PARTIES. This Agreement (“Agreement”) is entered into between Melbourne Social Co Pty Ltd., an Australian corporation and you, the Client signed below (“Client”), and details the terms of our engagement for certain creative services. By signing this Agreement, or by proceeding with the services, the Client agrees to all terms in this Agreement.

SERVICES & DELIVERABLES. Commencing on the date identified below (“Effective Date”), Client retains Melbourne Social Co for certain creative services, which may include creative strategy, consulting, branding, graphic design, content creation, content distribution, content management, social media advertising, social media strategy, photography, videography, influencer outreach, website development and/or other related services (the “Services”), as specified on the attached proposal, statement of work, and/or other writings agreed to by the parties from time-to-time (collectively “SOW”), each of which is fully incorporated into this Agreement by reference. Melbourne Social Co will make reasonable efforts to perform all such Services and produce any deliverables identified in the SOW (the “Deliverables”). Melbourne Social Co may use subcontractors and employees in the performance of the Services.

TERM. This Agreement will commence on the Effective Date and will last for the period of time specified on the SOW. Either party can terminate this Agreement at any time with notice to the other party, subject to the termination rules specified below.

PAYMENT. Client will pay Melbourne Social Co all Fees and out-of-pocket Costs associated with the Services as identified in the corresponding SOW (the “Fees” and “Costs” respectively). All payments are due upon receipt or as otherwise agreed in the corresponding SOW. Melbourne Social Co is not obligated to commence Services until any required deposits are paid. Melbourne Social Co may suspend Services or withhold Deliverables during any period when an invoice is outstanding. All payments are non-refundable. Any late payments will accrue 10% interest per month or the maximum amount permitted by law, whichever is the greater amount permitted by law. Payments made by credit card are subject to an additional fee, as specified by Melbourne Social Co.

PROJECT CHANGES. If Client requests a material change to the scope of Services, or if parties or forces outside Melbourne Social Co’s control require a material change in the scope of Services (“Project Changes”) and if Melbourne Social Co is able to accommodate such changes, then additional Fees may apply, timelines may change, and a new or modified SOW will be agreed to by the parties in writing. Project Changes include changes in the scope of the Project, changes in the schedule of the Project, and inaccurate information provided by Client or Third-Party Providers (defined below).

OTHER CLIENT RESPONSIBILITIES.

• Point of Contact: Client must identify a primary point of contact authorized to instruct Melbourne Social Co during the Term of this Agreement (the “Point of Contact”), as specified on the SOW. Melbourne Social Co will take instructions from the Point of Contact in performing the Services, and Client acknowledges and agrees that Melbourne Social Co is authorized to perform the Services in accordance with the instructions given by the Point of Contact.
• Communication: Client will provide Melbourne Social Co prompt feedback and other information reasonably requested by Melbourne Social Co for the performance of Services. If Client fails to communicate or provide such information within a reasonable time, then a Project Change may apply. If Client fails to communicate with Melbourne Social Co for more than 30 days, then Melbourne Social Co may cancel this Agreement for Client’s Material Breach, as defined below.
• Third-Party Providers: Unless otherwise specified in the SOW, Client is solely responsible for the selection of, contracting with, and direct payment to any other third-party vendors, employees and contractors associated with the Services not included by Melbourne Social Co in the SOW (collectively “Third-Party Providers”). Melbourne Social Co is not responsible for Third-Party Provider services or any damages, delays, or Project Changes arising out of or related to any Third-Party Provider services, even if Melbourne Social Co recommended the Third-Party Provider.

TERMINATION / CANCELLATION. Either party can terminate this Agreement at any time for convenience with written 14-days written notice to the other party, subject to the cancellation policies identified below. Monthly retainer services will automatically renew on a month-to-month basis until terminated. If either party is in material breach of this Agreement and fails to cure such breach after 14 days written notice from the non-breaching party (“Material Breach”), then the non-breaching party may terminate this Agreement for Material Breach.

TERMINATION FEES. The parties acknowledge and agree that Melbourne Social Co has set aside its schedule for Client. All retainer Services have a minimum contract period (the “Minimum Retainer Period”). Unless otherwise specified in the SOW, Client terminates this Agreement or cancels the Services for convenience prior to the end of the Minimum Retainer Period, or if Melbourne Social Co terminates this agreement for Client’s Material Breach prior to the end of the Minimum Retainer Period, then all Fees and Deposits already paid are non-refundable and, as a cancellation fee to compensate Melbourne Social Co for its damages incurred in connection with early termination, Client must pay to Melbourne Social Co one of the following cancellation fees:

• If there is more than 50% left in the Minimum Retainer Period, Client must pay all fees due for the then current month, plus 100% of one additional month’s retainer fee.
• If there is less than 50% left in the Minimum Retainer Period, Client must pay all fees due for the then current month, plus 50% of the one additional month’s retainer fee.

