These Terms & Conditions and its Appendixes (“T&C”) form standard terms under which MCNAsia Agency Pte Ltd (“mcn”) does business with the undersigned (the “Client”) who requests mcn services in connection with the Digital Agency Services (“Deliverables”). These T&C are incorporated by reference and attached as an annexure to a Service Level Agreement and/or a Term Sheet and forms part of the agreement between mcn and the Client (the “Agreement”).

1. Definitions. In the Agreement: (a) “Service Level Agreement” means any document relating to the contracted delivery time of the service or performance mutually agreed to and signed by the parties’ authorized representatives; (b) “Term Sheet” means any document relating to supply of Inventory, deliverables or services mutually agreed to and signed by the parties’ authorized representatives; (c) “Inventory” means the agreed amount and type of advertising space on a Third-party Publisher Site which mcn agrees to sell to the Client; (d) “Advertisement” means the final advertisement displayed on a Third-party Publisher Site; (e) “Campaign” means the Client’s advertising campaign in connection with the Advertisement; (f) “Third- party Publisher Site” means a website or other properties (including any media, devices or networks now known or hereafter developed) operated or owned by a Third-party Publisher;

   (g) “Third-party Publishers” means a third party with whom mcn has purchased or secured rights to Inventory; (h) “Third-party Publisher Policies” means guidelines, technical specifications, legal terms, codes, policies and any other requirements a Third-party Publisher may impose in respect of Advertisements on the Third-party Publisher Site or Third-party Publisher Inventory; (i) “Client Content” means content provided by Client to mcn for use in delivering Advertisements on a Third-party Publisher Site; (j) “Order” means a purchase order, request, or other document issued by a Client requesting for supply of Inventory; (k) “Deliverables” means any work product, services, deliverables or Content that is supplied or procured by mcn under this Agreement.

2. Documents Forming the Agreement. The Agreement consists of the following documents: (i) these T&Cs together with its Appendixes, (ii) any Service Level Agreement (“SLA”) executed by the parties relating to the Campaign; and (iii) any Term Sheet relating to the Campaign. Unless the parties expressly agree in writing to the contrary in respect of a particular document or clause, the documents forming this Agreement will prevail in the following order of priority, namely that: (i) the SLA will prevail in the event of a conflict with either the Term Sheet or these T&Cs; and (ii) Term Sheet shall prevail in the event of a conflict with these T&Cs; and each case of (i) and (ii), only to the extent necessary to resolve the conflict. These T&Cs, SLA and the Term Sheet form the entire understanding between the parties, superseding all prior and concurrent promises, representations, negotiations, discussions and agreements  in connection with its subject matter. No revision or modification is effective unless in writing and signed by both parties.
   
   
3. Third-Party Publishers and Third-Party Inventory. Client acknowledges and agrees that: (i) mcn is an independent contractor to the Client; (ii) neither Third-party Publishers nor mcn have any authority to represent or bind the other; (iii) the Third-party Publishers retain complete control or discretion over the Third-party Publishers’ sites including, without limitation, the availability of Inventory, placement of Advertisements, design, layout, look and feel of the Third-party Publishers’ sites; (iv) the Third-party Publishers may, in its sole and absolute discretion, redesign, delete or replace any section or part of the Third-party Publishers’ Site on which Advertisements may be displayed, including, without limitation, removing an Advertisement. mcn accepts no liability arising from acts or omissions of the Third-party Publishers in connection with Clause 3 (iii) and (iv). mcn does not warrant that the Third-party Publishers’ Site is satisfactory to or meets the Client’s objectives. (v) Neither mcn nor its associate of companies are in any way affiliated or associated with any of its service providers or any other publishers.
   
   
   
4. Delivery Statistics & Reporting. The parties agree that the measurements, statistics, reports and records provided to mcn by Third-party Publishers and all figures derived therefrom are conclusive as it pertains to the Deliverables. The Client acknowledges that all Deliverables provided is obtained from Third-party Publishers Sites believed to be reliable and that no guarantees are made by the Third-party Publishers and mcn as to its accuracy, completeness and timeliness. The Client agrees not to hold the mcn liable for any decision made based on the use of such Deliverables, or any liability that may arise due to delays or interruptions in the delivery of the Deliverables for any reason.

    

5. Work Hours. The SLA or Term Sheet may contain a project schedule detailing relevant dates for delivery or rendering of Deliverables, services or other milestones in connection with this Agreement. The project schedule is based on a 5-day week and is not inclusive of public holidays of Singapore or the country of origin where the Term Sheet is signed. In the absence of a project schedule, mcn shall use reasonable efforts to deliver or render such Deliverables or services at such reasonable times taking into account any limitations or restrictions on time and the scope of work in accordance with the standard of a reasonable service provider. mcn shall not be liable to Client in any way for: (i) any delay caused or contributed to by Client or any cause reasonably outside the control of mcn, (ii) any failure by Client to comply with applicable law, regulations, licensing requirements, Third-party Publisher’s Policies, or any Third-party terms and conditions affecting the execution of any Campaign, the use of Advertisements; or (iii) an event of force majeure as referred to in this Agreement. In the event of any delay referred to in (i) and (ii) as aforesaid, the parties agree that mcn may require, and Client will agree to (if required), any or more or all of the following: (a) a revised project schedule issued by mcn to facilitate the completion of any services and supply of Deliverables contemplated under the Agreement; (b) the addition (and payment for such addition) of resources as mcn may require; and (c) extension of grace periods of up to and no more than a total aggregate of thirty (30) days. Other than as stated, the parties agree that for the purposes of this Agreement, time is not of the essence and no liquidated damages or any compensation are payable from one Party to the other in the event that a deadline in any project schedule is not met.

    

6. Standards of Service & Deliverables. mcn warrants that it shall perform its services with reasonable care and skill and that the Deliverables will perform substantially in accordance with any written specifications (or, in the absence of such specifications, in accordance with a reasonable standard taking into account the circumstances of supply and the nature of the Deliverables or services supplied). Subject to compliance with acceptance procedures for services and Deliverables referred to in the Agreement, if the services or Deliverables do not meet the warranty, mcn shall, for no additional charge, and as a sole and exclusive remedy to the Client, carry out any additional work necessary in order in reasonable time to ensure that such services or the Deliverables substantially comply with such specification.
   
