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General Terms and Conditions

CONTENT MATTERZ

Last Updated: July 10, 2023

  1.  ENTIRE AGREEMENT
    1.1. This Agreement contains the entire understanding between CONTENT MATTERZ and CLIENT with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed or implied, or oral or written.1.2. CONTENT MATTERZ and CLIENT shall each be hereinafter referred to as a “Party” and, collectively, as the “Parties”.
  2. ENGAGEMENT
    2.1. CLIENT engages the Services of CONTENT MATTERZ as an independent contractor to perform the Services described in the Order Form.2.2. This Agreement does not, and the Parties do not intend to, create any agency, joint venture, nor any partnership, nor any relationship of employer and employee between them or between each of them and the other Party’s employees. Each Party warrants that it shall not take action of any kind that is contrary to this express intention; and that if any such action is taken by any other person, each Party shall protect the integrity of this intention and this Agreement.2.3. CONTENT MATTERZ may accept similar engagements from other clients including those having similar business with CLIENT in terms of products and services.
  3. SERVICES RENDERED3.1. CONTENT MATTERZ will provide the services to CLIENT as detailed in the Order Form (the “Services”), with reasonable care and in a professional and workmanlike manner in accordance with this Agreement.
  4.  FEES4.1. CLIENT agrees to pay CONTENT MATTERZ the Fees specified in the Order Form, unless otherwise stated. Fees are exclusive of all applicable taxes and CLIENT is responsible for the payment of all taxes that may now or in the future be associated with this Agreement or CLIENT’s use of the Services (other than U.S. taxes based on CONTENT MATTERZ’s s net income). CLIENT may not withhold from or otherwise reduce the amounts paid to CONTENT MATTERZ hereunder on account of any such taxes. All payments by CLIENT shall be made in full and without any set-off or counterclaim.If CLIENT amends, rejects, cancels or interrupts any work in progress, it understands that payments involved as a result of its changes or cancellations shall be for its account and shall follow and adhere to industry terms, depending on what stage the project is cancelled, except in cases where such cancellation is due to the fault of CONTENT MATTERZ.4.2. Requests for additional services or modification of services above and beyond those Services listed in the Order Form shall be subject to additional fees. The parties shall execute an Order Form for any additional services or a Change Order for any modification to the services. Services that have become dormant for longer than forty-five (45) days will incur an additional fees and charges for resumption of work at the sole discretion of CONTENT MATTERZ.
  5.  PAYMENT TERMS AND BILLING CLIENT shall pay Fees in accordance with the Payment Terms and Billing Schedule specified in the Order Form. CONTENT MATTERZ will invoice CLIENT for services upon execution of this Agreement and will be due upon receipt of invoice.CONTENT MATTERZ will begin content work once the amount of down payment specified in the Order Form is paid by CLIENT.CONTENT MATTERZ upon CLIENT’s request may update CLIENT about CLIENT’s usage of content subscription amount and provide notice to CLIENT if the amount has already exceeded the agreed payment or subscription. CLIENT’s unused hours in a month can be rolled over but such unused hours should be consumed within a period of one (1) month only.In case of any dispute on CONTENT MATTERZ’s invoice, CLIENT shall have thirty (30) upon receipt of the invoice to dispute the said invoice, which shall be in writing and shall state the particulars of CLIENT’s comments and objections.  CONTENT MATTERZ, upon receipt of CLIENT’s comments, shall have thirty (30) to submit a revised invoice, if warranted, taking into account CLIENT’s comments, or in case CONTENT MATTERZ does not agree with CLIENT’s comments, a notice calling the Parties to a conference within [three (3)] days to settle the dispute over the invoice. The payment due date shall be reckoned from the date the revised invoice is sent by CONTENT MATTERZ. The Parties shall exert all efforts to amicably settle any dispute under this section.In case of a dispute over an invoice, Parties shall continue to act in accordance with this Agreement.
  6. LATE PAYMENTS6.1. CLIENT shall pay all invoices issued by CONTENT MATTERZ within thirty (30) days from receipt of the corresponding invoice, unless otherwise stated in the Order Form.6.2. If any invoice or part thereof remains unpaid at the due date for payment, such invoice will bear interest of one percent (1%) per month calculated on a daily basis from the day after the payment due date up to and including the date of payment of the invoice in full. A fraction of a month shall be considered as one (1) month.In case of CLIENT’s failure to pay on time, CONTENT MATTERZ reserves the right (i) to immediately suspend or stop the Services until the corresponding payment is received by; or (ii) immediately terminate this Agreement subject to Section 14.2 (a) (clause on termination).6.3. CLIENT agrees and understand that upon termination of Services or this Agreement, any finished materials and works done by CONTENT MATTERZ shall not be used by CLIENT if CLIENT has not paid CONTENT MATTERZ in full. CLIENT shall only have the right to use and own the materials and works until such time the CLIENT has paid CONTENT MATTERZ in full.
  7. CANCELLATION OF PLANS/ SERVICES7.1. Either party shall have the right to modify, reject, cancel, or stop any and all plans or work in process subject to a thirty (30) day prior written notice to the other party. However, CLIENT agrees to reimburse CONTENT MATTERZ for all costs and expenses CONTENT MATTERZ incurred prior to CLIENT’s change in instructions, and which relate to non-cancelable commitments, and the CLIENT shall defend, indemnify and hold CONTENT MATTERZ harmless for any liability relating to such action.
  8. OWNERSHIP8.1.  CLIENT shall own the visual elements that CONTENT MATTERZ will create under this Agreement. The visual elements shall be provided by CONTENT MATTERZ to the CLIENT through the final PDF and mp4 files of the works. CLIENT shall be solely responsible in keeping and storing the final PDF and mp4 files after CONTENT MATTERZ delivered them to CLIENT. CLIENT will own all designs resulting from the specific project in an applicable Order Form.8.2. CONTENT MATTERZ shall own and retain all right, title and interest in and to (a) the services and all source files and where applicable, the software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the services provided under an applicable Order Form and (c) all intellectual property rights related to any of the foregoing.

