TERMS AND CONDITIONS

1 Background
1.1 These terms and conditions (.Agreement.) plus any implied terms which cannot be excluded are the whole agreement between you and us.
1.2 We may vary these terms by providing written notice to you at the email address associated with you on Newzbid. You may terminate the Agreement on written notice to us without penalty if any proposed variation under this clause is detrimental to you.

2 Definitions

2.1 The following definitions have the corresponding meanings given to them:

.Commission. means the fees payable to you as determined in accordance with the schedule set out in clause 6.1 and payable in accordance with clause 6. Any Commission amount will be less reasonable transaction fees and expenses such as foreign exchange fees and bank fees etc.

.Content. means any still image, film or video footage generated electronically, digitally or by any other means uploaded by you to Newzbid.

.Newzbid. means www.newzbid.com and any mobile versions or applications owned and operated by Newzbid.

.We/Us/Our. whether capitalised or not, means Newzbid Pty. Ltd. ABN 53 166 641 309 of Wheelers Hill, Victoria 3150 including its successors in title and assigns.

.You/Your. whether capitalised or not means the registered user of Newzbid.

3 Provision of Content
3.1 By accepting this Agreement we and you agree that you may from time to time, upload Content to Newzbid using the upload procedures set out on Newzbid.
3.2 In consideration for us undertaking to commercialise your Content in accordance with this Agreement on your behalf, you assign or waive all your rights, title and interest (including but not limited to any copyright or moral rights in respect of the Content) in the Content to us immediately at the time you upload it to Newzbid.
3.3 You acknowledge and agree:
3.3.1 You are responsible for keeping your password secret and secure and that your user name and details are sufficient evidence of your identity and that you are the person authorised to accept this Agreement, and upload Content to Newzbid.
3.3.2 You must not upload, discriminatory, unlawful, infringing, hateful or pornographic Content to Newzbid.
3.3.3 You must not interfere or disrupt Newzbid or its servers or networks connected to Newzbid, including by transmitting worms, viruses, spyware, malware or any other code of a destructive nature. You must not inject content or code or otherwise alter or interfere with the way any page on Newzbid is rendered or displayed in your browser or device.
3.3.4 We may not be successful in commercialising the Content depending on a variety of factors and the assignment of your Content to us under this Agreement is not contingent on you receiving money in respect of your Content.
3.3.5 We grant you a perpetual, non-exclusive licence to retain the Content for personal use. To avoid doubt, Content may not be uploaded to any websites, including social networking sites (even for personal use), transmitted to any person or otherwise commercially exploited by you once the Content has been uploaded to Newzbid.
3.3.6 That we may refuse to accept any Content for any reason in our absolute discretion and that we may delete, move, refuse to accept or edit any Content.
3.3.7 That the provision and upload of Content is subject to any policies and procedures outlined on Newzbid by us and that the terms of these policies and procedures are incorporated into this Agreement by reference. Any breach of these policies and procedures by you is a breach of this Agreement.
3.3.8 You are aware that you may incur additional costs to upload content depending on the individual plan that you have with your carrier.
3.4 You represent and warrant:
3.4.1 You own or have all rights, or have obtained all necessary rights, to assign the Content to us.
3.4.2 You have not granted any rights in the Content to any other person or entity.
3.4.3 You have obtained all consents or releases (if any are required) in respect to the Content.
3.4.4 You are acting as principal and not as agent, and you have legal capacity to enter into this Agreement.
3.4.5 You have not breached any applicable law in obtaining, producing or creating the Content.
3.4.6 No Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.
3.4.7 The Content has not been obtained in any unlawful manner, whether civil or criminal, and is not subject to any applicable accreditation terms of access or condition that might be breached by the Content being used by us.
4 Exclusive Commercialisation Agreement
4.1 By assigning the Content to us, you have appointed us as the exclusive distributor of the Content and you agree that we may commercialise the Content by selling, licensing, or sub-licensing the Content to third parties worldwide and to collect and remit funds in connection with those endeavours on the terms set out in this Agreement.
4.2 You agree that we have the right to market and sub-license, the right to copy, use, reproduce, distribute, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, produce and sell prints or similar image products or publicly perform or display the Content to prospective licensees in any and all media now in existence or that may in the future be introduced.
5 Intellectual Property
5.1 You must not upload any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to Newzbid.
5.2 You agree that we, and any of our directors, officers, employees, partners, affiliates or agents will not be liable for any damages whether direct or indirect, consequential or incidental, arising out of the use of, or inability to use any Content or any error, omission or other matter relating to the Content.
6 Commission
6.1 We agree to pay you Commission in respect of the amounts procured by us in respect of the commercialisation of the Content determined by the following Commission schedule applicable to the Content and in accordance with this clause:
Content . 60% Commission (exc GST).
6.2 The Commission schedule is subject to change in our sole discretion by providing written notice to you by email at the last address contained in your user information. Such change will apply to any future Content uploaded by you. If at any time, the Commission schedule is not acceptable to you, you may terminate this Agreement in accordance with these terms.