   
   
7. Ownership of Intellectual Property Rights in Deliverables, and mcn Trademarks. Parties agree that right title and interest in any and all intellectual property rights in any Deliverables or any work product arising from or in connection with this Agreement, including but not limited to all design, applications, websites, and any deliverables source code developed under this agreement remain the property of mcn and shall vest in mcn. Such vesting shall not extend to any pre-existing intellectual property rights owned by Client or third parties in any Content and is subject to any terms mcn may have agreed with a third party in respect of mcn Content which is sub-licensed by mcn to Client. Notwithstanding the foregoing, Client retains intellectual property rights in any pre-existing Client Content supplied under this Agreement. mcn’s trademarks may appear on the packaging, documentation or on any user interface of any Deliverables or subject matter supplied by mcn under this Agreement. Nothing in this Agreement shall be deemed to be grant of rights to the Client to use such marks in any way. Client acknowledges mcn’s sole ownership of mcn’s trademarks and all associated goodwill arising from their use. Client will not adopt, use, or register any corporate name, trade name, trademark, domain name, service mark or certification mark, or other designation that violates mcn’s rights in such marks. Client agrees that mcn shall have the sole right to, and in its sole discretion may control any action concerning such trademarks. Database of contest registrants will be automatically and irrevocably removed from mcn servers latest by the 60th day of campaign end date. Full database will be passed on to the Client as soon as practicable at the end of the campaign and mcn will not be liable including but not limited to the contest registrants’ database and information, personal data protection requirements and others once the database has been passed on to the Client. Requests related to database support therefore will not be accepted after the 60th day of the campaign end date or transfer of the database to the client – whichever is earlier.

    

8. Client Content & Campaign. The Client must undertake its own due diligence in respect of the Third-party Publisher Site Policies. Clients must deliver Client Content to mcn which will result in Advertisements that comply with Third-party Publisher Policies and on or before any timelines stated in any Term Sheet or by mcn in writing. In the event of a delay: (i) mcn shall not be responsible for loss damage or claims arising therefrom; (ii) Client shall not be relieved of its payment obligations to mcn under this Agreement; and (iii) mcn is under no obligation to issue credit or replacement Inventory. Client is responsible for all fees and expenses, and for procuring all associated technological requirements and legal permissions required for display of “rich media” Advertisements. mcn may refuse to use, transfer, deploy or display any Client Content that does not comply with Third-party Publisher Policies and may charge Client any loss, costs and expenses arising from such refusal (including lost revenue on or charges for any Inventory procured or held by mcn pending receipt of acceptable Client Content). Client’s Campaign must start on an agreed date or if there is no agreed date, within three (3) months of either: (i) mcn’s acceptance of an Order, or (ii) the signing of a Term Sheet by mcn. Unless solely due to mcn’s default, if the Campaign does not commence by the required start date,mcn is entitled to re-price the Inventory to be delivered, and to apply the monies paid to or retained by mcn against the revised sums and in the event of a shorfall, Client is to make advance payment of the same or of the new sums by such time as mcn requires failing which mcn is under no obligation to deliver Inventory or execute the Campaign. The Client grants authority to submit the web site pages being promoted to search engines and directories.
   
   
   
9. Licenses and Indemnification. Client represents and warrants it has authority to grant and hereby grants to mcn and the Third-party Publisher all necessary rights, consents and waivers to use the entire Client Content and subject matter of Client Content for the purposes of this Agreement including Advertisements. Client represents and warrants that any messaging, statements or claims made in any Client Content is not defamatory and complies with Third- party Publisher Policies, applicable law, regulations and advertising codes, (including without limitation, confidentiality or privacy obligations, and truth-in-advertising requirements). Client will indemnify, defend and hold harmless mcn and its employees, representatives, agents and third parties, against all loss, liability, damages and expenses of any nature (including legal fees) incurred in connection with any claims (including but not limited to Third-party Publisher) arising out of or in connection with a breach of the warranties in this clause.

    

10. Confidentiality. Each Party undertakes to the other Party that it shall (and shall procure that its agents and where applicable its officers and employees shall): (a) not, without the prior written consent of the other Party, use or disclose to any person Confidential Information it has or acquires; and (b) make every effort to prevent the use or disclosure of Confidential Information. The confidentiality obligation under this clause shall not apply to: (a) any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the receiving Party; (b) any information which is required to be disclosed pursuant to any applicable laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council); (c) any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere; and (d) any information disclosed by each Party to its bankers, financial advisers, consultants and legal or other advisers for the purpose of this Agreement. The obligations contained in this clause shall endure for a period of ten (10) years after the expiration or cancellation of this Agreement, except and until any Confidential Information or third party Confidential Information enters the public domain as set out above. For the purposes of this Agreement, “Confidential Information” means the terms of this Agreement, and any non-public information that either party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, and any trade secret or other information of the disclosing party, whether of a technical, business or other nature (including information relating to Content, business plans, purchasing, accounting, finances, marketing plans, and information about the disclosing Party’s customers, suppliers, employees, prospects or other affairs). Without prejudice to the generality of the foregoing, Confidential Information also includes any information that has been made available to the disclosing Party by third parties that the disclosing Party is obligated to keep confidential. Confidential Information does not include any information that the receiving Party can prove: (i) is righfully received from a third party without breach of an obligation of confidentiality owed to the disclosing Party; or (ii) is independently developed by the receiving party without any use or reference to the Confidential Information of the disclosing Party.
    
    
    
11. Subcontractors. mcn may appoint such subcontractor as it may consider appropriate for the supply, procurement or delivery of any services or Deliverables. The appointment of such subcontractors will not relieve mcn of its duties under this Agreement to the Client.
    
    
12. Disclaimer of Warranties. Except as expressly provided in this Agreement, neither Party makes any representations or warranties whether implied by law or arising out of course of dealing, course of performance or usage of trade. Without limiting the foregoing, mcn shall have no liability for fraud or improper actions of third parties. mcn specifically disclaims and makes no warranties that any of the deliverables, inventory, advertisements or services supplied or procured by mcn do not infringe third-party intellectual property or proprietary rights.

     

13. Limitation and Exclusion of Liability. Notwithstanding anything stated in this Agreement (including without limitation, the T&C, and any applicable Term Sheet or SLA), even if mcn has been advised of the possibility of such loss, to the extent permissible under applicable law, and excluding damages and loss for personal injury and death: (a) mcn’s total aggregate liability for any loss or damage of any kind arising out of or connection with this agreement is limited to the value of this Agreement; and (b) mcn shall have no liability for fraud or improper actions of third parties; and (c) mcn will not be liable to client or any other party for: (i) damages for lost profits, business interruption, or loss; (ii) unauthorized access to third-party networks or disclosure of third-party personal information, (iii) any indirect, incidental, consequential, special or exemplary damages, and (iv) any loss or claim of any kind arising out of or relating to claims of infringement of third-party rights (of any nature). Where the laws of certain jurisdictions prohibit or render illegal, invalid and/or unenforceable this exclusion or limitation, such exclusions or limitations will apply only to the extent that such exclusions and limitations are not prohibited or rendered illegal, invalid and/or unenforceable. In the event that mcn fails to deliver the Deliverables by the end of the period specified in the Agreement, any portion of the Agreement, sole and exclusive remedy is limited to a pro-rata refund of the charges representing the undelivered portion. Notwithstanding anything stated in this Agreement, neither party will be liable to the other party for damages for lost profits, business interruption, loss of or unauthorized access to information, or for any indirect, incidental, consequential, special or exemplary damages.

