ADVERTISING TERMS & CONDITIONS

Worthview Group Pty. Ltd. (ACN 67 010 200 709) of P.O. Box 224, Coolangatta, Queensland, 4225

Last updated December 2023.

These terms and conditions govern the placement of advertisements across multiple media platforms owned and operated by Worthview Group Pty. Ltd. (The Agency) including, but not limited to, our online news and newsletter media services. By confirming your booking for advertising services through our online portal with any of the media companies within our group, you acknowledge and agree to be bound by these terms and conditions. Please read these terms and conditions carefully. If you have any queries about these terms and conditions, please contact us for further information.

1. Defined terms and interpretation

Definitions

Campaign:

means a strategy designed to promote the goods, services, and/or brand of the Company;

Campaign Material:

Means any and all advertising material, brand and marketing communications including without limitation, ideas, designs, concepts, original compositions, printing templates and pro-formas, brochures, artwork, finished advertisements, radio and television commercials and all trademarks and trade names, brand names, trade symbols, logos, slogans or other trade indicia purchased, prepared, created, developed or acquired, by or on behalf of the Agency, but does not include the Company Material or existing material;

Campaign Plan:

Means a guideline for the development and execution of a Campaign including key objectives, events, deliverables and relevant dates; Commencement Date means the date on which the advertising campaign as specified in the proposal or quote is scheduled to commence, as agreed upon by the Parties. The commencement date will be determined by the advertiser's selection of the campaign duration, and the pricing of the advertising services will be specified accordingly in the quote or proposal;

Proposal:

Refers to a detailed outline accessible through our online portal, specifying the advertising services to be provided by Worthview. This includes a description of the proposed advertising campaign and the cost of the services. By proceeding with the campaign via our portal, you confirm your acceptance of the proposal's terms.

2. Agency obligations

The Agency must provide:
1. the services described in the Schedule; and
2. any related or incidental services, functions or responsibilities not specifically described in the Agreement which are required for the proper performance and provision of the services referred to in clause 4(a)(i),
(together, the Services).
The Agency must perform the Services:
1. in accordance with this document;
2. with due skill, care, competence and diligence; and
3. otherwise in accordance with the reasonable directions of the Company from time to time.
The Agency must:
1. consult with the Company regarding the performance of the Services;
2. comply with, and ensure that the Services comply with, all applicable Laws;
3. obtain and maintain all consents, approvals, licences or authorisations which are necessary for the Company to proceed with a Campaign and which are necessary for the Agency to provide the Services; and
4. ensure that third-party suppliers properly execute their commitments and use best endeavours to minimise loss to the Company if such suppliers fail to do so.
All equipment, materials, workmanship, methods and products used or supplied by the Agency in the performance of the Services must:
1. comply with the requirements of the Agreement (including any specific requirements set out in the Schedule); and
2. otherwise be of a kind acceptable to the Company for the satisfactory performance of the Services.

3. Payment

The Advertiser agrees to make payment for the advertising services in full prior to the commencement of the advertising campaign. Payment is to be completed online following the acceptance of the provided quote. By proceeding with the payment on our platform, the Advertiser acknowledges and accepts these terms and conditions, negating the need for a separate e-signature.

The advertising spot in the media company's news website or newsletter shall be reserved for the advertiser that makes full payment first. The advertiser acknowledges that payment must be made online to guarantee the reservation of the advertising spot. In the event that proposals are being discussed and another advertiser makes full payment for the same spot before a final agreement is reached, the agency reserves the right to offer the spot to the advertiser who has made the first payment. The agency shall promptly notify the original advertiser of the competing offer and provide them with an opportunity to match the payment to secure the spot. If the original advertiser does not match the payment within [insert number] business days, the agency may proceed to allocate the advertising spot to the advertiser who made the initial payment.

4. Termination

The Advertiser acknowledges that the charges for the advertising services are based on the duration of the ads as specified in the quote and proposal. In the event that the Advertiser wishes to terminate the advertising campaign after payment has been made, no refunds will be provided. The Advertiser understands and agrees that once payment has been taken, no refunds will be issued for any remaining duration of the advertising campaign.

5. Publisher's Rights and Discretions

The Publisher reserves the right to review and approve all advertising content and materials before publication. The Publisher may, at its sole discretion, reject or require the Advertiser to modify any advertising content or materials that are deemed to be inappropriate, inaccurate, or inconsistent with the Publisher's standards or values. The Publisher also reserves the right to determine the final placement and scheduling of the advertising content within its media channels. The Advertiser acknowledges and agrees that the Publisher's decisions regarding the approval, modification, placement, and scheduling of advertising content and materials are final and binding.

6. Deadlines & Specifications

The Advertiser shall provide the Publisher with the advertising materials and content in accordance with the specifications and deadlines mutually agreed upon by both parties. In the event that the Advertiser fails to provide the required materials and content within the stipulated deadlines or in compliance with the agreed specifications, the Publisher reserves the right to delay or cancel the scheduled advertisement without incurring any liability to the Advertiser. The Advertiser acknowledges that adhering to the specified deadlines and specifications is crucial for the successful execution of the advertising campaign.

7. Intellectual Property Rights

Company Material

All legal and beneficial ownership of all Intellectual Property Rights in the Company Material will remain or be vested in the Company.
Nothing in this Agreement will be taken to constitute a transfer, assignment or grant of any ownership rights in any the Company Material.
The Company grants to the Agency a non-exclusive licence for the Term to use the Company Material solely for the purpose, and to the extent necessary, to perform the Services in accordance with the Agreement.

