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Content Assignment Agreement

Content Assignment Agreement

These terms and conditions set out the basis on which you can upload, submit or otherwise provide Content (defined below) to Pet Culture Group Pty Limited (ABN: 69 644 613 098) of 1 Woolworths Way, Bella Vista, NSW 2152, its successors, affiliates, licensees and assigns (‘PetCulture’).  By clicking the ‘I accept’ button or otherwise submitting Content, you agree that you have read, understood and will be bound by this Content Assignment Agreement. 

1. Content and Discount

You will upload, submit, or otherwise provide textual, visual or audio-visual content in whatever form to PetCulture (the ‘Content’) via PetCulture’s official Facebook page (as seen at https://www.facebook.com/PetCultureAu) (the ‘Page’) for at least 48 hours or longer and as a standalone post (ie not part of a montage consisting of two or more items of Content).  

By uploading, submitting or otherwise providing the Content to PetCulture in accordance with this clause 1 and assigning your rights in the Content in accordance with clause 2 of this Agreement, PetCulture may decide, in its sole discretion, to feature your Content on its social media, website or otherwise. 

If PetCulture features your Content, PetCulture will provide to you by email a single use, unique code which you can redeem for a 20% discount on select goods or services on PetCulture’s website (www.petculture.com.au) (‘Discount’).  PetCulture will notify you of the Discount via email, by phone or social media. The Discount cannot be combined with other gift vouchers or any other coupon or promotional codes. The Discount cannot be used to obtain a discount on PetCulture gift cards, delivery fees and comprehensive insurance. 

By shopping with PetCulture, you agree to the PetCulture online purchase terms and conditions at https://www.petculture.com.au/terms-conditions.  The Discount is valid for sixty (60) days from the date of issue.  PetCulture is not obliged to use the Content and in the event that the Content is not used, PetCulture is not required to issue the Discount.  For the avoidance of doubt, should the Content be shared on any other properties owned by or run by PetCulture, the Discount will not be issued. 

2. Assignment.

With effect on and from the date you upload or submit the Content to PetCulture (‘Assignment Date’), you assign absolutely to PetCulture (free of all encumbrances) and PetCulture accepts the assignment of your full right (including Intellectual Property Rights), title and interest in and to the Content. Further, you assign absolutely to PetCulture (free of all encumbrances) and PetCulture accepts the assignment of any and all common law rights and remedies in relation to the Content; and all claims, demands, causes of action for infringement or otherwise, whether past or present, against any third party, and all rights to costs, damages, profits or other remedy that may be available in respect of the Content. 

3. Publicity.

You grant to PetCulture the right to publicly issue details relating to the Content or any other information relating to you  (including but not limited to your name, photograph(s), likeness or other details about you). If you have uploaded, submitted, or otherwise provided Content to PetCulture in accordance with clause 2, you and your associates will not publish such Content and related materials or copies anywhere else.  

4. Other parties.

Without limiting clause 2, to the extent that any Content is owned by a person other than yourself, you must: 

  1. procure that the owner of the relevant Content assigns directly to PetCulture all of that owner's present and future right, title and interest in and to the Content;
  2. procure that the owner of the Content and its associates will not publish such Content and related materials or copies anywhere else; and
  3. procure that the owner of the Content and its associates do all the things required of you under clauses 5 and 6.

5. Assistance.

To perfect PetCulture’s ownership of the Content and assist with releases from any Moral Rights, you must do all things and give all assistance required by PetCulture  (and procure that your associates do likewise), including without limitation: 

  1. execute any documents reasonably requested by the PetCulture; and 
  2. appoint PetCulture to be your attorney in your name and on your behalf to execute documents.

6. Moral rights. 

To the full extent permitted by law, you (and you must procure that all Authors do likewise): 

  1. irrevocably and unconditionally waive all your Moral Rights in relation to the Content; and 
  2. consent to PetCulture (and PetCulture’s successors, licensees or any other person authorised by the PetCulture):
    (i) not identifying, mentioning or acknowledging you, whether by act or omission, as an author of any relevant part of the Content;
    (ii) altering or modifying the Content including by combining elements of any of the Content with any other material;
    (iii) using the Content in any context and in any way it sees fit; and
    (iv) engaging in any act or omission in relation to the Content that would otherwise infringe its Moral Rights.  You acknowledge that the consents which have been given under this clause 6 are given genuinely, freely and voluntarily without duress. 