     

14. mcn Indemnities. Each party, at its own expense, agrees to indemnify, hold harmless and at the other’s option, defend the other (including its third-parties, licensors, officers, directors, employees, agents, and representatives) from and against any third-party claims relating to losses, claims, damages, liabilities, judgments, settlements or costs and expenses, (including reasonable attorneys’ fees) associated with, or resulting from, the indemnifying party’s material breach of the Agreement (including representations and warranties).

     

15. Illegality and Severability. The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

     

16. Remedies & Waivers. No failure on the part of either Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. Either Party may release or compromise the liability hereunder of any other Party or grant to any such Party time or other indulgence without affecting the liability of any other Party hereunder.

     

17. Force Majeure. Save as is otherwise specifically provided in this Agreement, the parties shall not be liable for failures or delays in performing their obligations hereunder arising from any cause beyond their control, including without limitation, acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, governmental restrictions, wars, riots, earthquakes, storms, typhoons and floods and in the event of any such delay. 

    Any extension of time for performance due to a force majeure event shall not exceed a specified duration (e.g., 30 days) unless otherwise agreed in writing by both parties. If the force majeure event continues beyond this period, either party may terminate the Agreement without penalty.

18. Non-Solicitation. The parties agree that they will not whether directly or indirectly, on their respective account or in conjunction with or on behalf of any other person or entity at any time during duration of any of the parties’ obligations under this Agreement and for a period of six (6) months after the termination of this Agreement howsoever occasioned, persuade, induce, solicit or entice away, or attempt to persuade, induce, solicit or entice away from the other party any person who is an employee or member of staff of the other party whether or not such person would commit a breach of his contract of employment by reason of leaving such employment. In the event any mcn employees are recruited by the Client during duration of any of the parties’ obligations under this Agreement and for a period of six (6) months after the termination of this Agreement howsoever occasioned, then Client is to promptly pay mcn US$10,000 (ten thousand United States Dollars) or 30% of their last contract value, whichever is higher.

     

19. Survival. Clause 7 (Ownership of Intellectual Property Rights in Deliverables, and mcn trademarks), Clause 10 (Confidentiality) and Clause 13 (Limitation and Exclusion of Liability) shall continue to take effect after the termination or expiry of this Agreement or any of the Client’s rights hereunder without limit in point of time.

     

20. Warranty. Save as expressly set forth in this Agreement, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

     

21. Notices. mcn may give notices to the Client through email to the address provided by the Client. Client must ensure that its contact and account information is current and correct, and promptly notify mcn in writing of any changes to such information. Client will send all notices to mcn via recognized overnight courier or certified mail, return receipt requested, to: MCNAsia Agency Singapore Pte. Ltd. c/o One-North Residence, 9 One-North Gateway, #01-45 Singapore 138643.

     

22. Governing Law & Arbitration. The Agreement will be governed by, and construed in accordance with, the laws of Singapore, excluding the Agreement’s conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules shall be deemed to be incorporated by reference in this Agreement. The arbitral tribunal shall consist of a single arbitrator to be appointed by the Chairman of the SIAC. The decision or award of the arbitrator shall be final and binding upon the parties. The language of the arbitration shall be in English.

     

23. Agreement Controls. In case of conflict between these T&Cs and any terms and conditions or any agreements signed between the parties pertaining to the concerned Deliverables before or after the effective date of this T&Cs, the clauses of this T&C shall prevail.
    
    

Appendix A – Online Media Services

These appendices form part of the Standard Terms and Conditions for use of mcn Digital Agency Services entered into between mcn and the Client.

1. Definitions. In the Agreement: (a) “CPM” means cost per thousand impression basis; (b) “CPV” means cost per view basis; (c) “CPC” means cost per click basis; (d) “CPE” means cost per engagement basis; (e) “CPF” means cost per fan basis; (f) “Delivery Target” means the agreed CPM, CPV, CPC, CPE, CPF target (as the case may be) for any Inventory to be delivered; (g) “Rich Media” means products and services on digital computer-based systems which respond to the user’s actions by presenting content such as text, graphics, animation, video, audio, games, etcetera; (h) “Campaign” means any digital or non-digital activity including but not limited to Display, Search, Video advertisements.

    

2. Documents Forming the Agreement. From time to time, the Client may issue an Order to mcn requesting the supply of Inventory. If mcn accepts the Order, the Agreement consists of these T&Cs and the Order. Notwithstanding anything stated in the Order, the T&Cs apply exclusively and the Order only applies for description of: (a) Client Content to be delivered to mcn; (b) amount, type and Delivery Target of Inventory being purchased; (c) fees and rates payable to mcn ; and (d) start and end dates of the Campaign.

    

3. mcn’s Service Responsibilities & Delivery Targets. Unless varied by a Term Sheet, mcn’s service obligations are to supply Inventory to the Client for the display of the Advertisement on agreed Third-party Sites in connection with the Campaign in accordance with agreed Delivery Targets. Notwithstanding anything in the Agreement, mcn accepts no liability for failing to meet Delivery Targets caused or contributed to by any or more of the following: (i) Client’s failure to render full or timely compliance with obligations under this Agreement, Third-party Publisher Policies, or to third parties or regulatory authorities, (ii) any failure, defect, error, or problem in the operation, maintenance, performance, and availability of the Third-party Publisher Site; and (iii) the decision of a Third-party Publisher to allocate Inventory according to its discretion, preferences and objectives, (iv) Client’s disagreement with mcn recommended bidding rates for real-time-bidding plaforms. For Delivery Targets calculated on a CPM, CPV, CPC, CPE and CPF basis, the Order or Term Sheet must specify the agreed CPM, CPV, CPC, CPE or CPF rate or otherwise mcn may apply such rates it deems fit. mcn does not warrant or guarantee the amount of clicks or impressions or any other projected performance to be delivered.
   
   
   
4. Payments. Unless otherwise specified, all fees shall be due and payable to mcn in advance of the start date of the Campaign or upon request by mcn (including the presentation of an invoice by mcn), whichever is earlier. For Campaigns that run for more than three (3) months or across two (2) calendar years, mcn may request for monthly payment. If Client requests credit terms, mcn may (in its absolute discretion) agrees to process the request subject to further terms mcn may require. Client agrees to comply with and authorize any requests for information in connection with any application for credit terms. All invoiced and other amounts payable by Client exclude any applicable tax which will be borne by the Client. Client shall make deductions or withholdings as required by law but must increase amounts payable to mcn so that mcn receives a net amount equal to the sum that would have been due before such deduction or withholding tax. Client is to pay mcn costs incurred in recovery of monies due but unpaid. Interest accrues on unpaid amounts at one percent (1%) per month until full payment, or the legal maximum limit, whichever is less. mcn may withdraw or withhold any Inventory and remove or suspend any and all Advertisements or Campaign if Client defaults on any payment obligation. Except for under-delivery in Clause 5, monies paid to or retained by mcn are non-refundable though mcn may (in its discretion), apply such monies as credit against future purchases of Inventory up to such time as mcn determines by written notice (after which credit is extinguished with no refund).