6.3 We agree to pay Commission accruing to you in the following manner:
6.3.1 Commission will be paid to you and allocated to the relevant Paypal Account (or other applicable third party processing provider) associated with you on Newzbid.
6.3.2 Payment will accrue on the 15th day of the month following receipt by us of any fees collect.
6.3.3 Commission will be paid to you and allocated to the relevant Paypal Account (or other applicable third party processing provider) associated with you on Newzbid.
6.4 All Commission payments will be paid in Australian Dollars or US dollars, or such other currency as we may reasonably determine.
6.5 For Commission less than $100 AUD, you may request in writing that we make payment. We will make payment within fourteen (14) days of receiving such a request.
6.6 In some circumstances where we are required to refund any amounts to any third parties paid to us in relation to the commercialisation of any Content, then we, in our discretion may require you to repay of any Commission paid to you.
6.7 Payment of Commission will, in all cases, be net of:
6.7.1 Applicable taxes or other withholdings required by any applicable law.
6.7.2 Bad debts or other uncollectable sums.
6.7.3 Legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated in this Agreement (e.g. licences and sales of the Content).
6.7.4 Refunds of amounts under clause 6.6.
6.7.5 Overpayment of Commission in a prior period.
6.7.6 Any amounts owing by you to us.
6.7.7 Any amounts (including legal fees and any contingent expenses) incurred by us in enforcing our rights under our commercialisation arrangements in respect of your Content.
6.7.8 We can set off against any amount owing to you, all amounts to which we are entitled under this Agreement or at law.
6.7.9 We are not required to pay a Commission if you have breached this Agreement.
7 Indemnity
7.1 You indemnify and hold us and any of its directors, officers, employees, shareholders, agents, and licensees of the Content harmless from and against all claims, liability, losses, costs and expenses (including legal fees, on a solicitor own client basis, and any contingent expenses, such as debt collection), incurred by us in relation to or in any way connected with any breach by you of this Agreement and any claim or threatened claim against us in respect of the Content.
7.2 You acknowledge that we have the sole right to determine whether and to what extent to take action against a licensee or any third party which has breached our licence or sale agreements under our commercialisation arrangements. Any Commission which we receive (after deduction of legal fees on a solicitor own client basis and expenses including contingent expenses (such as debt collection costs), will be split in accordance with the Commission schedule as set out in clause 6.
8 Term and Termination
8.1 This Agreement continues until terminated. Either party may terminate this Agreement immediately by giving written notice to the non-terminating party. We can give notice to you by sending notice to the email address associated with you on Newzbid. You can give notice to us by sending notice to the registered address for Newzbid.
8.2 We may terminate immediately:
8.2.1 If we reasonably form the opinion that you have breached any of the warranties provided by you to us.
8.2.2 There has been no-activity in your account for a period of two years (and we have made commercially reasonable efforts to contact you).
8.2.3 If you become bankrupt or are declared insolvent or a provisional liquidator, liquidator, receiver, receiver manager or administrator is appointed to you.
8.3 Termination of this Agreement shall operate without prejudice to any of the parties. rights, defences and limitations of liability under this Agreement which shall survive termination, including any rights which we have under the indemnity granted by you to us.
8.4 On termination, you acknowledge that we continue to own the rights in the Content and may commercialise the Content in our sole discretion provided that we have paid the relevant Commission to you.
9 Warranties and Liability
9.1 No warranties except those implied and that by law cannot be excluded are given by us in respect of the service supplied.
9.2 You assume all responsibility and risk for use of Newzbid.
9.3 In no event shall either party be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, business interruption, loss of business information or any other pecuniary loss, damage, action, suit or any other proceeding arising under or in relation to this Agreement).
9.4 To the extent permitted by law, our liability under this Agreement or in relation to your use of Newzbid is limited to $1000 AUD.
10 Privacy Act 1988 (.Privacy Act.)
To enable us to perform the services contemplated by this Agreement, we may receive personal information from you. Such personal information will be held in accordance with our Privacy Policy, which is available from Newzbid.
11 Force Majeure
We shall be released from our obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of the services impossible, where all money due to us or you shall be paid immediately and, unless prohibited by law, we may elect to terminate the Agreement.
12 Failure to Act
Our failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in this Agreement, or our failure to exercise any right or remedy available under this Agreement or at law, or our failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under this Agreement shall not constitute a waiver of any subsequent default or a waiver of our right to demand timely payment of future obligations or strict compliance with this Agreement.
13 Legal Construction
13.1 This Agreement shall be governed by and interpreted according to the laws of the State of Victoria, Australia and the parties consent and submit to the jurisdiction of the Courts of the State of Victoria, Australia.
13.2 Notwithstanding that any provision of this Agreement may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Agreement shall continue in full force and effect.



