 99content from any such liability.

(b) 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 or included in the 99content Archive Website.

(c) To the maximum extent permitted by law, 99content excludes all liability (including for negligence) to you or anyone else in respect of any loss or damage (including special, indirect or consequential loss or damage such as loss of revenue, loss of goodwill, unavailability of systems or loss of data) arising from or in connection with any, use of the information on or access through our website or this Agreement, including if for any reason our website is unavailable at any time or for any period.

(d) To the maximum extent permitted by law, neither 99content, nor any of its employees or agents will be liable or responsible in any way (including in negligence) for errors in, or omissions from, the information contained on this website. To the extent permitted by law, 99content expressly disclaims all warranties of any kind unless expressly stated on this website or unless implied under the Australian Consumer Law.  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. This clause survives termination of this Agreement.

12. Indemnity

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 of your acts, omissions or negligence;

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

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

13. Money-back guarantee

(a) For annual subscriptions, if you are not satisfied with the Services within 1 (one) month of the commencement date of your first Subscription Term (First Month), you may terminate this Agreement by two (2) business days’ written notice to 99content prior to the expiry of the First Month, claiming the money-back guarantee and 99content will provide a full refund of the Subscription Fees.

(b) If you choose to claim your money-back guarantee under this clause 13, you must remove any publication of the Content from your Nominated Website and Permitted Social Media from the date on which you provide notice to terminate.

14. Termination

(a) Either party may terminate this Agreement by notice in writing to the other if the party notified fails to observe any term of this Agreement and fails to rectify this breach, to the satisfaction of the notifying party, following the expiration of 5 business days’ notice of the breach being given in writing by the notifying party to the other party.

(b) If 99content terminates this Agreement under clause 14(a), the Subscription Fees will not be refunded.

(c) 99content reserves the right to 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.

15. Confidentiality

(a) You agree to keep confidential and to not disclose to third parties any Confidential Information provided to you by 99content.

(b) You agree not to disclose to third parties the 99content Archive Website content, hyperlinks or pages except as required or permitted under clause 8.

(c) The obligations under this clause 15 survive termination or expiry of this Agreement.

16. General

(a) 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.

(b) 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.

(c) 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.

(d) Entire agreement: This Agreement, including any references to any other documents such as payment terms on the 99content website, the Nominated Website and Starter Pack, 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.

(e) 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.

(f) Agency, partnership etc.: 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.

(g) 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.

(h) 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.

(i) Jurisdiction: This Agreement is governed by the laws of Queensland, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Queensland 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.