    

5. Delivery Statistics, Reporting & & Under-delivery. The parties agree that, where Delivery Targets are set or Inventory is sold on CPM, CPV, CPC, CPE and CPF basis, the measurements, statistics, reports and records provided to mcn by Third-party Publishers and all figures derived therefrom are conclusive as it pertains to the Advertisements and achievement of Delivery Targets. If mcn believes there is or will be a failure to meet Delivery Targets (an “under- delivery”), Clients’ sole and exclusive remedy is to require mcn to provide credit against purchases of any future Inventory from mcn corresponding to the value of under-delivery of Inventory at the agreed rates under this Agreement (“Credit”). mcn may, in its sole and absolute discretion, apply the Credit by extending the Campaign and supplying further Inventory for an additional period time until the Credit is recovered.

    

6. Termination of Contract. Immediate termination is allowed. Any contract termination carries an Administrative Charge of S$500. A Termination Charge of 15% of the remaining contracted media value applies for termination after media campaign commencement. In the case of media buy on 3rd Party Websites or on any media plaform whereby upfront payment is required by the website or plaform owner, an Additional Termination Charge of 100% of the remaining contracted media value applies once mcn has contracted with the website or plaform for the media buy. In the event the Client wishes to delay the start of, or pause their campaign and/or activity, the maximum allowed period will be sixty (60) consecutive days from the date of the Client’s written notice to mcn. The contract shall be deemed to be terminated upon the expiry of the sixty (60) days and the above charges shall apply. The Client may request for contract extension beyond the sixty (60) days. A Contract Extension Charge of S$300 shall apply for every ninety (90) consecutive days of contract extension. All charges that apply under this paragraph are immediately due and payable upon contract termination or upon contract extension, as applicable.

    

7. Miscellaneous. Client may not resell any Inventory or assign or transfer any of its rights or obligations under this Agreement without prior written permission of mcn. mcn may terminate this Agreement immediately without liability for breach of such restrictions.
   
   

Appendix B – Design & Development Services

These appendices form part of the Standard Terms and Conditions for use of mcn Digital Agency Services entered into between mcn and the Client.

1. Definitions. In the Agreement: (a). “Order” means a purchase order, request, or other document issued by a Client requesting for supply of Deliverables; (b) “Content” includes, without limitation, software, applications, source code, object code, algorithms, formulae, schematics, diagrams, designs, graphics, images, photographs, music, video, multimedia, literary works, inventions, discoveries, developments, improvements, methods, processes, compositions, customizations, mcn modified website themes, basic applications, mini applications, standard applications, contact management systems, games, add-on designs, add-on developments, add-on mobile, add-on copywriting services, fulfilments, purchase on behalves, web development, all web add-on services, search engine optimization, search engine optimization add-ons, video packages, video add-on editing, video add-on filming, video add-on talent sourcing and utilization, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) created, developed, materials and deliverables of any nature, and any object or item that is referenced as being created, supplied, delivered, licensed, used, deployed, integrated or dealt with in any way under this Agreement; (c) “Client Content” means any Content supplied by Client to mcn in connection with this Agreement; (d) “mcn Content” means any Content supplied or procured by mcn to Client in connection with this Agreement; (e) “intellectual property rights” or “IPR” means patents, rights to inventions, industrial designs, copyright and related rights, all other rights in the nature of copyright, mask works, integrated circuit topographies, trademarks, trade names and domain names, rights in designs, database rights, confidential or proprietary information, know-how, trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals, extensions or revivals of, 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; (f) “Time & Materials basis” means, the supply of services or Deliverables on the basis that mcn is entitled to: (a) in respect of any out of pocket expenses incurred by mcn, full reimbursement of such costs including any reasonable administrative charges as mcn may impose; (b) in respect of any such subject matter delivered, full standard rates or charges as mcn may apply in respect of such services or Deliverables or such services or Deliverables which are of a similar nature (or in the absence of a standard rate or similar nature as mcn reasonably determines, such fee as mcn may require; and (c) for any such services or Deliverables, a right to charge for professional time spent or work done at full man-hour rates as mcn may apply taking into account the nature and seniority of staff or representatives engaged for such purposes.
   
   
   
2. mcn’s Design & Development Services Responsibilities & Deliverables. mcn ’s service obligations are  to supply the Client mcn Content in connection with the Campaign in accordance with agreed Deliverables. Notwithstanding anything in the Agreement, mcn accepts no liability for failing to meet Deliverables caused or contributed to by any or more of the following: (i) Client’s failure to render full or timely compliance with obligations under this Agreement, Third-party Policies, or regulatory authorities; (ii) any failure, defect, error, or problem in the operation, maintenance, performance, and availability of the Third-party Site;

   (iii) Client’s disagreement with mcn recommended actions in regards to content production and campaign executions. mcn does not warrant or guarantee the number of users to be delivered or any specific position in search engine results for Client website. mcn shall take reasonable steps to mitigate any issues arising from third-party dependencies and keep the Client informed of any known issues. In the event of a disagreement regarding mcn’s recommended actions for content production and campaign execution, both parties agree to engage in discussions to reach a mutually acceptable resolution.

3. Change Control Procedure. The Client may request for a change to the Order by the following procedure: (a) the Client will submit a written change request to mcn detailing the intended modifications; (b) mcn may, within five (5) working days after the date of receipt of the change request, either decline to issue a response to the same whereupon the change will not be deemed to apply, or provide a written proposal detailing the necessary work, the changes to the fees, project schedule and payments, arising from such modifications. (c) If the parties are unable to agree on the amendments within the stipulated time of five (5) working days, such modifications shall not be implemented. Where the change control procedure herein delays any milestone in the project schedule, mcn shall be entitled to extend any such deadline by such time as reasonably reflects such delay. mcn reserves the right to withdraw the right of Client to use this change control procedure at any time.

    

4. Review Procedure for Services and Deliverables. Prior to any advancement of the work-in- progress Deliverables, mcn will submit to the Client proofs of such work for checking and for signing off by the Client. Client will have a reasonable opportunity to review and request modifications before signing off.
   
   

   It is the Client’s sole responsibility to see that the designs and deliverables are suitable for completion and once the same have been signed off by the Client, the Client shall have no further redress against mcn in respect of any errors in the designs and other works or losses incurred as a result of executing the Deliverables after checking and signing off by the Client. mcn reserves the right to withhold any Deliverables until signed off by the Client in accordance with this agreement. Any rejection by Client must be reasonable and supported by details and evidence in writing that sets out in what manner mcn has and failed to meet the agreed standards or specifications. On receipt of any rejection at, mcn, as a sole and exclusive remedy to the Client, will carry out any additional work necessary in order in a reasonable time to ensure that such services or the Deliverables substantially comply with such agreed standards or specifications and for such purposes the parties shall carry out such re-performances of the acceptance procedures as required. In the event that mcn disagrees with any rejection, the parties will submit the same for determination under arbitration in accordance with this Agreement and the project schedule shall be revised by deferring affected milestones to take into account the time required to resolve such dispute.

