Definitions

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“Authorised User” has the meaning set forth in clause 7.2 of these Terms. 

 

“Unit Pricing Model” has the meaning set forth in clause 6.1.1 of these Terms.  

 

“Discounts” means any discounts which may be offered including for advance payment.

 

“Fees” means the fees agreed between the parties when a contract is formed.

 

“Intellectual Property” means any patent, design, trademark, copyright, know-how, trade secret and any other proprietary right or form of intellectual property (whether protectable by registration or not) in respect of any technology, concept, idea, data, programme or other software (including, without limitation) source and object codes, specification and process).

 

"Login Credentials" has the meaning set forth in clause 7.3 of these Terms.

 

“Payment Due Date” has the meaning set forth in clause 8.1 of these Terms.

 

“Privacy Laws” has the meaning set forth in clause 2.6 of these Terms.

 

“Services” means the services to be performed by Shuttlerock as detailed in the relevant order form(s).

 

“Start Date” has the meaning set forth in clause 6.2.1 of these Terms.

 

“License Model” has the meaning set forth in clause 6.1.2 of these Terms.

 

“License Services” has the meaning set forth in clause 6 of these Terms.

 

“Working Day” means a day other than a Saturday, Sunday or statutory public holiday in the country where the relevant contracting Shuttlerock entity is incorporated.

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“Working Files” means After Effect file with editable text layer. All graphic and image animations are locked and not editable.

 

 

1. Services

 

1.1.  The Customer has engaged Shuttlerock to undertake the Services on the terms and conditions set out in these Terms and in the relevant order form(s). 

 

1.2.  Shuttlerock will perform the Services with reasonable care, skill, and diligence and will ensure that any third parties engaged by Shuttlerock to assist with providing the Services also act with reasonable care, skill and diligence.

 

1.3.  The supply of Shuttlerock’s Services is subject to these Terms.  Shuttlerock may amend these Terms at any time and will notify you of any such changes. The most recent version of the Terms will apply to any orders entered into after the amendment(s) have been made.

  

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2. Intellectual Property and Privacy

 

2.1.  Shuttlerock acknowledges that the Customer is the owner of all Intellectual Property in the image, photograph, media or any other materials provided by the Customer to Shuttlerock (Initial Copyright Work). The Customer will only provide Initial Copyright Works that are owned by or licensed to the Customer and that Shuttlerock can use in providing the Services without infringing the Intellectual Property or privacy rights of the Customer or any third party. 

 

2.2.  The Customer grants to Shuttlerock a non-exclusive license to use, alter, amend, vary and/or change the Initial Copyright Work to the extent necessary to enable Shuttlerock to provide the Services.

 

2.3.  To the extent that Shuttlerock’s provision of the Services creates a new copyright work, that new copyright work will be owned by the Customer.

 

2.4.  The Customer grants to Shuttlerock a non-exclusive license to incorporate the Initial Copyright Work, the results of Shuttlerock’s Services (including, without limitation, any new copyright work created thereby), and Customer’s name, logo and brief description of the business relationship between Shuttlerock and Customer (including, without limitation, the Services provided pursuant to this Agreement but not including pricing information) in Shuttlerock’s marketing and advertising material including, without limitation, websites owned or operated by Shuttlerock (or owned or operated by third parties on behalf of Shuttlerock), press kits, press releases and presentations to third parties.

 

2.5.  Shuttlerock is bound by the Privacy Act 2021 (New Zealand) and by similar privacy laws in the other jurisdictions in which it operates (“Privacy Laws”).  Shuttlerock takes these obligations seriously.  If the Customer provides Shuttlerock with any personal information, that information will be held in accordance with Shuttlerock’s Privacy Policy available at www.shuttlerock.com and the Privacy Laws.

 

2.6.  Shuttlerock may use audio content within your provided creative ads, which has been licensed to Shuttlerock by one of our audio content providers, and “as is” without warranty. This content is provided to you as our client under the terms of that licence. You must only use the audio content for the purposes for which it is provided and in the form provided to you in accordance with these Terms.

