CLIENT TERMS

DRINKS NETWORK SERVICE AND CONTENT LICENSE AGREEMENT

TERMS & CONDITIONS

Drink Australia Pty Ltd. (“Drinks Network”, “we”, “us” ‘Licensor” and terms of similar meaning)
provides this content and services. These are our terms and conditions of use (these “Terms”).In
these terms we call content creation, production service, filming, photography, writing, copy
writing, design and graphic design and the intellectual property we provide (together, the
“Service”). The service includes:
a.      Your use of the Drinks Network Service, and the use of the Drinks Network Service by third
parties authorized by you to use your User Content (as defined below).
b.      We also refer to the services provided by the Drinks Network website portal and dropbox as
the “Services”.
In these Terms, our clients and their team members to whom they give “team” access to Drinks
Network content are called “Subscribers” or “Licensees”, and our clients’ customers who use the
Services (for example, someone who views Subscribers’ licensed content online in a retail
environment) are called “Customers”. In these Terms users of the Services, whether they are
Subscribers, Licensees, Customers, members of the Drinks Network forum, people who post
comments on the Drinks Network blog, or casual browsers of the Site, are called “Users”.
The User (“licensee”) or (“subscriber”) both here in after referred to as (“you”).
Please read these Terms carefully before using the Services. By accessing or using the Services you
agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by
reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the
Services and Content (as defined below) provided by Drinks Network.
The Services and Content is not intended to be used or viewed by children. You must be at least
eighteen years of age to use the Services.
1.     Ownership, Copyright and Trademarks: In these Terms the content available through the
Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other
files, and their selection and arrangement, is called “Content”.
a.      Content provided by Users, whether they are Subscribers, Customers or other Users, is called
“User Content” (For example, User Content could include recipes, talent or location provided by a
client for Drinks Network filming Service). User Content that is User’s property, Drinks Network’s
only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are
described in User Content Terms of Use below.
b.      Your acceptance of terms or use of any “licensee” or “subscriber” product or service, whether
via download, upload, on CD Rom, DVD or other media, shall hereby constitute your consent to be
bound by the terms of this agreement. If an agent or an employee of an employer executes this
agreement, the term licensee shall include both the agent/employee and the employer jointly and
severally.
2.     User Content Terms of Use: User Content that is User’s property, Drinks Network’s only right
to that User Content is the limited licenses to it granted in these Terms.
a.      All trademarks, registered trademarks, product names and company names or logos mentioned
in the Services and Content are the property of their respective owners. Reference to any products,
services, processes or other information, by trade name, trademark, manufacturer, and supplier or
otherwise does not constitute or imply endorsement, sponsorship, ownership or recommendation
thereof by Drinks Network.
b.      Users intellectual property that through Drinks Network’s Service forms Content will remain
Copyright Drink Australia Pty Ltd and will be made available under the License terms of this
agreement with specific License terms granted in your Quote. Acknowledgements of User Content
(for example: a recipe for food or beverage) where possible will be given but no warrantee of this
provision is implied or assumed by anyone.
3.     Purpose: This agreement is to establish Services of Content development and production with
Licensing of our Content, as outlined in Drinks Network Quote (“Quote’) for use by Subscribers
and Licensees. Drinks Network is a content developer providing Services and Content to
Subscribers and Licensees for mutual benefit and enjoyment of enhanced sales.
4.     Quote: An outline of the Services, Content and License to be developed and or provided by
Licensor for the use by You within the terms of this agreement, is attached to this agreement.
5.     Definitions: (“Content” and “User Content”) in any format that are controlled by or obtained,
directly or indirectly from You. Aside from the price paid for Services, your License grant in your
Quote and defined below, specify permissible uses of Content that is granted under this agreement.
6.     Drinks Network Licenses: Content in whole, and any part of the work thereof may not be, sold,
licensed, reproduced, edited, re-distributed or displayed as templates, stock elements or effects
imagery elements, made available as downloadable single files or included in any other clip media/
stock product, library, collection, or set of clips for distribution or resale by you.
As granted in the License portion of your Quote and for the period outlined in your Quote, Drinks
Network defines License as;
a.      Single User License: non-exclusive, non-transferable use of Content on a server such as http://
www.easywebvideo.com/, image library or network configuration to be viewed by you and your
team and your customers from your own website. You may not rent, lease, lend, sell or sublicense
or make the content available for download as a single file or make available for embedding in a
third party website by another person, company or other entity. Any use of the Content must be for
your own use, which must be the end-user of your work.
b.     General User License: non-exclusive, non-transferable use of Content on, severs such as
YouTube where content embedding on third party websites is permissible, closed circuit in store
television broadcast, multimedia, advertisement, live performance, Internet presentation, or print
project. It may be distributed, posted or uploaded as is whole Content online in a downloadable or
streaming format and enable it to be distributed via computer and mobile telephone devices and
IPTV integrated televisions as whole content.
c.      Royalty-Free License: non-exclusive, non-transferable Royalty-Free license to use Content.
All rights not specifically granted are retained by Licensor.
d.     Royalty-Incurring License: non-exclusive, non-transferable Royalty-Incurring license to use
Content. All rights not specifically granted are retained by Licensor.
7.     Subscriber Billing: For Subscribers to Drinks Network content (as outlined in our quote), your
subscription is effective for the period covered by your subscription fee and continues upon your
payment of the monthly (or other periodic billing, depending upon the terms of your subscription)
renewal fee. Renewal fees for your subscription will automatically be charged, at the then current