   The liability of MCN is limited, excluding any claims arising from gross negligence or wilful misconduct. However, MCN shall remain fully liable for direct damages resulting from its failure to meet the agreed-upon specifications.

5. Acceptance Procedure for Services and Deliverables. Upon completion and delivery of any services, Deliverables or Content to the Client, and subject to any project schedule that may apply, the parties will conduct an agreed inspection procedure as may be specified in a Term Sheet to establish that the services rendered or Deliverables supplied meet the agreed service standards. Acceptance of the Deliverables, services or any other mcn Content shall be deemed to have taken place upon the occurrence of any of the following events: (a) the Client uses the mcn Content, Deliverables or the benefit any part of the services supplied as part of the Campaign; or (b) the Client unreasonably delays the start of any agreed acceptance procedure or any re-performance of acceptance procedure mentioned in Clause 7 for a period of seven (7) working days from the date on which mcn is ready to commence (or re-commence) the same. Any mcn Content, services or Deliverables which Client accepts or is deemed to accept pursuant to a procedure referred to in this clause shall be conclusive as to the quality of mcn Content, services or Deliverables rendered. Any changes required thereafter will be chargeable.
   
   
   
6. Payments. Unless otherwise specified, all fees shall be due and payable to mcn upon the start of the Campaign or delivery of the Deliverables or upon request by mcn (including the presentation of an invoice by mcn), whichever is earlier. If Client requests credit terms, mcn may, in its absolute discretion, agrees subject to further terms mcn may require. Client agrees to comply with and authorize any requests for information in connection with any application for credit terms. All invoiced and other amounts payable by Client exclude any applicable tax which will be borne by the Client. Client shall make deductions or withholdings as required by law but must increase amounts payable to mcn so that mcn receives a net amount equal to the sum that would have been due before such deduction or withholding tax. Client is to pay mcn costs incurred in recovery of monies due but unpaid. Interest accrues on unpaid amounts at one percent (1%) per month until full payment, or the legal maximum limit, whichever is less. mcn may remove or suspend any and all Campaign if Client defaults on any payment obligation.
   
   
   
7. Termination and Amendments to Design & Development Services. Provided that Termination Charges apply as per following; anytime immediate termination after the commencement of Design & Development Services is allowed. For termination of contract before Design & Development has started, 50% of the contracted value will be charged to Client as Termination Charge. Once Development work has started, 50% of the remainder contracted value will be charged to Client as Termination Charge. Once Development work is done by 50% and above, 100% of the remainder contracted value will be charged to Client as Termination Charge. Once the first draft of Design work is delivered to Client, 80% of the remainder contracted value will be charged to Client as Termination Charge. Any amendments to the Agreement upon confirmation are subject to an Administrative Charge of S$500. mcn reserves the right to terminate or remove the Deliverables in the event the Deliverables cannot be completed as planned or the administration, security, or intended outcome of the Deliverables is otherwise compromised (including without limitation to infection by computer virus, bugs, tampering or technical failures of any kind). In the event of the forgoing, mcn will give two (2) days’ notice to Client and waive the development fees. mcn reserves the right to terminate this Agreement and cease the delivery of the Deliverables in part or in whole at any time by giving the Client a prior written notice of one (1) month without having to assign any reason whatsoever.

    

8. Servers. Client acknowledges that all applications, Deliverables or mcn Content are hosted through professional hosting infrastructures either through including but not limited to cloud, hosting managed services, in-house or data centres region-wide. In the event of emergency network maintenance required by professional hosting infrastructures, mcn will endeavour to give the Client as much notice as reasonably possible. mcn accepts no liability for any failure, defect, error, or problem in the operation, maintenance, performance, and availability of Deliverables in such an event. mcn reserves the rights to change the hosting base without any prior given notice.

    

9. Restrictions on License Granted. Subject to and in consideration of the payment stated under this Agreement, Client agrees that any use of mcn Content must be restricted to the Campaign as approved or contemplated by mcn under this Agreement. Client Agrees that it will not do any of the following in respect of mcn Content: (i) separate the components of the mcn Content in any manner that is not approved by mcn in writing; (ii) rent, lease, lend or deal with mcn Content except as agreed expressly under this Agreement; (iii) modify, alter, enhance, vary, copy, duplicate, reproduce, or otherwise attempt to create derivative works of the mcn Content except as agreed expressly under this Agreement; any agreed modifications or alterations shall only be carried out by or under the supervision of mcn and shall be paid for at a rate agreed in writing in advance. (iv) (where mcn Content includes software) reverse engineer, disassemble, decompile, translate, adapt or otherwise attempt to derive the source code (or underlying components or algorithms) from the software or associated files; (v) (save as expressly permitted mcn ) remove, alter or destroy any proprietary, trade mark or copyright notices of mcn or its licensors appearing in any mcn Content except as agreed expressly under this Agreement or permitted by mcn ; (vi) make any more copies of the mcn Content except within the scope of the license granted. All right title and interest in any and all intellectual property rights in any Deliverables, mcn Content or any work product arising from or in connection with this Agreement, including but not limited to all design, applications, websites, customizations, customized website themes, content management systems and any deliverables’ or mcn Content’s source code developed under this agreement remain the property of mcn and will shall vest in mcn. None of the source codes, customizations in part of full shall be transferred or shared with the Client by mcn upon the pausing, conclusion, cancellation or termination of this agreement and it maintains being the property of mcn.
   
   
   
10. Use of mcn Content by Third-Parties Authorized by Client. Parties agree that the license of mcn Content is non-sub-licensable by Client save to the extent where the use of mcn Content as incorporated in any Deliverables is to be used by third parties in execution of the Campaign as approved or contemplated by mcn under this Agreement. Any such use by third parties shall be deemed to be use by Client and Client will be liable for any usage of the mcn Content in breach of the license terms, or in a manner not approved or contemplated within the scope of the license granted or for any purpose other than the Campaign as approved or contemplated by mcn under this Agreement.
    
    

Appendix C – Activation

These appendices form part of the Standard Terms and Conditions for use of mcn Digital Agency Services entered into between mcn and the Client.