LICENCE AGREEMENT

1 Background
1.1 This Agreement relates to the licence of Newzbid Content from Newzbid to the Purchaser. It sets out the terms and conditions under which Newzbid agrees to grant a Licence in respect of the Newzbid Content.
1.2 We may vary this Agreement by providing you written notice at the email address associated with you on the Newzbid Site.

2 Definitions
2.1 The following definitions have the corresponding meanings given to them:

.Newzbid Content. means any still image, film or video footage generated electronically, digitally or by any other means which is Licensed by Newzbid. A reference to Licensed Material means each individual item as well as all of the material licensed to you.

.Newzbid Site. means www.newzbid.com and any mobile versions or applications owned and operated by Newzbid.

.Licence. means the Licence granted under clause 3.1. Licensed shall bear the same meaning.

.Licence Terms. means the terms upon which the Licence has been granted, including the Period of Time and any rights and restrictions of use identified in this Agreement. The Licence Terms may also include any specific rights and restrictions identified by us at the point of sale (including in the purchase process on the Newzbid Site), in any invoice provided by us, or in any written quote from us.

.Licensee. means the person or entity to whom the Licence has been granted.

.Newzbid Logo. means any logo (or a watermark of the logo) of Newzbid.

.Newzbid. or .We/Us/Our. whether capitalised or not, means Newzbid Pty. Ltd. ABN 53 166 641 309 of Wheelers Hill, Victoria 3150 including its successors in title and assigns.

.Purchaser. or .you/your. whether capitalised or not, means such person or entity that has purchased a Licence on behalf of the Licensee. To avoid doubt, the Purchaser may also be the Licensee.

.Period of Time. such period of time identified in the Licence Terms.

3 Grant of Licence
3.1 Subject to the terms of this Agreement, we agree to grant a non-exclusive, non sub-licensable and non transferable right to the Licensee to copy and reproduce the Newzbid Content identified in the invoice solely in accordance with the Licence Terms.
3.2 The Licence to use the Newzbid Content is limited to the use, medium, Period of Time, print run, mast head, website, placement, size of the Newzbid Content, territory or other right or restriction identified in the Licence Terms.
3.3 The Newzbid Content is Licensed solely for use in relation to events which are newsworthy or of public interest and Newzbid Content is not to be used for any commercial, promotional, endorsement, advertising or merchandising use.
3.4 Newzbid Content may be cropped or otherwise edited for technical quality, provided that the Newzbid Logo is retained in the bottom right hand corner of all Newzbid Content and the integrity of the Newzbid Content is not undermined.
3.5 We do not give any warranties in respect of any descriptive information provided by us in relation to the Newzbid Content.
3.6 This License will be revoked if the Newzbid Content is made available on a social sharing website (e.g. facebook, tumblr, google plus etc) without our consent.
3.7 You acknowledge, represent, warrant and agree:
3.7.1 You are responsible for keeping your password secret and secure.
3.7.2 Your user name and details are sufficient evidence of your identity and that you are the person authorised to accept this Agreement.
3.7.3 You will not interfere or disrupt Newzbid Site or its servers or networks connected to the Newzbid Site, including by transmitting worms, viruses, spyware, malware or any other code of a destructive nature. You must not inject content or code or otherwise alter or interfere with the way any page on Newzbid Site is rendered or displayed in the browser or device.
3.7.4 If you are acting on behalf of another entity, then you have legal authority to act on behalf of such entity or person and that this Agreement binds you personally as well as that person or entity.
3.7.5 We have not obtained any model releases or consents in respect of the Newzbid Content.
3.7.6 No ownership or copyright in the Newzbid Content is passed by the grant of the Licence otherwise than in accordance with these terms.