7. Warranties.

You warrant and undertake to PetCulture that: 

  1. you are the sole legal and beneficial owner of the Content and it is properly registered as the applicant or proprietor;
  2. all application, registration and renewal fees in respect of each of any Content has been paid;
  3. you have not assigned or licensed any of the rights under the Content;
  4. the Content is free from any encumbrances;
  5. you are unaware of any infringement or likely infringement of, or any challenge or likely challenge to the validity of, any of the Content or of anything that might render any of the Content invalid or subject to a compulsory licence order or prevent any application in the Content proceeding to grant;
  6. exploitation of the Content will not infringe the rights of any third party;
  7. all previous assignments of the Content are valid and were registered within applicable time limits;
  8. all Authors have consented in favour of the PetCulture to any act or omission which would otherwise infringe the Author's Moral Rights;
  9. all information provided by you to PetCulture is true, accurate and not misleading;
  10. all individuals featured in the Content have provided full consent to their inclusion in the Content and you have obtained all required consents, permissions and image/appearance releases from any individuals, groups, parties or locations, so that you are able to grant the rights granted herein, including (but not limited to) our right to use, exhibit, distribute, exploit, sub-license, reproduce and/or edit (without limitation or restriction) such persons’ names, voices, likenesses, appearance and performances contained in the Content; and
  11. you have used your reasonable endeavours to ensure that the Content does not contain any viruses or malware. 

8.  Undertakings.

You undertake to PetCulture not to: 

  1. commence any opposition, revocation, infringement, strike off or removal actions in respect of the Content;
  2. challenge, or in any way oppose, PetCulture’s ownership of the Content, use of or commercialisation of the Content in any manner, or registration or application for registration of the Content; or
  3. assist or encourage any other person to do anything referred to in subparagraph 1 or 2; or 3 be involved in any capacity in doing anything referred to in subparagraph 1 or 2.  

9. Indemnity.

Except to the extent that a Claim or Loss is caused by or contributed to by any act, omission, negligence or default of PetCulture, you indemnify PetCulture (and any parties authorised by PetCulture to use or exploit the Content) from and against any Claim against PetCulture, or Loss suffered or incurred by PetCulture to the extent caused by:

  1. any breach of the warranties in clause 7; or
  2. any Claim made by a third party that the Content infringes the Intellectual Property Rights or other protected rights of that party.  At the request of PetCulture and at your own expense, you will provide all reasonable assistance to enable PetCulture to resist any claim, action or proceedings brought against PetCulture as a consequence of any breach of this Agreement.  

10. General. 

This Agreement constitutes and sets out the entire agreement between the parties about its subject matter and supersedes and extinguishes all previous communications, representations, understandings or agreements between the parties (whether written or oral) relating to its subject matter. 

This Agreement is governed by the laws in force in New South Wales and you submit to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with this Agreement.

By clicking ‘ACCEPT’ in relation to this Agreement, you agree to be bound by the terms and conditions set out in this Agreement.

11. Definitions. 

  1. Author’ means a natural person who has Moral Rights in relation to the Content or related materials.
  2. Claim’ means a claim, action, proceeding, judgment or demand made or brought by or against a party, however arising and whether present, unascertained, future or contingent.
  3. Intellectual Property Rights’ includes all copyright and analogous rights, all rights in relation to inventions (including patents), designs, trade marks, plant varieties, circuit layouts, confidential information (including trade secrets and know-how) and all other rights throughout the world resulting from intellectual activity in the industrial, scientific, literary or artistic fields, whether existing now or in the future and whether or not registered or registrable, and all rights to register, rights in applications for the registration of and rights to extend or renew the registration of any of the foregoing.
  4. Loss’ includes any loss, liability, cost, expense, damage, charge, penalty, outgoing or payment, however arising and whether present, unascertained, future or contingent but excludes indirect and consequential loss. 
  5. Moral Rights’ means the rights conferred by Part IX of the Copyright Act 1968 (Cth) and any similar rights existing or that may come to exist anywhere in the world.