Definitions

90 Seconds: 90 Seconds refers to the 90 Seconds company specified in the Work Contract, being 90 Seconds Holdings Pte Ltd., 90 Seconds Limited, 90 Seconds New Zealand Ltd., 90 Seconds Australia Pty Ltd., 90 Seconds United Kingdom or 90 Seconds Japan

90 Seconds Platform: 90 Seconds cloud video production platform located at http://90seconds.tv

Digital Assets: All Digital Assets including but not limited to video or photographic content captured at 90 Seconds film shoots, all graphics, animation, illustrations, concept art, including source files, storyboarding, draft and final outputs including video, static graphics or animations, any creative concepts and scripts

Work contract: A Digital Work contract sent through the 90 Seconds Platform to contract freelancers and suppliers to perform Jobs on a Video Project. A Work Contracts contains the following information but is not limited to: Date, Timings, Price and Jobs.

Job: A Job is one or more tasks that need to be completed on the Video Project.

Freelancer or Supplier (or “you”): A Freelancer or Supplier is a person or organization who is approved to perform one or more Skills for 90 Seconds within the 90 Seconds Platform

90 Seconds Profile: The online profile issued to all Freelancers or Suppliers with a username and secure password allowing a Freelancer or Supplier access to the 90 Seconds Platform

Skill: A specific role and type of work that a Freelancer or Supplier has applied for and been approved for by 90 Seconds

Video Project: A Video Project is a project contracted by 90 Seconds to deliver Digital Assets to a Customer and/or Other Stakeholders

Customer: Is a customer of 90 Seconds

Stakeholder: A stakeholder is an organization or individual which has a relationship with 90 Seconds on a Video Project

Success Manager: A 90 Seconds Success Manager is a 90 Seconds person who liaises with the Customer and Freelancers or Suppliers and manages all the aspects of the Video Project on the 90 Seconds Platform to ensure a successful delivery.

Purchase to Publish: All the individual online stages that a 90 Seconds Video Projects goes through: Purchase, Plan, Shoot, Edit, Review and Publish.

Comment: Is a online message posted on the 90 Seconds Platform

Lead: A potential Customer who inquires about working with a Freelancer or Supplier met whilst contracting with 90 Seconds either on a Video Project or at a 90 Seconds Video Shoot

Local Freelancer or Supplier: A Local Freelancer or Supplier is a freelance or supplier who resides in Australia, New Zealand or the United Kingdom

International Freelancer or Supplier: An International Freelancer or Supplier is a freelancer or supplier who resides outside of Australia, New Zealand or the United Kingdom

Confidential Information: All information related to the Customers or 90 Seconds business including but not limited to, all details on the Video Project, Work Contract, Job, the 90 Seconds Platform, any information attached to the Video Project

Intellectual Property Rights: Includes all patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Confidential Information: Any information of a confidential nature (whether or not stated to be confidential or marked as such) which 90 Seconds or a Customer discloses to the Freelancer or Supplier, or which the Freelancer or Supplier obtains from any information disclosed to it by 90 Seconds or the Customer, either orally or in writing or by any other means, under or in connection with any Work Contract

Services

1. The Freelancer or Supplier will provide the services set out in the applicable Work Contract, and any related services incidental to those services.

2. 90 Seconds will pay the Freelancer or Supplier for their services in the manner and amount specified in the Work Contract and these terms.

3. The Freelancer or Supplier is engaged by 90 Seconds as an independent contractor and not as an employee, agent, partner or joint venturer.

Collaboration and Communication

1. Every Video Project is assigned a 90 seconds Success Manager who manages the project from Purchase to Publish to ensure a successful Video Project delivery.

2. All communication with the Customer must go through the 90 Seconds Platform as a Comment; any phone conversations must be recorded in detail on the 90 Seconds Platform as a Comment.

3. A Comment on the Video Project must always be the first option used to communicate with the Customer.

Customer Relationship and Interaction

1. The Customer is a 90 Seconds Customer and is not the Customer of the Freelancer or Supplier.

2. Freelancers or Suppliers are sub contractors of 90 Seconds and are contracted to complete a specific Work Contract or Work Contracts on a Video Project.

3. If you meet a Customer or Lead through 90 Seconds then you will only deal with them through 90 Seconds and will not approach them directly without agreement from 90 Seconds

4. You will represent 90 Seconds on all Video Projects and Video Shoots and will follow the 90 Seconds Brand Guide.

5. Whether on phone, email, in person or otherwise, you will always direct Leads and Customers to approved 90 Seconds resources, such as the 90 Seconds websites, YouTube channels, Social Media channels.