3.8 The Licensee must not:
3.8.1 Store, use or make available, the Newzbid Content in such a way as to allow another person or entity, other than the Licensee, to copy, download, extract, redistribute or access, the Newzbid Content in a standalone file.
3.8.2 Allow or permit any person or entity to use the Newzbid Content in any way contrary to this Agreement and the Licence Terms.
3.8.3 Use or permit the use of the Newzbid Content in any way contrary to an applicable law.

4 Payment Terms
4.1 We will invoice you electronically. Payment is due on checkout using the payment methods made available to you by us (e.g. Paypal or credit card), unless we agree to separate payment terms in writing.
4.2 Any amounts overdue will be applied first to satisfy interest which may have accrued, second to reasonable expenses and legal costs, and then to principal.
4.3 You are liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by us for enforcement of obligations and recovery of monies due from you to us.

5 Indemnity
The Licensee and the Purchaser indemnify and hold us harmless and any of our directors, officers, employees, shareholders, agents, from and against all claims, liability, losses, costs and expenses (including legal fees, on a solicitor own client basis, and any contingent expenses, such as debt collection), incurred by us in relation to or in any way connected with any breach by the Purchaser or the Licensee of this Agreement.

6 Term and Termination
6.1 This Agreement continues until terminated. Either you or we may terminate this Agreement by giving fourteen (14) days written notice to the non-terminating party. We can give notice to you by sending notice to the email address associated with you on the Newzbid Site.
6.2 We may terminate immediately:
6.2.1 If we reasonably form the opinion that the Licensee and/or the Purchaser have breached this Agreement.
6.2.2 If the Licensee and/or the Purchaser become bankrupt or are declared insolvent or a provisional liquidator, liquidator, receiver, receiver manager or administrator is appointed to you or the Licensee.
6.2.3 The Newzbid Content is used by the Licensee in any manner other than authorised in the Licence Terms.
6.3 Termination of this Agreement shall operate without prejudice to any of our rights defences and limitations of liability under this Agreement which shall survive termination, including any rights which we have under the indemnity granted by you to us or any obligation to pay us for the Newzbid Content.

7 Warranties and Liability
7.1 No warranties except those implied and that by law cannot be excluded are given by us in respect of service supplied. You assume all responsibility and risk for use of Newzbid Content.
7.2 In no event shall we, or any of our employees, shareholders, partners, agents or licensees be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, business interruption, loss of business information or any other pecuniary loss, damage, action, suit or any other proceeding arising under or in relation to this Agreement.
7.3 To the extent permitted by law, our liability under this Agreement or in relation to your use of Newzbid is limited to $1,000 AUD.

8 Privacy Act 1988 (.Privacy Act.)
8.1 To enable us to perform the services contemplated by this Agreement, we may receive personal information from you. Such personal information will be held in accordance with our Privacy Policy, which is available from our website.

9 Audit
9.1 On reasonable notice, the Licensee agrees to provide evidence of the use of the Newzbid Content in accordance with the Licence Terms, including by providing us with access (free of charge) to any restricted areas of any websites or platforms on which the Newzbid Content is used.
9.2 Further, the Licensee agrees to allow Newzbid access, on reasonable notice, to your records or to any records relating to the Licensee.s use of the Newzbid Content for the purpose of verifying the Licensee.s compliance with the Licence Terms.

10 Taxes
All fees in respect of the Licences granted under this Agreement are exclusive of any Goods and Services Tax (GST), sales tax, withholding tax, or any other taxes which are payable in addition to such fees.

11 Force Majeure
We shall be released from our obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of the services impossible, where all money due to us or you shall be paid immediately and, unless prohibited by law, we may elect to terminate the Agreement.

12 Failure to Act
Our failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in this Agreement, or our failure to exercise any right or remedy available under this Agreement or at law, or our failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under this Agreement shall not constitute a waiver of any subsequent default or a waiver of our right to demand timely payment of future obligations or strict compliance with the Agreement.

13 Legal Construction
13.1 This Agreement shall be governed by and interpreted according to the laws of the State of Victoria, Australia and the parties consent and submit to the jurisdiction of the Courts of the State of Victoria, Australia.
13.2 Notwithstanding that any provision of the Agreement may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Agreement shall continue in full force and effect.