Campaign Material

absolutely and unconditionally assigns, and must procure from all subcontractors and third party suppliers, the assignment of, all right, title and interest in all Intellectual Property Rights in any Campaign Material to the Company as and when it is created for the agreed territories, term and media;
must, upon request by the Company, execute all documents and perform all acts necessary to vest all Intellectual Property Rights in the Campaign Material in the Company for the agreed territories, term and media; and
may only use the Campaign Material for the sole purpose of providing the Services.

Third Party Materials

In the case of material commissioned by the Agency from a third party or licensed by the Agency from a third party for the purpose of providing the Services (Third Party Material), the Agency must:
1. notify the Company that it intends to use the Third Party Material; and
2. obtain an assignment or a licence of all necessary rights (including any or all Intellectual Property Rights), as appropriate, on reasonable terms in respect of the Third Party Material, including an indemnity from the assignor or licensor, as the case may be, against any claims or proceedings which may be issued or threatened by any third party against the Agency and/or the Company for infringement of rights (including Intellectual Property Rights) in respect of the Agency's and/or the Company's use of the Third Party Materials.
Without limiting any other provision of this Agreement, where the Agency uses Third Party Materials to provide the Services under this Agreement and the Company has not contracted directly with the third party for provision of the Third Party Materials, the Agency must, during the Term, give the required notices to copyright owners and pay all royalties as they fall due unless otherwise agreed by the parties in writing.
If the Agency is unable to secure the rights as set out in clause 9.3(a) to Third Party Materials (including the indemnity referred to in that clause), the Agency must:
1. immediately notify the Company;
2. not use the relevant Third Party Materials without the Company's express written approval; and
3. assist the Company, at the Agency's expense, to procure a licence of the Third Party Materials directly.
If the Company directly commissions the third party to provide the Third Party Materials, the Company will, during the Term, be responsible for giving the required notices to the copyright owners and be responsible for the payment of royalties to the third parties.

8. Company Material

All legal and beneficial ownership of all Intellectual Property Rights in the Company Material will remain or be vested in the Company. Nothing in this Agreement will be taken to constitute a transfer, assignment or grant of any ownership rights in any the Company Material. The Company grants to the Agency a non-exclusive licence for the Term to use the Company Material solely for the purpose, and to the extent necessary, to perform the Services in accordance with the Agreement.

8.1 Campaign Material
- Absolutely and unconditionally assigns, and must procure from all subcontractors and third party suppliers, the assignment of, all right, title and interest in all Intellectual Property Rights in any Campaign Material to the Company as and when it is created for the agreed territories, term and media;
- Must, upon request by the Company, execute all documents and perform all acts necessary to vest all Intellectual Property Rights in the Campaign Material in the Company for the agreed territories, term and media; and
- May only use the Campaign Material for the sole purpose of providing the Services.
8.2 Third Party Materials
In the case of material commissioned by the Agency from a third party or licensed by the Agency from a third party for the purpose of providing the Services (Third Party Material), the Agency must:
- Notify the Company that it intends to use the Third Party Material; and
- Obtain an assignment or a licence of all necessary rights (including any or all Intellectual Property Rights), as appropriate, on reasonable terms in respect of the Third Party Material, including an indemnity from the assignor or licensor, as the case may be, against any claims or proceedings which may be issued or threatened by any third party against the Agency and/or the Company for infringement of rights (including Intellectual Property Rights) in respect of the Agency's and/or the Company's use of the Third Party Materials.

9. Confidentiality

Each party acknowledges that the Confidential Information of the other party is valuable to the other party and, subject to clause 10(b), undertakes to keep the Confidential Information of the other party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other party.

A party may disclose Confidential Information of the other party:

To its legal and professional advisers in order to advise that party in connection with the exercise of rights and performance of obligation under this Agreement;
To any representative of that party, provided that the disclosure is made for the purpose of this Agreement and the party imposes an obligation upon the representative to maintain the confidentiality of that material; and
To the extent disclosure is required by an applicable law or court order, provided that the disclosing party gives reasonable advance notice of such disclosure to the other party in order that the other party has an opportunity to attempt to preclude or limit such disclosure.

10. Liability

To the extent permitted by law:

The Company's aggregate liability arising out of or in connection with this Agreement is limited to $ ; and
The Agency's aggregate liability arising out of or in connection with this Agreement is limited to $ .

11. Publicity

The Agency must not make press or other announcements or releases relating to the Company, this Agreement or the Services without the Company's prior written approval, unless the announcement or release is required by law.

12. Severability

Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this Agreement is not affected.

13. Cumulative rights

Except as expressly provided in this Agreement, the rights of a party under this Agreement are in addition to and do not exclude or limit any other rights or remedies provided by law.

14. Assignment, novation and other dealings

The Agency must not assign or novate this Agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the Company which consent is not to be unreasonably withheld. The Company may assign or novate this Agreement or otherwise deal with the benefit of it or a right under it, to any other member of the group of companies of which the Company is a member without the consent of the Agency.

15. Costs, expenses and duties

Except as expressly provided in this Agreement, each party must pay its own costs and expenses of negotiating, preparing and executing this Agreement and any other instrument executed under this Agreement.

16. Governing law and jurisdiction

This Agreement is governed by the laws of [Jurisdiction]. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of [Jurisdiction] and legitimate courts of appeal from such courts.