    8.3. CLIENT grants to CONTENT MATTERZ a revocable, non-transferable, and royalty-free license to perform the services and work contemplated under this Agreement.

    8.4. Nothing in this Agreement will function to transfer any of Party’s Intellectual Property to the other Party, subject to US laws, foreign laws, and international conventions. Each Party agrees not to engage in the use, copying, or distribution of the other Party’s Intellectual Property.8.5. Each Party shall take reasonable care to protect the Intellectual Property of the other Party from improper usage, such as, but not limited to, infringement, damage, colorable imitation, and other similar acts (“Improper Usage“) and shall notify the other Party of such Improper Usage not later than five (5) calendar days from the time a Party becomes aware of or discovers such Improper Usage.  Each Party shall have the right to seek and obtain an injunction to prohibit or restrain the other Party from using its Intellectual Property.

  9. REPRESENTATIONS AND WARRANTIES9.1. Each Party represents and warrants that:(a) it has full power and authority to enter into this Agreement and to perform all of its obligations hereunder without violating the legal or equitable rights of any third party; and(b) it has not failed to disclose any material fact that may affect the execution and performance of this Agreement during its effectivity.  A “material fact” is defined as one where, had a Party known of such fact either during the negotiation or at any time during the term of this Agreement, such Party would not have entered into this Agreement.9.2. CLIENT represents and warrants:(c) CLIENT warrants that its products and services are not illegal, immoral, or in any way against the law, good customs, morals, public order, and public policy.(d) CLIENT warrants that it complies with all applicable laws and regulations including without limitation laws and regulations on doing business, intellectual property, consumer protection, food safety, occupational safety and health, data protection, and food and drug administration.
  10. CLIENT’S OBLIGATIONS10.1. CLIENT shall be responsible for the accuracy, completeness, and propriety of information concerning CLIENT’s products and services furnished to CONTENT MATTERZ verbally or in writing in connection with the performance of the Services contemplated under this Agreement.10.2. CLIENT agrees to promptly provide all necessary information for the performance of the Services and to cooperate with CONTENT MATTERZ in expediting the work.

    10.3. CLIENT shall obtain releases, licenses, permits, or other authorization to use and publish content or work. CLIENT shall ensure that all elements of text, images, or other artwork that it provides are either owned by the CLIENT, or that CLIENT has permission to use them.

  11. CONTENT MATTERZ’S OBLIGATIONS11.1. CONTENT MATTERZ shall use all due care and observe best industry practice and standards in performing the Services.
  12. NO WARRANTY12.1. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 AND 10 ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND CONTENT MATTERZ DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

    12.2. CONTENT MATTERZ does not guarantee that Services and work related to them will be free from error or mistakes. Upon discovery of errors or mistakes, CLIENT shall promptly inform CONTENT MATTERZ in writing about the nature and circumstances surrounding the error or mistake. CONTENT MATTERZ shall be provided reasonable time to do the necessary work to rectify or correct the error or mistake. CONTENT MATTERZ shall not be held liable for any damages, including lost profits, lost savings or other incidental, consequential or special damages, arising from such error or mistake, provided that CONTENT MATTERZ’s error or mistake is made in good faith and in the absence of gross negligence and willful misconduct.