 

 

3. Warranties, Liability, and Indemnity

 

3.1.  The Customer warrants to Shuttlerock that the Customer has full power and authority to agree to these Terms.

 

3.2.  The Customer warrants that:

 

3.2.1.  it is the owner or authorised licensee of any Intellectual Property it provides to Shuttlerock in relation to the Services;

3.2.2.  any third party personal information that the Customer provides to Shuttlerock is allowed to be provided and used by Shuttlerock for the purpose of providing the Services free of any restrictions; and

3.2.3.  no third party moral rights will be infringed by Shuttlerock’s provision of the Services.

 

3.3.  The Customer indemnifies Shuttlerock, and keeps Shuttlerock indemnified from and against, all claims, proceeding, costs, losses and expenses incurred or suffered by Shuttlerock or which may be made against Shuttlerock arising out of any failure by the Customer to comply with its obligations contained in these Terms and/or any breach of Customer’s representations and warranties contained in these Terms.

 

3.4.  Nothing expressed or implied in these Terms will confer any liability on either party (First Party) in respect of any indirect, consequential or special damage suffered or incurred by the other party as a direct or indirect result of a breach by the First Party of any of its obligations under these Terms.

 

3.5.  Notwithstanding any contrary provision contained in these Terms, Shuttlerock’s maximum liability to the Customer under or in connection with the Services (whether in contract, tort or otherwise) will not exceed the aggregate of all Fees paid or payable by the Customer for the Services over the 6 month period preceding the incident first giving rise to liability.

 

3.6.  Customer’s duty to indemnify Shuttlerock as set forth in this Clause 3 will survive the expiration or termination of these Terms.

 

 

4. Term, Termination and Suspension

 

4.1.  These Terms will take effect from the date that a contract is formed and will remain in effect until the Services have been provided to the Customer and:

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4.1.1.  In the case of License Customers, the License Term ended, delivery of all the Services has been completed and the Fees have been paid; and

4.1.2.  In the case of Unit Pricing Model Customers, the Services agreed to under the Unit Pricing Model have been completed and the Fees have been paid in full to Shuttlerock.

 

4.2.  Either party (Terminating Party) may terminate the contract at any time and with immediate effect by written notice to the other party (Breaching Party) if the:

 

4.2.1.  Breaching Party has committed a material breach of these Terms and the Terminating Party has given written notice to the Breaching Party of that breach, but the Breaching Party has failed to remedy the breach within 10 Working Days of receipt of the written notice;

4.2.2.  The Breaching Party has committed a material breach of these Terms, where both parties acting reasonably (acting reasonably) agree that breach is not reasonably capable of being remedied within 10 Business Days;

4.2.3.  The Breaching Party goes into liquidation, receivership or administration or has been removed from the New Zealand Companies Register or any relevant register in its jurisdiction of incorporation (other than as part of an amalgamation).

 

4.3.   Shuttlerock may in its sole discretion:

 

4.4.1.  suspend the delivery of the Services; or

4.4.2.  terminate the Agreement,

 

 if the Customer is in breach of the payment provisions in clause 8 of this Agreement (Payment Terms).

 

 

5. Relationship of the Parties

 

5.1.  Shuttlerock is an independent contractor.  Nothing expressed or implied in these Terms will constitute either party as the partner, agent, employee or officer of, or as a joint venture with, the other party.  Neither party will make any contrary representation to any other person. Shuttlerock will not sign any document on behalf of the Customer, except with the Customer’s written authority.

 

5.2.  The Customer must not give any warranty or make any representation, on behalf of Shuttlerock, to any person, unless expressly authorised to do so in writing by Shuttlerock.

 

     

6. Customer Service Delivery Models

 

6.1.  Shuttlerock offers a range of Customer service delivery models including:

 

6.1.1.  where a Customer chooses to purchase individual or multiple videos (“Unit Pricing Model”);

6.1.2.  where a Customer chooses a license term during which the Services are provided over an agreed term (“License Model”).

 

6.2.  The provision of Services under the License Model are subject to the SLA per the quote.

 

6.2.1.  Your Shuttlerock license activates on the date as specified in your quote and/or statement of work (“Start Date”).