6. If a Customer requests to deal with you directly, you will tell them you would love to be their Freelancer or Supplier, and direct them to make you their ‘preferred’ Freelancer or Supplier on the 90 Seconds Platform.

Contracting and Payment

1. Work Contracts are issued, updated and maintained online in the 90 Seconds Platform. Any changes to a Work Contract are notified via email.

2. A Work Contract Price is the agreed amount that is to be paid for completion of the Work Contract. If the Video Project and Work Contract conditions are changed then adjustments may also be made to the price; this will always be notified via email and through communication from the Video Project’s Success Manager

3. By accepting the Work Contract you accept the conditions of the Work Contract, including but not limited to Price, Timing, Delivery and Quality. Failure to meet any of the Work Contract conditions may result in termination or a reduction of the Price of the Work Contract.

4. Work Contracts are paid on the 4th Friday following completion of the Work Contract.

5. A Work Contract is completed when all Jobs are completed within the Work Contract.

6. No advance payments of Work Contracts will be made before a customer has paid 90 Seconds.

7. If you are a Local Freelancer or Supplier you agree to payment being made via direct credit to the bank account detailed on your 90 Seconds Profile.

8. If you are an International Freelancer or Supplier you agree to payment being made via PayPal to the PayPal address on your 90 Seconds Profile.

9. GST is automatically applied if applicable and once a Freelancer or Supplier adds their GST/VAT number to their 90 Seconds Profile. By not including a GST/VAT number on your profile you forfeit all GST/VAT payments until your 90 Seconds Profile includes your GST/VAT number.

10. The Freelancer or Supplier is responsible for, and will pay on time and in full, all taxes and other levies relating to the Work Contract and any ancillary services provided to 90 Seconds (including income tax, GST and accident compensation levies). The Freelancer or Supplier hereby indemnifies and holds harmless 90 Seconds from all such taxes, levies and expenses. 90 Seconds does not take any responsibility for any tax obligations other than GST/VAT.

11. 90 Seconds will reimburse the Freelancer or Supplier for all expenses reasonably incurred by the Freelancer or Supplier in performing the Work Contract, provided that:

a. 90 Seconds has approved in writing the scope or details of any expenses before they are incurred; and

b. when the Freelancer or Supplier claims expenses from 90 Seconds it produces all relevant receipts and other supporting documentation to 90 Seconds.12. The Freelancer or Supplier will not be entitled to any other payments from 90 Seconds. Without affecting the generality of this provision, the Freelancer or Supplier acknowledges that there is no entitlement to payment from 90 Seconds for holidays, injury, sickness, bereavement, superannuation, redundancy or overtime.

Cancellations

1. 90 Seconds reserve the right to cancel any Work Contract for the following reasons:

a. Freelancer or Supplier fails to meet the conditions and expectations outline in their Work Contract or Video Project.

b. The customer cancels the Video Project.

c. A Freelancer or Supplier fails to adhere to the 90 Seconds Freelancer and Supplier Terms and Conditions.

d. Freelancer or Supplier engages in any physical or psychological abuse, or threatens, assaults, or harasses another person (whether sexually, racially or otherwise) during the performance of the Work Contract.

e. Freelancer or Supplier undertakes any other conduct, either during the performance of the Services or otherwise, that in the 90 Seconds’ opinion could damage 90 Seconds’ reputation or relationships.

2. In the event of a Freelancer or Supplier’s Work Contract being Cancelled due to the Freelancer or Supplier not meeting the conditions and expectations of the Work Contract or Video Project or failing to adhere to the 90 Seconds Freelancer and Supplier Terms and Conditions, 90 Seconds reserves the right to:

a. Withhold some of or all the payment of the Work Contract, even if the some of or all the Jobs of the Work Contract have been completed.

3. In the event of Customer cancellation of the Video Project resulting in cancellation of the Work Contract, 90 Seconds will:

a. Notify the contract Freelancer or Supplier as soon as reasonably possible of the cancellation.

b. Make good on any payments for any Jobs and Work Contracts already completed

c. Partial completion of a Job will result in a reasonable partial payment determined by 90 Seconds in its sole discretion using the following criteria.

i. How much work has been completed on the Job.

ii. The quality of the work.

iii. The speed at which the work was delivered

4. Upon termination of the Work Contract or upon 90 Seconds request at any other time, the Freelancer or Supplier will deliver to 90 Seconds all of the Digital Assets together with all copies thereof, and any other material containing or disclosing any Digital Assets, Third Party Information, or Confidential Information.