1. Definitions. In the Agreement: (a) “Client Images” means the images created, modified and/or supplied to the Client by mcn and which embody the Intellectual Property Rights of the Client; (b) “Commencement Date” means the date specified in Item 1 of Schedule 1, or such other date mutually agreed by the parties, on which the Term shall commence; (c) “Community Manager” means the person(s) appointed by mcn from time to time to perform the Services to the Client under this Agreement; (d) “Community Manager Images” or “CM Images” means the mcn Images which are not Client Images or Designed Images, including images which are created, developed and/or modified by the Community Manager under this Agreement; (e) “Content” means the all posts and information, such as data files, written text, audio files or other sounds, photographs, videos or other images, including where applicable any Deliverables, which are uploaded or to be uploaded on the Social Media Pages; (f) “Content Calendar” means the agreed editorial calendar which sets out the schedule in which mcn shall provide the Services on the Social Media Plaforms, substantially in the form set out in Schedule 2; (g) “Crisis” means any event occurring on a Social Media Page which threatens or could potentially threaten the Client’s business, credibility and/or reputation and which the parties agree shall be managed on an urgent basis; (h) “Crisis Management” means the procedure to manage Crisis as set out in the SLA; (i) “Deliverables” means any text, mcn Images, and videos created and/or supplied or to be created and/or supplied to the Client by mcn from time to time, and each is a “Deliverable”; (j) “Designer Images” means the images supplied by mcn to the Client which are created by mcn’s graphic designers on specific request by the Client; (k) “ mcn Images” means the images created and/or supplied or to be created and/or supplied by mcn to the Client from time to time, and shall include Client Images, CM Images and Designer Images, and each is an “ mcn Image”; (l) “Fees” means the fees payable to mcn by the Client under this Agreement specified in Item 6 of Schedule 1; (m) “Image Allowance” means the number of mcn Images in each respective category as specified in Item 7 of Schedule 1; (n) “Image Price List” means the list in Schedule 3 setting out the prices of mcn Images in each respective category as determined by mcn from time to time. mcn will provide fourteen days (14) written notice to the Client in the event of any changes to the Image Pricing List; (o) “Intellectual Property Rights” (also abbreviated as “IPR”) means all present and future copyrights, as well as all computer code or scripts, whether compiled or not in any computer language or program form, trademarks and service marks, trade names, domain names, rights in get-up, inventions, all rights in computer software and data, database rights, confidential information, trade secrets and know-how, design rights, registered designs publishing rights, and all rights, privileges and forms of protection similar or related to above including all registrations and applications to register any of the above, and all renewals, revivals, reversions, extensions, continuations, divisions and re-issuances which may subsist anywhere in the world with the right to sue for past infringements; (p) “Prescribed Interest” means interest at the rate of one per cent (1%) per month calculated on a daily basis and on the basis of a 365-day year (as well after as before judgment); (q) “Services” means the services to be provided by mcn to the Client under this Agreement as specified in Item 3 of Schedule 1; (r) “SLA” means the service level agreement as set out in Schedule 4; (s) “Social Media Pages” means the social media pages, whose web addresses are specified in Item 4 of Schedule 1, on the Social Media Plaforms set up by the Client and to be managed by mcn under this Agreement, and each is a “Social Media Page”; (t) “Social Media Plaforms” means the social media plaforms specified in Item 4 of Schedule 1, and each is a “Social Media Plaform”; (u) “Term” means the term of this Agreement as specified in Item 2 of Schedule 1 and shall commence on the Commencement Date; (v) “Territories” means the territories as specified in Item 5 of Schedule 1. Unless the context otherwise requires: (i) words importing the singular number include the plural number, and vice versa, and words importing the masculine gender include the feminine and neuter genders, and vice versa; (ii) the words “hereof”, “herein”, “hereon” and “hereunder” and words of a similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the headings to the Clauses hereof shall not be deemed to be a part thereof or be taken in consideration in the interpretation or construction thereof or of this Agreement; (iv) references herein to Clauses, Schedules and Appendices are references to Clauses of and Schedules and Appendices to this Agreement; (v) references herein to documents include variations and replacements thereof and supplements thereto; (vi) references herein to statutes and other legislation include re-enactments and amendments thereof and include any subordinate legislation made under any such statute; (vii) references herein to a party include its permitted assigns and transferees, and its successors-in-title and personal representatives.
   
   
2. Activation. The Client hereby engages mcn, and mcn agrees to accept such engagement, to provide the Services to the Client upon the terms and conditions set out in this Agreement for the duration of the Term. The Client shall cooperate with and promptly respond to mcn in good faith to facilitate the provision of the Services. mcn shall not be responsible for any delay in the provision of Services caused by the Client’s failure to cooperate with or promptly respond to mcn.
   
   
   
3. Provision of Services. mcn agrees and undertakes to provide the Services on the Social Media Pages and deliver the Deliverables in accordance with the SLA and the Content Calendar. mcn shall appoint a Community Manager, who shall be responsible in performing the Services on behalf of mcn under this Agreement. mcn shall have the right to replace the Community Manager from time to time. The Client agrees and acknowledges that the Services are provided by mcn on a five (5) day work week basis which is not inclusive of public holidays in the respective Territories. The parties agree and undertake to comply with any and all policies, guidelines, terms and conditions imposed by the respective Social Media Plaforms, and any and all laws, and regulations of the relevant Territories in the performance of this Agreement.

    

4. Content Calendar. The parties shall agree on and finalise the Content Calendar of each month no later than the end of the preceding month. The Client agrees and acknowledges that, except for the purpose of Crisis Management, there shall be no changes or variations to the Content Calendar once it has been agreed by the parties. Any change or variation to the Content Calendar shall be subject to the approval of mcn and mcn shall have the right to charge additional fees for such change or variation.

    

5. mcn Images. mcn agrees to grant to the Client a monthly Image Allowance which may be utilised within the relevant month. mcn agrees and undertakes to supply to the Client at the Client’s written request, mcn Images within the Image Allowance without charge. If the mcn Images requested by the Client exceed the Image Allowance, the Client shall pay for such additional mcn Images at the prices set out in the Image Price List. The Client acknowledges and agrees that any balance Image Allowance for that month will expire if unused by the end of that month for whatsoever reason, and will not be included as part of the Image Allowance of the next month.

    

6. Usage of mcn Images. Client can reuse the images created by mcn without modification in a Digital Environment, provided that it is used for the same brand and posted by Client and not a third-party agency. “Digital Environment” includes websites, online & mobile advertising, social media, mobile “apps”, software, e-cards, e-publications (including e-books, e-magazines, blogs, etc.) and online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc.). If the image(s) will be used on pages or campaigns that are not managed by mcn , the Client needs to inform mcn in writing with the following information – where the image(s) will be use on (including page name and country) and the posting duration. Images are provided at 72dpi for web usage only. If higher resolution file(s) are required, a 30% loading fee applies. mcn will retain the copyrights of all images created.

    

7. Intellectual Property Rights to Third-Party Materials. The copyrights to materials, including but not limited to images, videos and sounds, licensed for use by mcn from third parties reside with such third parties. mcn does not have the rights to redistribute these materials, nor to assign or transfer to the Client the licences or the rights to these source materials.