If Melbourne Social Co is unable to perform the Services for any reason due to resourcing issues or otherwise, or if Client terminates this Agreement as result of Melbourne Social Co’s Material Breach, then Client will only be obligated to pay Fees for Services performed and Costs incurred up to the date of termination, including all non-cancelable Costs (if any).

INTELLECTUAL PROPERTY.

• Client Content: All “Client Content,” including Client’s pre-existing copyrights and trademarks, will remain the property of Client. Client grants Melbourne Social Co a limited, non-exclusive right and license to use, reproduce, and display Client Content for the performance of the Services and as otherwise specified in this Agreement. Client represents and warrants to Melbourne Social Co that it has full right and authority to permit the use of the Client Content for the purposes described in this Agreement and such uses will not violate the rights of any third parties.
• Third-Party Materials: If the parties agree to incorporate any “Third-Party Materials” in the Deliverables, such as stock audio, stock videos, or other third-party content, then, unless otherwise agreed, Client will be responsible for all such Third-Party Materials including obtaining any licenses, permissions, consents and paying any and all fees associated with the use of such Third-Party Materials.
• Preliminary Works: Melbourne Social Co maintains full ownership in and to all Preliminary Works (“Preliminary Works”) arising out of the Services, including all initial drafts, options, and other content created for Client in connection with the Services that are not incorporated into the Deliverables, excluding any Client Content or Third-Party Materials.
• Melbourne Social Co Content: In addition, Melbourne Social Co maintains full ownership in and to all Melbourne Social Co Content (“Melbourne Social Co Content”) including but not limited to, any and all any and all underlying templates, Melbourne Social Co tools, know-how, filters, presets, and other proprietary software or technology of or used by Melbourne Social Co not developed specifically for Client pursuant to this Agreement. Contingent on Client’s payment of all Fees and Costs, upon completion of the Services Melbourne Social Co grants to Client a perpetual, royalty free, non-exclusive right to use the Melbourne Social Co Content as included in the Deliverables solely in connection with Client’s use of the Deliverables in accordance with its intended use and subject to the terms of this Agreement.
• Assignment of Deliverables: Contingent on Client’s payment of all Fees and Costs, and unless otherwise specified in the SOW, upon completion of the Services, Melbourne Social Co assigns to Client full and exclusive ownership in and to the Deliverables, including any copyrights, trademarks, or other intellectual property included in the Deliverables and excluding any Third-Party Materials, Preliminary Works, and Melbourne Social Co Content except as otherwise set forth herein.
• Accreditation: Unless otherwise agreed, Client agrees to credit Melbourne Social Co in a reasonable manner across any and all platforms in which the Deliverables are used.
• Promotion: Unless otherwise agreed in writing, Melbourne Social Co reserves the right to reproduce and display the Deliverables to promote its creative services and to incorporate into its marketing portfolio, and may also publicly reference the Services performed, including, but not limited to, posting new Client announcements, behind the scenes content, and other promotional material related to Client and the Services. However, Client may specify timelines for the publication of certain content to avoid conflicting release dates.

CONFIDENTIALITY. Any and all information of a confidential nature that is identified as confidential by the disclosing party in writing (the “Confidential Information”), shall be kept by the receiving party in the strictest confidence and the receiving party shall not disclose or use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, except with the disclosing party’s prior written permission or except as such use or disclosure is necessary for the parties’ respective performance of its obligations under the Agreement or as required by law. If Client is required by applicable law to disclose any Confidential Information, it will give Melbourne Social Co reasonable advance notice to seek confidential treatment or otherwise protect its Confidential Information. This Agreement is Melbourne Social Co’s Confidential Information. This duty of maintaining the confidentiality of any Confidential Information received by either party shall survive termination of this Agreement. Upon the disclosing party’s request, the receiving party will promptly return or destroy all Confidential Information and any copies.

PRIVACY POLICY. Notwithstanding the foregoing confidentiality terms, Client acknowledges and agrees that Melbourne Social Co may use and share information provided by Client to Melbourne Social Co for the purposes of (1) providing the goods and services, (2) communicating with the Client, (3) planning, researching, and developing its products, services, and business (3) promoting and marketing (whether target, direct, or indirect) its services or products to Client, including those of third parties, (4) investigating complaints, (5) complying with the law, (6) enabling Melbourne Social Co to fulfill its obligations under this Agreement and any related agreement with client, and (7) fulfilling Client’s obligations under this Agreement or any related agreements with Melbourne Social Co. Melbourne Social Co may also share Client’s information with its vendors, affiliates, and any successors in interest of Melbourne Social Co.