5. Upon request, and in any event at the end of any Work Contract, the Freelancer or Supplier will promptly deliver to 90 Seconds all property or material belonging to or concerning 90 Seconds which is in the Freelancer or Supplier’s possession or control. This includes any keys or access cards, and any hard-copy, audio or electronic documents that relate to 90 Seconds or contain confidential information or intellectual property

Digital Assets and Intellectual Property Rights

1. All ownership and rights of Digital Assets created under contract with 90 Seconds are with 90 Seconds.

2. The Freelancer or Supplier agrees that any Digital Assets created under contract with 90 Seconds will be the sole and exclusive property of 90 Seconds, and 90 Seconds will be deemed to be the author thereof. If the Freelancer or Supplier has any rights to such Intellectual Property Rights that are not owned by 90 Seconds upon the Freelancer or Supplier accepting the Work Contract, the Freelancer or Supplier hereby automatically irrevocably assign to 90 Seconds all rights, titles and interests worldwide in and to such Intellectual Property Rights.

3. The Freelancer or Supplier retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of 90 Seconds ownership in such Intellectual Property Rights. The Freelancer or Supplier hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Digital Assets and Intellectual Property Rights created.

4. If the Supplier or Freelancer wishes to use Intellectual Property Rights that cannot be assigned by the Freelancer or Supplier, the Supplier or Freelancer must first obtain 90 Seconds’ written approval. In any case, the Freelancer or Supplier hereby automatically upon accepting the Work Contract unconditionally and irrevocably grants to 90 Seconds during the term of such rights, an exclusive, irrevocable and perpetual use. The Supplier or Freelancer warrants that it has the power to grant such a licence.

Delivery

1. Delivery of all Digital Assets must be made within the stated Timings on the Work Contract and/ or the Video Project.

2. Delivery of Digital Assets must be made by uploading through or attaching to the associated Video Project.

3. Delivery of all Digital Assets must be made in formats specified by the Customer and/ or 90 Seconds.

4. Delivery of certain Digital Assets specifically Video Footage must be within acceptable size limits detailed within the associated Work Contract, Video Project and/or Related Material and Communications.

Confidentiality

1. You must keep confidential all Confidential Information, including in particular information relating to the following:

a. Any information provided to you by 90 Seconds or a Customer about a 90 Seconds Customer;

b. All commercially sensitive information about 90 Seconds, its process, systems.

c. All data including Customer or contact details, Video Projects, sales information and any other data you come into contact with through working with 90 Seconds;

d. All intellectual property specifically related to the 90 Seconds Platform.

e All access details to the 90 Seconds Platform

f. Any information regarding your Work Contract price

2. The Freelancer or Supplier will take all reasonable steps to preserve the confidentiality of the confidential information and the Freelancer or Supplier agrees to indemnify and hold harmless 90 Seconds including its related companies from all losses, damages and expenses (including legal expenses) which it may incur or sustain as a result of any unauthorised use or disclosure of the confidential information by the Freelancer or Supplier. This clause will continue to apply after termination of any Work Contract.

3. If you have administrative access, you must not show anyone the 90 Seconds Platform interface, and must lock any computer you access the 90 Seconds Platform on and log-out of the 90 Seconds Platform once finished using it.

4. The Freelancer or Supplier agrees that during the term of the Work Contract and thereafter, except as expressly authorized in writing by the Customer or 90 Seconds, the Freelancer;

a. Will not use or permit the use of Confidential Information in any manner or for any purpose not expressly set forth in the Contract;

b. Will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any Confidential Information to any third party without first obtaining 90 Seconds or the Customers express written consent on a case-by-case basis;

c. Will limit access to Confidential Information to Freelancers or Suppliers who need to know such information in connection with their work for the Customer; and

d. Will not remove any tangible embodiment of any Confidential Information from the Customer’s or 90 Seconds premises without Customer’s or 90 Seconds prior written consent.

Qualifications and Training

1. You agree that by accepting the 90 Seconds Terms and Conditions, that you will only submit qualifications that are truthful, accurate and any examples of your work used in your application is your own, and all your own unless otherwise stated by you in the online application process.

2. You agree that if you apply for any 90 Seconds Skills, that by applying and being accepted, that you are bound by the Online Terms of that specific Skill.

Brand Representation and Warranty

1. In carrying out the Work Contract, the Freelancer or Supplier will comply with 90 Seconds’, including the Success Manager’s, reasonable and lawful directions, and any 90 Seconds company policy as issued from time to time.

2. If asked by a Customer what your connection to 90 Seconds is, you will state that you are a 90 Seconds Freelancer or Supplier.