    

8. Payment. In consideration of the provision by mcn of the Services in accordance with the terms and conditions of this Agreement, the Client shall pay to mcn the Fees, together with the goods and services tax if applicable. All Fees paid shall be deemed as fully earned and shall be non-refundable. The Client shall pay all applicable goods and services tax, duties or levies whatsoever at the rate which may from time to time be imposed or charged before, on or after the commencement of the Term by any government statutory or tax authority on or calculated by reference to the amount of the Fees and any other sums payable by the Client under this Agreement or to reimburse mcn for the payment of such taxes, duties or levies immediately on receipt of written notice from mcn. All Fees, taxes and other monies payable hereunder shall be due and payable in the currency stated in the relevant invoices rendered by mcn , and shall be paid within the payment term as specified in Item 8 of Schedule 1 from the date of such invoices without deduction or set-off regardless of any disputes or controversies between mcn and the Client and/or the Client and third parties. Without prejudice to the rights, powers and remedies of IH herein contained, the Client is to pay IH costs incurred in recovery of monies due but unpaid. Interest accrues on unpaid amounts at one percent (1%) per month until full payment, or the legal maximum limit, whichever is less. The Prescribed Interest shall be computed from the due date for the payment of the moneys in respect of which the Prescribed Interest is chargeable until payment of such money in full. IH may withdraw or withhold any materials and remove or suspend any and all production work if Client defaults on any payment obligation.

    

9. Termination and Amendments. The termination or amendment of this Agreement for any reason by the Client will have to be provided in writing at least three (3) days before the start of Deliverables. In the event Client requests termination of the Agreement during the delivery of Deliverables for any reason, Client will have to submit its sixty (60) days’ written notice to mcn and 50% of the remainder contracted value shall become payable as Termination Charge. An Administrative Charge of S$500 will be payable for any request by Client for amendment or termination of the Agreement. Client may in writing with fourteen (14) days’ notice, request for up to sixty (60) consecutive days of suspension of the works under the Agreement. Charges applicable under the Agreement continue to be chargeable during the 14-day period which starts from the date of receipt of the written notice by mcn. The Client may request for a further ninety (90) consecutive days of suspension, which will carry a Contract Extension Charge of S$300. If the campaign does not resume after the one-hundred and fifty (150) days of suspension, the Agreement shall be terminated and applicable termination charges shall apply and be due immediately. mcn reserves the right to terminate this Agreement and cease the delivery of the Deliverables in part or in whole at any time by giving the Client a prior written notice of one (1) month without having to assign any reason whatsoever.

    

10. Warranty by mcn . Subject to Waiver clause at Clause 9 (of the Terms & Conditions), mcn represents and warrants to the Client that, save to the extent where the Deliverables comprise of any IPR owned by the Client, any Deliverables furnished by mcn to the Client do not infringe any trademarks, copyrights, patents, know-how or any other intellectual property rights whatsoever of any third party and will not give rise to any passing-off actions in relation to such Deliverables and so far as mcn is aware of no claims of such infringement or passing off have been made nor are the Deliverables the subject of any claims or proceedings, actual or threatened.
11. Warranty by Client. The Client represents and warrants to mcn that any data files, written text, audio files or other sounds, photographs, videos or other images furnished by the Client to mcn do not infringe any trademarks, copyrights, patents, know-how or any other intellectual property rights whatsoever of any third party and will not give rise to any passing-off actions in relation to such data files, written text, audio files or other sounds, photographs, videos or other images and so far as the Client is aware of no claims of such infringement or passing off have been made nor are the data files, written text, audio files or other sounds, photographs, videos or other images the subject of any claims or proceedings, actual or threatened.

     

12. Waiver. The Client hereby waives and releases mcn from any liability or obligation whatsoever with respect to any claim by any third party of infringement by or against the Client’s use of the Deliverables or any alterations or modifications thereof and the Client shall hold mcn harmless from any losses (whether direct, indirect, consequential or otherwise) incurred by the Client as a result of any infringement by the Client of intellectual property rights of third parties pursuant to the use of Deliverables after the date of this Agreement.

     

13. Contracts (Rights of Third Parties) Act (Cap. 53B) Not Applicable. Save for the parties specifically identified in this Agreement, any person or entity who is not a party to this Agreement whether or not any benefit is conferred or purported to be conferred on him directly or indirectly has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term or condition of this Agreement.

     

14. Facebook Wall Contest add-on: For manual selection of winners, the rate includes the management and compilation of up to 100 entries only.
    
    

Appendix D – Strategy

These appendices form part of the Standard Terms and Conditions for use of mcn Digital Agency Services entered into between mcn and the Client.

Section A – Analytics Services

1. Analytics Services. mcn will provide the Analytics products and services (the “Analytics Deliverables”) described in the attached service order and any future service orders entered into by the parties (each an “Analytics Service Order” and collectively, the “Analytics Service Orders”), subject to the terms and conditions contained in this Agreement.

    

2. Fees. Unless otherwise specified, all fees due hereunder will be invoiced upon execution of this Agreement or applicable future Analytics Service Order, and are immediately due and payable to mcn. Interest in the amount of one percent (1%) per month will be charged on all late payments. Client is responsible for all applicable sales, use, excise, transfer, and other transaction taxes related to the purchase of the Analytics Deliverables.

    

3. License. (a) mcn grants Client a non-exclusive, non-assignable and non-transferable license (except as permitted under Section VIII below) to use the Analytics Deliverables for Client’s internal business purposes subject to the restrictions set forth in this section and in the applicable Analytics Service Order. Client may not sell, resell, license or transfer for value the Analytics Deliverables; publicly disclose or publish any Analytics Deliverable in its entirety, or the substantial equivalent of same; reverse engineer or attempt to reverse engineer the Analytics Deliverables or any mcn system or derive or attempt to derive any personally identifiable information from the data contained in the Analytics Deliverables or allow a third party to do any of the above; unless responding to a subpoena, introduce the Analytics Deliverables or derivatives thereof as part of an investigation or court proceeding without the prior written consent of mcn; or knowingly use the Analytics Deliverables in a manner that creates any third party cause of action or liability on the part of mcn , its affiliates or licensors.

   (b) The Analytics Deliverables and the data contained therein (including, without limitation, data derived from any mcn dashboard or reports built on aggregated form of publicly available data) are owned by or licensed to mcn ; except for the license set forth in Section III (a) above, no transfer is made of any intellectual property right associated with the Analytics Deliverables (including but not limited to: copyright, trademark, patent, business method and process rights, and database rights). Client is responsible for ensuring that all use of the Analytics Deliverables complies with this license and for seeking advance written permission from mcn for any uses not expressly authorized.