  13. CONFIDENTIALITY OBLIGATIONS13.1. Each party (“Receiving Party”) will treat as confidential and properly safeguard any and all information, documents, papers, programs, and ideas relating to the other party (“Disclosing Party”), its proprietary information, financial information, employee data, technical data, trade secrets or know-how, including but not limited to, research, product plans, products, customers, customer lists, prospect lists, suppliers, vendors, partners, reports, software (source code and object code), developments, inventions, processes, formulas, pricing models, methods, technology, designs, drawings, and other business information, disclose to the Receiving Party and designated by the Disclosing Party as confidential or which should be reasonably understood to be confidential (“Confidential Information”). Confidential Information does not include information which is known to either Party at the time of disclosure evidenced by written record or has become publicly known and made generally available through no wrongful act of the other Party or has been rightfully received from a third party who is authorized to make such disclosure. The Receiving Party shall inform the Disclosing Party of all requests for or inquiries into the Disclosing Party’s Confidential Information by third parties and shall only provide same when legally compelled to do so after notice to the Disclosing Party and providing the Disclosing Party with sufficient time to permit Disclosing Party to seek a protective order, and such disclosure shall not be deemed a breach of this section. This provision shall be effective two (2) years after the termination of this Agreement.

    13.2. Upon termination of this Agreement or upon a Party’s earlier request, the Receiving Party shall deliver to the Disclosing Party all of Disclosing Party’s property and all copies of Confidential Information in tangible or intangible form that the Receiving Party may have in its possession or control.

  14. TERM AND TERMINATION 

    14.1. This Agreement shall become effective as of Effective Date specified in the Order Form and shall continue for the duration of the project or until terminated by either Party upon not less than thirty (30) days’ notice in writing given by either Party to the other.Either Party to this Agreement may terminate the Agreement if the other Party:

    (a) defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default;

    (b) commits any serious or repeated breach of this Agreement, including failure to pay the Fees on the due date;

    (c) or any of its employees or agents commits an act of fraud, misrepresentation, dishonesty, or acts in a manner which, in the reasonable opinion of the terminating party, brings or is likely to bring terminating party into disrepute;

    (d) is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction; or(e) makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other Party.

  15. PAYMENT FOR NON-CANCELABLE MATERIALS 

    15.1. Any non-cancelable materials, services, or works that CONTENT MATTERZ have properly committed to purchase for CLIENT’s account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be solely paid by CLIENT, in accordance with the provisions of this Agreement. CONTENT MATTERZ shall exert necessary efforts to minimize such liabilities immediately upon written notification from the CLIENT.15.2. CONTENT MATTERZ will provide written proof, upon request of CLIENT, that any such materials and services, are non-cancelable.

  16. FORCE MAJEURE 

    16.1. No Party shall be liable for any failure or delay in the performance of its obligations under this Agreement in case of, but only to the extent caused by, any event of force majeure; provided, that the relief granted by this Section shall be available only if and to the extent the Party claiming relief has and continues to take all steps reasonably within its control to mitigate the effects of such force majeure event, and in no event shall late payment or non-payment of money due be excused.16.2. The Party seeking to rely on an event of force majeure to excuse failure or delay in the performance of its obligations shall notify the other Party as soon as reasonably possible of the nature of force majeure claimed and the extent to which the force majeure claimed affects the Party’s obligation under this Agreement, and such Party shall resume the performance of its obligations as soon as reasonably possible after the event of force majeure no longer exists.

    16.3. CONTENT MATTERZ shall not be held liable to CLIENT by reason of failure or delay in the performance of obligations or Services hereunder on account of failure or interruption on telecommunications, Internet or network, results of computer hacking, acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party.

  17. INDEMNIFICATION 

    17.1. Each Party (the “Indemnifying Party”) shall indemnify and hold harmless the other Party, its officers, directors, employees, sublicensees, customers, and agents (collectively, “Indemnified Parties”) from any and all claims, losses, liabilities, damages, penalties, fines, expenses, and costs (including attorney’s fees and court costs) (collectively, “Claims”) arising out of or in connection with: (i)  any breach of the Indemnifying Party’s systems or networks, including but not limited to unauthorized access, physical theft, malware, denial of service attack or other forms of data security incidents; (ii) gross negligence or willful misconduct of the Indemnifying Party, its employees, subcontractors, or agents; (iii) any person, firm, or corporation that may be injured or damaged due to any gross negligence or will misconduct of Indemnifying Party, its employees, subcontractors, and agent and (iv) any claim of infringement of the Deliverables or Services on the intellectual property rights of any third party. The Indemnifying Party shall, to the maximum extent permitted by applicable law, defend, indemnify and hold harmless the Indemnified Party against any and all claims or damages including reasonable attorneys’ fees and costs of court-approved settlements actually and necessarily incurred by Indemnified Party in connection with the defense of any action, suit or proceeding and in connection with any appeal, which has been brought against Indemnified Party by an employee, or agent of the Indemnifying Party. The foregoing indemnification obligations are conditioned on the Indemnified Party giving Indemnifying Party written notice of any such Claim and allowing Indemnifying Party to participate in the defense thereof at its expense.