3. You will wear tidy clothing to all 90 Seconds Video Shoots and in person meetings.

4. The Freelancer or Supplier will carry out its obligations under the Work Contract in a prompt, efficient and diligent manner consistent with good professional practices and standards, and use all reasonable care, attention and skill in the performance of those obligations.

5. The Freelancer or Supplier will take all practical steps when providing the services to ensure its own health and safety and the health and safety of all third parties, including:

a. reporting to 90 Seconds anything that the Freelancer or Supplier believes is a hazard or a potential hazard to health and safety, or any event that gives rise or may give rise to the Freelancer or Supplier being charged with an offence under any applicable laws; and

b. not being under the influence of alcohol or drugs while performing the services

6. The Freelancer or Supplier warrants that;

a. The Digital Assets produced will be an original work of the Freelancer or Supplier and any third parties will have executed assignment agreement(s) consistent with these Terms prior to being allowed to participate in the development of the Digital Assets;

b. The Digital Assets produced will fully conform to the requirements and terms set forth on the online Platform, Work Contract, Job and the 90 Seconds Freelancer Terms and Conditions and

c. Neither the Digital Assets nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party;

d. Neither the Digital Assets nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances;

e. The Freelancer or Supplier will not grant, directly or indirectly, any rights or interest whatsoever of the Digital Assets to third parties;

f. The Freelancer or Supplier has full right and power to enter into and perform the obligations of the Work Contract without the consent of any third party.

Competitive or Conflicting Jobs

1. The Freelancer or Supplier agrees, during the term of the Work Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with the Freelancer or Supplier’s obligations under the Work Contract, including by providing services to a competitor of the Customer.

2. The Freelancer or Supplier warrants that there is no such contract or obligation in effect as of the Effective Date.

3. The Freelancer or Supplier further agrees not to disclose to, deliver to, or induce 90 Seconds to use any confidential information that belongs to anyone other than 90 Seconds, The Customer or the Freelancer or Supplier.

Indemnification

1. The Freelancer or Supplier will defend, indemnify, and hold harmless 90 Seconds against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against 90 Seconds including, without limitation, any legal fees or amount paid by way of settlement) in relation to any claim which is threatened, notified or commenced against 90 Seconds and that arises directly or indirectly out of any wilful or negligent act or omission of the Freelancer or Supplier in the course of the services under a Work Contract, or any breach of this contract by the Freelancer or Supplier. This indemnity will continue to apply after termination of this contract. Including in particular any claim;

a. Alleging that any Digital Assets that the Freelance or Supplier delivers pursuant to the Work Contract infringes upon any intellectual property rights.

b. Alleging that any Digital Assets that Freelancer or Supplier delivers pursuant to the Contract or the Job misappropriates any trade secrets, of any third party, or

c. Arising from the Freelancer or Supplier breaching the terms of this Agreement.

Privacy Policy

1. Both parties will comply with the 90 Seconds privacy policy, which can be found on our website http://90seconds.tv/privacy/

General Provisions

1. The Work Contract and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the jurisdiction which the 90 Seconds Controlling Organisation (AU, NZ, UK, JP, SG) resides, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The Freelancer or Supplier. hereby expressly consents to the personal jurisdiction and venue in the courts of the aforementioned state

2. Severability: If any provision of the Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

3. No Assignment: The Work Contract, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Work Contract will be binding upon assignees. Notwithstanding the foregoing, 90 Seconds may, without the consent of the Freelancer or Supplier, assign any rights and obligations under the Work Contract to an entity merging with, consolidating with, or purchasing substantially all its assets or stock. Any permitted assignment of the Work Contract shall be binding upon and enforceable by and against 90 Seconds and the Freelancer or Supplier successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the Work Contract.

4. Notices. Each party must deliver all notices or other communications required or permitted under the Work Contract to the other party by uploading it to the 90 Seconds Online Platform or via email to freelancers@90seconds.tv

5. Injunctive Relief. The Freelancer or Supplier acknowledges that, because its services are personal and unique and because The Freelancer or Supplier will have access to Confidential Information of 90 Seconds, any breach of the Work Contract or these Terms by The Freelancer or Supplier would cause irreparable injury to 90 Second for which monetary damages may not be an adequate remedy and, therefore, will entitle 90 Seconds to injunctive relief (including specific performance). The rights and remedies provided to each party in the Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

6. Waiver. Any waiver or failure to enforce any provision of the Work Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasions.

7. Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

Modifications

1. 90 Seconds may amend and/or modify these Terms & Conditions at any time by providing email notification to the email registered to your 90 Platform account.