4. Passwords. mcn may issue passwords allowing Client access to certain Analytics Deliverables. Client agrees to hold all passwords and related access information in strict confidence. Passwords may be distributed to authorized employees only, for their individual use in support of Client’s internal business purpose. mcn reserves the right to require that Client change passwords  at  any  time,  for  security  or  related  reasons,  with  24-hour   notice   to Client. Passwords shall automatically expire at the end of the applicable subscription term. No password may be transferred or shared without mcn approval. Client agrees that in the event of demonstration of an actual breach of this Section IV, an amount equivalent to the pro-rated value of one month’s fees for all syndicated services being provided under this Agreement, per violation, shall be deemed and shall constitute liquidated damages, and not a penalty, and shall be paid promptly by Client to mcn.

    

5. mcn warrants that it will prepare the Analytics Deliverables using professional care and skill, and will endeavour to correct material defects reported by the Client. In all other aspects of the Analytics Deliverables are provided to Client “as is” without warranties of any kind, including warranties of merchantability or fitness for a particular purpose, regardless of whether mcn was advised of Client’s intended application of the Analytics Deliverables.

    

6. Term and Termination. Unless otherwise mutually agreed by mcn and the Client in writing, this Agreement will begin on the Effective Date and will end on the one year anniversary of the Effective Date or upon the provision of all Analytics Deliverables or as provided in the Analytics Service Order(s), whichever occurs later. Upon a material breach, and after the breaching party has been given 30 days written notice and a reasonable opportunity to cure such breach, a party may terminate this Agreement for cause. In the event of such termination the non-breaching party will be responsible for fulfilling all obligations accrued by it up through the date of termination. mcn reserves the right to terminate this Agreement only for cause and cease the delivery of the Deliverables in part or in whole at any time by giving the Client a prior written notice of one (1) month allowing the Client a reasonable opportunity to cure such breach within 30 days without having to assign any reason whatsoever. Any request by the Client for amendment or termination of this Agreement shall carry an Administrative Charge of S$500.
   
   
   
7. Independent Contractor. For the purposes of this Agreement, the parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever.

    

8. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written permission of the other. Notwithstanding the foregoing, no prior permission is required in the event that a party participates in a merger or consolidation or is the subject of a purchase of all, or substantially all, of its assets or capital stock, when such assignment provides each party with substantially the same services and commercial benefits as provided by the original parties under this Agreement, and is not made in whole or in part to a direct competitor of the non-assigning party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

    

9. The section headings of this Agreement are for convenience only and will neither be considered a part of, nor affect the construction or interpretation of, any provision of this Agreement.
   
   

Section B – Digital Strategy

1. General. Digital Strategy includes but not limited to digital media and social media planning, media and social media direction and consultation. Digital Strategy is a part of mcn Digital Services and sessions will be delivered by an mcn representative. During the Digital Strategy Session, the Client may consult mcn anything they like regarding to digital media and social media digital strategy but mcn reserves the right not to provide an answer or advice. mcn shall not be liable to participants for any loss of profit, business, contracts, revenues or anticipated savings or depletion of goodwill in each case whether direct, indirect or consequential, or for any claims for consequential compensation whatsoever or howsoever caused, which arise out of or in connection with the information and/or advice provided during the Digital Strategy Session.
   
   

Appendix E – Video Production Services

These appendices form part of the Standard Terms and Conditions for use of mcn Digital Agency Services entered into between mcn and the Client.

1. mcn’s Video Production Responsibilities & Deliverables. The Service shall be delivered to the Client in accordance with the brief agreed at the outset of the project either through concept meetings or in written proposals. mcn shall produce one master digital copy of the production only for the Client use. Should Client require further copies an additional charge will apply. A separate quotation will be issued for the production of additional copies. Times given for delivery of the Service are estimates only and time shall not be of the essence.

    

2. Acceptance and Changes. The Service shall be made available for acceptance at agreed stages. At each agreed stage changes to the Service shall only be permitted to the extent that such changes are consistent with the brief. Other than as stated in brief, changes to the brief or otherwise that result in additional work being carried out will be chargeable at the relevant daily rate; this  shall include the  following: (a) Changes that result from inaccurate on misleading information having been supplied by the Client in preparation of the brief. (b) Changes that result from the Client failure to obtain consent from any third parties or employees necessary in the delivery of the Service. (c) Changes that result from a significant change to the brief. (d) Additions to the original brief in the form of extra variations or edits of the originally planned piece such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset.

    

3. Cancellation, Safety and Insurance. Dates for production are agreed in advance and confirmed by the Client. Where these dates are cancelled whether due to a request from the Client or due to an amendment by the Client that results in a cancellation the following charges will apply where the cancellation notice is given or is caused, (a) 30% if cancellation is within 7 days of shoot date, (b) 50% if cancellation is within 48 hours of shoot date, (c) 100% if cancellation is within 24 hours of shoot date. Any amendment or cancellation of the Agreement will also carry an Administrative Charge of S$500. Where the shoot shall take place at the Client premises or a location designated by the Client, the responsibility for ensuring said location is safe and that adequate insurance is in place shall be vested in the Client. In the event of inclement weather, mcn reserves the right to change the date of filming to a more suitable day. mcn will not allow the safety of the equipment or personnel to be compromised.

    

4. Data Protection. The Client must ensure that all necessary arrangements have been made with, and permissions obtained from, people and places that may be recorded on video as a result of mcn supplying the product(s) or service(s) – and that such recording is in compliance with Data Protection.

    

5. Copyright Policy and Ownership of Materials. Except to the extent agreed in writing by mcn, all intellectual property rights relating to any footage, graphic design, animation or other creative artistic work provided to the Client by or on behalf of mcn pursuant to these Terms the “Intellectual Property” remains the property of mcn. mcn may display its own copyright and intellectual property notices on any Products and the Client must not, remove, obscure, deface or alter such copyright and intellectual property notices. All design concepts such as logos, themes, plans, models together with all copyright in any music shall remain vested in mcn and shall be made available to the Client on licence save that the Client shall only be permitted to use such material and design concepts for the purpose identified in the brief. mcn reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libelous, defamatory or illegal.

    

6. Payments. Unless agreed otherwise in writing, 50% of the invoice as a deposit must be paid after terms of contract are agreed and at least 5 workings days prior to commencement of work. The remaining 50% shall be payable on completion of the video or multimedia project.

   In relation to specific contracts, these figures or terms may be varied as set out in the respective contract. If Client requests credit terms, mcn may (in its absolute discretion) agrees to process the request subject to further terms mcn may require. Client agrees to comply with and authorize any requests for information in connection with any application for credit terms. All invoiced and other amounts payable by Client exclude any applicable tax which will be borne by the Client. Client shall make deductions or withholdings as required by law but must increase amounts payable to mcn so that mcn receives a net amount equal to the sum that would have been due before such deduction or withholding tax. Client is to pay mcn costs incurred in recovery of monies due but unpaid. Interest accrues on unpaid amounts at one percent (1%) per month until full payment, or the legal maximum limit, whichever is less. mcn may withdraw or withhold any materials and remove or suspend any and all production work if Client defaults on any payment obligation.