  18. LIMITATION OF LIABILITY 

    18.1. EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS AND BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY AND ITS AFFILIATES, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLAIMS ARISING FROM EACH PARTY’S (A) NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT REPRESENTATION (B) INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BROUGHT BY THIRD PARTIES AND (C) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF CONTENT MATTERZ PURSUANT TO THIS AGREEMENT AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY CLIENT WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL  NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT WITHIN THE 12 MONTHS PRECEDING THE CLAIM. FOR CLAIMS ARISING FROM BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT THE MAXIMUM AGGREGATE LIABILITY OF CONTENT MATTERZ PURSUANT TO THIS AGREEMENT AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY CLIENT WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THREE TIMES (3X) THE TOTAL FEES PAID BY THE CLIENT TO CONTENT MATTERZ WITHIN TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR CLAIMS ARISING FROM INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BROUGHT BY THIRD PARTIES, THE MAXIMUM AGGREGATE LIABILITY OF CONTENT MATTERZ PURSUANT TO THIS AGREEMENT AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY CLIENT WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL  NOT EXCEED THREE TIMES (3X) THE TOTAL FEES PAID BY THE CLIENT TO CONTENT MATTERZ WITHIN TWELVE (12) MONTHS PRECEDING THE CLAIM OR NO LESS THAN $2,000,000 PER CLAIM OR IN THE AGGREGATEAS PROVIDED BY ITS INSURANCE POLICY, WHICHEVER IS HIGHER.

  19. NON-SOLICITATION 

    19.1 During the period commencing on the Effective Date and ending one year following the Termination Date, CLIENT shall not, without CONTENT MATTERZ’s prior written consent, directly or indirectly (i) solicit or encourage any key person or employee of CONTENT MATTERZ who generally has an exposure the applicable Services to leave the employment  or other services of CONTENT MATTERZ or (ii) hire, on behalf of the CLIENT or any other person or entity, any key person or employee of CONTENT MATTERZ who generally has an exposure to the applicable Service and who has left the employment within the one year period following the termination of that person’s employment with CONTENT MATTERZ or any of its affiliates, provided, however, that a genera advertisement to which key person who generally has exposure to an applicable Service and to which or he or she responds shall in no event be deemed to result in a breach of this Section. During the period commencing on the date hereof through and ending one year following the Termination Date, CLIENT will not, whether for its own account of or the account of any other person, intentionally interfere with the relationship of CONTENT MATTERZ or its affiliates with, or endeavor to entice aways from CONTENT MATTERZ or its affiliates, any person who during the term of this Agreement is, or during the preceding one-year period, was an agent, contractor, subcontractor, co-investor, co-developer, joint venturer or other customer of CONTENT MATTERZ or its affiliates.

  20. GOVERNING LAW AND FORUM 

    20.1. This Agreement and any dispute arising out of or related hereto, without regard to its conflicts of laws or the United Nations Convention on the International Sale of Goods, shall be governed and construed in accordance with the laws of Washington. The state and federal courts located in Washington will have exclusive jurisdiction over any dispute relating to this Agreement, and each Party consents to the exclusive jurisdiction of those courts.

  21. OTHER PROVISIONS21.1. This Agreement is not assignable, transferable, or sublicensable by either Party without the prior written consent of the other, which shall not be unreasonably withheld, provided that such consent is not required in case of assignment to a successor by way of an asset sale, merger, change of control or operation of law where the acquiring entity assumes all liabilities, responsibilities, and obligations of the assigning entity hereunder. Any other attempted assignment, transfer, or sublicense shall be void. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

    21.2. None of the provisions of this Agreement shall be considered waived unless such waiver is expressly made in writing and signed by the duly authorized representative of the waiving party.  No such waiver shall be construed as a modification of any of the provisions of this Agreement or as a waiver of any past and future default or breach hereof, except as expressly stated in such waiver.

    21.3. The remedies and reliefs granted under this Agreement and the law shall be deemed cumulative and may, therefore, be availed of by the Parties simultaneously or separately.

    21.4. If any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

    21.5. Provisions which, by their nature, are intended to survive the termination of this Agreement shall continue to be in full force and effect following such termination.  The termination of this Agreement shall be in addition to and not in lieu of other rights and remedies of the Parties under this Agreement and existing provisions of law.

    21.6. All communications and notices required in this Agreement shall be in writing and shall be delivered to the addresses stated in Order Form. Notices may be given, and shall be deemed received:
    (i) by registered post: on receipt of delivery by postal authorities;
    (ii) by hand: on delivery; and
    (iii) by email: on receipt of delivery.21.7. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which taken together shall constitute one and the same instrument.