rate, to the credit card or other billing source authorized by you, on the first day of each successive
subscription term, until you cancel your subscription. Should you choose to discontinue your
subscription for any reason before expiration of the then applicable subscription term for which you
have paid, you may cancel your subscription and terminate further billing by putting your notice in
writing addressed to the Director Drink Australia Pty Ltd. Licensor reserves the right to change the
subscription fee for any renewal term to be effective upon the renewal of your subscription.
8.     Subscription Trial Period: Subscribers are entitled to a 90-day trial of their subscription from
the day of signing this agreement. During this time a subscriber can terminate their subscription (in
writing attention to the Director of Drink Australia Pty Ltd). All content used during this period will
only attract a 2-month subscription fee. Any use of any content after this will attract ongoing
charges for the subscription period or until the Licensor satisfies cessation of use.
9.     Payment Terms: No licenses are granted until full payment of Licensor’s invoice is received.
Unless credit terms have specifically been agreed directly between Drinks Network and the You,
Payment of Drink Australia Pty Ltd invoices must be received on the sooner of seven days (7 days)
of its date net, without any discounts, and prior to the publication of any Image.
a. Any disputes concerning the invoice must be submitted in writing, within ten (10) business
days of the invoice date, or the Licensee shall be deemed to have accepted the invoice as issued.
b. Should Licensee fail to make payment within said terms period as agreed to within the quote
Drinks Network (namely seven (7) days NET, Licensee will be liable for all and any recovery and
collection costs should Licensor deem proferssional collection services necessary for recovery of
full amount owning by Licensee.
10. Termination/Modification of License and Content Offerings: Notwithstanding any provision of
these Terms, Drinks Network and Drink Australia Pty Ltd reserves the right, without notice and in
its sole discretion, without any notice or liability to you, to
a.      Terminate your license or subscription to use the Services, or any portion thereof and the
rights of any third party to which you have granted access to your User Content through Drinks
Network;
b.     Block or prevent your future access to and use of all or any portion of the Services or Content
and the rights of any third party to which you have granted access to your User Content through the
Drinks Network;
c.      Change, suspend or discontinue any aspect of the Services or Content; and impose limits on
the Services or Content.
11. Indemnification: You agree to indemnify and hold Licensor harmless from and against any
damages or liability of any kind arising from your use of the Content in any form, any breach of the
terms and conditions of this Agreement, or your negligent act, omission or willful misconduct. If
any part of this Agreement is found void and unenforceable, it will not affect the validity of the
balance of the Agreement, which shall remain valid and enforceable according to its terms. All
license and subscriber rights granted pursuant to this Agreement shall automatically terminate upon
your breach of this Agreement.
Licensor will not be liable to you for any special, indirect, consequential, punitive, or incidental
damages (including, without limitation, damages for loss of business profits, business interruption,
loss of business information, or any other pecuniary loss) arising out of the use of or inability to use
the Content. LICENSOR’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL
BE no more than the amount paid for the particular Content.
12. No Defamatory Use: The Content may not under any circumstances be used in a way that
would defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races,
customs, cultures, religions, governments or military visible on the Content.
13. No Warranty: Licensor gives no rights or warranties with respect to the use of names,
trademark, logo types, registered or copyrighted designs or works of art depicted in any image and
the user must satisfy itself that all necessary rights, consents or permission as may be required are
secured. Licensor identify the caption for each image to the best of its ability, but cannot be held
responsible for erroneous or incomplete caption information.
14. Delivery Of Digital Images: Digital files are provided “as is.” licensor makes no representation
or warranty, either express or implied, included but not limited to any implied warranties of
merchantability, fitness for any particular purpose, non-infringement, quality of image or
compatibility with any computer hardware or other equipment, operating system or software
program.
15. Amendments: Drinks Network reserves the right to change or modify any of the terms and
conditions contained in these Terms, or any policy or guideline applicable to the Services, at any
time and in its sole discretion. If we do so, we will notify you at the email address you provide in
your registration information, if any. If you do not agree with the changes, you can cancel your
account with us without further obligation, except for the amount due for the balance of the billing
period in which you cancel your account (if your billing period is monthly, we will prorate your
account to the nearest month-end after cancellation).
Unless otherwise specified, any changes or modifications will be effective immediately upon
posting of the revisions on the Site, and your continued use of the Services after such time will
constitute your acceptance of such changes or modifications. You should from time to time review
the Terms and any policies and documents incorporated in them to understand the terms and
conditions that apply to your use of the Services. If you do not agree to any amended Terms, you
must stop using the Services. If you have any questions about the Terms, please contact us for
clarification.
16. Severability of Agreement: If any part of this Agreement is found void and unenforceable, it
will not affect the validity of the balance of the Agreement, which shall remain valid and
enforceable according to its terms.
17. No Waiver: No action of Licensor, other than by express written waiver, may be construed as a
waiver of any provision of this Agreement.
18. Entire Agreement: This contract contains all the terms of the Agreement and no terms or
conditions may be added or deleted unless made in writing and signed by an authorized
representative of both parties. In the event of any inconsistency between the terms contained herein
and the terms contained on any purchase order or other writing sent by Licensee, the terms of this
Agreement shall govern.
This DRINKS NETWORK SERVICE AND USER CONTENT LICENSE AGREEMENT is current
as of JULY 1, 2018. The laws of the state on New South Wales govern the terms of this
agreement.

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