6.2.2.  Any 12 month licenses will automatically renew for the same license term if you do not notify licences@shuttlerock.com of your intent to cancel your contract at least 30 days before your contract ends.

 

6.3.  Shuttlerock reserves the right to introduce new Customer Service models from time to time and to vary the terms of, or phase out, any particular Customer Service model.

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6.4.  Shuttlerock does not offer working files to License Model Customers due to the proprietary process, IP involved, music rights,and vector files rights.

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7. Access to Shuttlerock Customer Service Delivery Platforms

 

7.1.  Shuttlerock Customers may be granted access to Shuttlerock’s platforms as part of our Services delivery model, including our web-based and ShuttlerockCloud platforms (“Shuttlerock Service Delivery Platforms”).

 

7.2.  In this clause 7, “Authorised Users” means employees, contractors, agents and other staff of the Customer for whom the Customer has paid the required fees and whom you designate in your order form as being an authorized user. Only Authorised Users may access and use the Shuttlerock Service Delivery Platforms. You are responsible for compliance with these Terms by all Authorised Users.

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7.3.  Where access to Shuttlerock Service Delivery Platforms is via user names and passwords ("Login Credentials") that allow your Authorised Users to access and use the Shuttlerock Service Delivery Platforms:

7.3.1.     you are responsible for ensuring that Authorised Users take all reasonable steps to safeguard their Login Credentials. We may assume that any person accessing or using the Cloud Service using those Login Credentials is one of your Authorised Users;

7.3.2.     you must ensure that each of your Authorised Users only uses the Login Credentials that have been allocated to them, and that no other person uses such Login Credentials; and

7.3.3.     if you become aware or have reason to suspect that there has been any unauthorised use of any Login Credentials that have been allocated to your Authorised Users, you must notify Shuttlerock immediately.

 

7.4.  We may suspend access to the Shuttlerock Service Delivery Platforms where we reasonably believe that there has been unauthorised use of the Shuttlerock Service Delivery Platforms by any of your Authorised Users or through any Login Credentials issued to you. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the parties will work together to resolve the matter. Nothing in this paragraph 7 limits any other rights or remedies we may have in such circumstances.

 

7.5.  Your access to the Shuttlerock Service Delivery Platforms will end on the expiry or earlier termination of the contract.
 

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8. Payment Terms

 

8.1.  Payment terms for all Shuttlerock invoices are 30 days from the date of invoice (“Payment Due Date”), unless otherwise agreed in writing.

 

8.2.  If the Customer fails to pay the invoice amount by the Payment Due Date then Shuttlerock may issue a notice in writing to the Customer requiring payment to be made within 7 days of the date of the notice.  If the Customer has not made payment in full before the expiry of the 7 day notice period then Shuttlerock may suspend the Services or terminate the Agreement in accordance with clause 4.4 by notice in writing, in which case any outstanding amount owed by the Customer shall become a debt owing to Shuttlerock.

 

8.3.  The Customer agrees that Shuttlerock shall be entitled to charge interest at the rate of 12% per annum calculated daily on any overdue payments, together with all reasonable costs incurred in the recovery of the debt.

 

8.4.  If you have submitted a notice of cancellation within the first 90 days of your license, you will be liable for payment for the first 3 months of the term.

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9. General

 

9.1.  Neither party will be liable for any act, omission or failure by it under these Terms if that act, omission or failure results directly from an event or circumstances beyond that party’s reasonable control (force majeure).

 

9.2.  No amendment to these Terms will be valid unless it is in writing and signed by Shuttlerock.

 

9.3.  Any waiver by a party of any of its rights or remedies under these Terms will be effective only if it is recorded in writing and signed by both parties.

 

9.4.  If a provision of these Terms is invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of remaining provisions is not affected.

 

9.5.  The Shuttlerock entity that you are contracting with under these Terms is Shuttlerock LLC.

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9.6.  These terms and conditions are governed by and construed in accordance with the laws of the State of Delaware.  The parties submit to the exclusive jurisdiction of the courts of the State of Delaware and further agree and consent that the venue of any action brought hereunder shall be exclusively in the State of Delaware.