Business Agreement

This Business Agreement, together with any Statement of Work (”SOW”) that may be attached, (”Agreement” or ”Services”) is made between X-Online (”Company”) and (”Customer”). This Agreement is a bind contract between the parties for only the Services called for, and is effective as of Thursday 5th of July 2012 (”Effective Date”).

1. PROJECT GOAL AND RELATIONSHIP OF PARTIES

Pursuant to this Agreement, Customer retains Company to perform the Services called for in this Agreement as well as any attached addendums that provide a statement of work to be performed. Both parties agree that they are, and shall continue to act, as independent contractors to each other and nothing in this contract will be construed as forming any agency, partnership, employer/employee, or joint venture between the parties. Company shall be responsible for determining the method, details, and means of performing the Services called for in this Agreement. Company shall use its own discretion in determining the best way to perform the Services based on Customer’s payment. In addition, both Parties agree that each shall be responsible for their own taxes and withholdings.

2. Description of Services

FACEBOOK MARKETING

Customer wishes to retain Company to perform certain Facebook Marketing, which may be further described in the attached Statement of Work but specifically include the following:

  • Obtain 1200 fans (including current fans) for Customer’s Facebook Page

Customer agrees to provide Company with all necessary logins, passwords, or other authorization in order to market Customer on Facebook. Company will assign administrators to manage, monitor, and moderate activity on Customer’s Facebook Page and may, but is not required, to take any action that would be necessary to ensure Customer’s reputation and financial well being.

Customer acknowledges that Company has no control over Facebook’s policies or other third parties that may interact with Customers Facebook Page or Website, and therefore Customer agrees to hold Company harmless for such changes that were out of the control of Company.

VIDEO MARKETING

Customer has retained Company to assist in creating and/or market videos in the following ways:

  • via third party websites like Youtube, Vimeo, etc. up to 10 websites per month
  • Write script for Customers Video
  • Provide Voice Over for Customers Video
  • Develop Video for Customer via text and graphics

Customer agrees and warrants that it has the right to use, and hereby conveys to Company that right, to utilize in the Video the Customer’s name, voice, image, graphics, or other information about the Customer (”Deliverables”). Such right includes the right to any intellectual property, likeness, or right to publicity it may have or the right to use another’s intellectual property, likeness, or right to publicity, with Customer indemnifying Company for any claim that may arise via the use of the Deliverables, including any claim of infringement or invasion of privacy.

Customer also agrees that if any video production is to take place at Customer’s place of business or a third party location (”Premises”) that it grants Company the complete control over access and use of the Premises in order to film, photograph, or depict any particular aspect of the Premises and that consent of no third party is required to use the Premises, or if it is that Customer has obtained such consent at its own expense and will indemnify Company for any loss, dispute, or claim that may arise from the use of the Premises.

Customer grants the right to Company to utilize any finished video for use in advertising, marketing, or promoting Customer in accordance with this Agreement. Customer understands and agrees that not all third party websites may accept Customer’s video and that Company will perform its duties on a ”best efforts” basis only.

Payment, Invoices, and Additional Services

Unless stated above, Customer shall render payment for Services within 3 day after having received an invoice or estimate from Company. Customer shall reimburse Company for all pre-approved costs. Customer is not required to provide Company with a valid credit card before any Services are performed.

In addition, Company may submit invoices to Customer for the Services, together with the written report of its performance. However, the failure of Company to invoice Customer for the monthly amount will not constitute a waiver of such fee and such fee is still due and owing as if it had been invoiced. All Service Fees shall be made payable via direct deposit to:

Pran Tiangbangloung
BSB: 062 005
Account number: 1035 1819

This Agreement will continue until cancelled, if allowed under this Agreement. Either party may terminate this Agreement within 14 days notice. Customer will be responsible for any Services that were rendered before such cancellation or were necessary in order to fulfill the Companies obligations.

Any Services that Customer requests or that Company would reasonably be required to perform in order to fulfill its obligations under this Agreement that are not contemplated for by this Agreement will be negotiated between the parties.

Restrictions, Representations, and Confidentiality

Both Parties shall at all times: (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations, and CAN-SPAM; and (ii) limit access to consumer information to those individuals who have a ”need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy.

Customer shall not use the Service or request that Company perform any Service that in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (iv) violates Search Engine Guidelines.

Both Parties represent and warrant that they own all the rights to any materials, deliverables, or similar that may be provided during the course of the relationship and that it does not infringe on the rights of any third party. Both Parties agree to indemnify and hold each other harmless in the event of a claim for infringement is made for any materials, deliverables, or similar that they warranted the had the rights to utilize.

Company and Customer agree that all business and trade information that is designated as confidential by the other party shall be maintained in the strictest confidence both during and after the term of this agreement so long as the information is confidential. Except as required by law, Company and Customer shall not reveal the confidential information of the other party to any third party.

Intellectual Property Rights

Each Party shall have full ownership rights in its own name, trademark, or copyrights that it considers to be ”proprietary” to its business (i.e. logo, trade name). If any part of this Agreement requires the Customer to provide images, graphics, text, or other information (”Client Content”) then such Client Content shall remain the property of the Client.

Company agrees to transfer and assign any and all applicable work it has created specifically for Client to the extent it can under applicable intellectual property law but only if there is no outstanding balance on Customer's account.

Customer further agrees that Company may use certain proprietary tools, software, or methods which remain the property of Company and Company grants permission to Customer to use proprietary tools, software, or methods.

MISC

The Parties may continue this Agreement after that time based on a new agreement. If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of NSW, Australia. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party.

This Agreement has been duly executed by the parties as of the Effective Date.

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