WEBSITE TERMS & CONDITIONS

Transcription

1 These Terms & Conditions constitute a valid and binding agreement between Cleverbox UK Ltd and the Client, for any services provided or work ordered. 1.Definitions As used herein and throughout this Agreement. 1.1 Agreement means the entire content of any agreement entered into subject to these Terms and Conditions, including the specification and with any other supplements designated below, schedules or attachments hereto. 1.2 Client Content means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation in the Deliverables. 1.3 Client means the individual, company, partnership, LLP or any legal entity whatsoever using the services of Cleverbox UK Ltd. 1.4 CMS means content management system on which Cleverbox UK Ltd s clients websites are all powered. The Cleverbox UK Ltd CMS is owned and controlled by Cleverbox UK Ltd. 1.5 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K Copyright Law. 1.6 Deliverables means the services and work product specified in the specification to be delivered by Cleverbox UK Ltd to the Client, in the form and media specified in the specification. 1.7 Cleverbox UK Ltd means Cleverbox UK Ltd (Company number ) whose registered office is at 33 London Road, Bromley, Kent, BR1 1DG. 1.8 Final Artwork means all creative content developed or created by Cleverbox UK Ltd, or commissioned by Cleverbox UK Ltd, exclusively for the project and incorporated into and delivered as part of the Final Deliverables, including and by way of example but not limited to: any and all visual designs, visual elements, graphic design, illustration, photography, animation, typographic treatments and text, modifications to the Client Content and Cleverbox UK Ltd selection, arrangement and coordination of such elements together with the Client Content and/or Third Party Materials. 1.9 Final Deliverables means the final versions of Deliverables provided by Cleverbox UK Ltd and accepted by the Client Force Majeure Event means an event the occurrence of which is beyond the reasonable control of Cleverbox UK Ltd including (without limitation) strikes, lock-outs, labour disputes (but not a strike, lock-out or labour dispute involving the party seeking to rely on this clause), act of God, war, explosions, riot, civil commotion, insurrection, rebellion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, earthquake Hosting Fees means the yearly cost to keep the Client s website activated online Live Mode means the date that the Client s website is available on the Client s chosen domain Normal Business Hours are from 9.00am to 5.30pm Monday to Friday excluding bank and public holidays Preliminary Works means all artwork including, but not limited to: concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Cleverbox UK Ltd and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Artwork Project means the scope and purpose of the Client s identified usage of the work product as described in the proposal Services means all services and the work product to be provided to the Client by Cleverbox UK Ltd as described and otherwise further defined in the proposal Terms & Conditions means these terms and conditions of business and as updated by Cleverbox UK Ltd from time to time Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client Web Browser(s) means a software application for retrieving, presenting, and traversing information resources on the internet. 2. Proposal And Specification. 2.1 The terms of the proposal shall be effective for 30 days after presentation to the Client. In the event the Client does not agree to the proposal within the time identified, the proposal, together with any quotations, related terms and conditions and deliverables, may be subject to amendment, change or substitution. 2.2 Upon acceptance of the proposal by the Client, Cleverbox UK Ltd shall supply a specification document to the Client outlining the work to be undertaken by Cleverbox UK Ltd and the fees to be paid by the Client. 3. Fees And Charges. 3.1 In consideration of the Services to be performed by Cleverbox UK Ltd, the Client shall pay to Cleverbox UK Ltd fees in the amounts and according to the outline of costs and payment terms set forth in the agreed proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule. 3.2 Cleverbox UK Ltd will only commence Services on a Project after receipt of an official Purchase Order and/or deposit from the Client as set out in the proposal and specification document. The deposit covers the cost of the initial project management and design work carried out and is non-refundable. 3.3 The Project pricing includes the Cleverbox UK Ltd fee only. Any and all outside costs including, but not limited to, equipment rental, photographer s costs and fees, photography and/or artwork licenses, prototype production costs, filming, and online access or hosting fees, will be billed to the Client separately unless specifically otherwise provided for in the proposal and/or specification document. 3.4 The final balance is payable in full on completion of the website build. Cleverbox UK Ltd reserve the right to refrain from switching the Client s website to Live Mode until all sums due to Cleverbox UK Ltd from the Client on or before that stage have been paid in full. Cleverbox UK Ltd will also have the option to exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged daily at 5% over the Bank of England base rate along with EU late payment charges. 1

2 Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Cleverbox UK Ltd reserves the right to delay any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of changes. 3.5 All Deliverables shall be deemed complete once the Client has signed off the work or indicated satisfaction either verbally, in writing, via , post or other methods. If the Client fails to communicate with Cleverbox UK Ltd for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete and billed accordingly. 4. Revisions and Upgrades. 4.1 Unless otherwise provided in the proposal or site map/specification document, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the agreed specification on a time and materials basis e.g. additional design features, enhanced functionality and modifications to the CMS. Such charges shall be in addition to all other amounts payable under the proposal, despite any maximum budget, contract price or final price identified therein. Cleverbox UK Ltd may extend or modify any delivery schedule or deadlines in the proposal and Deliverables as may be required by such changes. Once the client has approved the artwork and the build commences additional changes to the artwork will incur an additional cost, charged at the set standard hourly rate. 4.2 If the Client requests or instructs changes that amount to a revision in or near excess of 50% of the time required to produce the Deliverables, and or the value or scope of the Services, Cleverbox UK Ltd shall be entitled to submit a new and separate proposal and specification to the Client for written approval. Work shall not begin on the revised services until a fully signed revised specification and, if required, any additional retainer fees are received by Cleverbox UK Ltd. 4.3 Cleverbox UK Ltd will prioritise performance of the Services as may be necessary or as identified in the proposal, and shall make reasonable efforts to perform the Services within the time(s) identified in the proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client s concerns, objections or corrections to Cleverbox UK Ltd. Cleverbox UK Ltd shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Cleverbox UK Ltd s ability to meet any and all schedules is entirely dependent upon the Client s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the proposal and that any delays in the Client s performance or changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables. 4.4 Cleverbox UK Ltd shall make reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within 30 business days of receipt of each Deliverable, shall notify Cleverbox UK Ltd, in writing, of any failure of such Deliverable to comply with the specification, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Cleverbox UK Ltd will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to these Terms and Conditions. In the absence of such notice from the Client, the Deliverables shall be deemed accepted. 5. The Client Responsibilities. The Client acknowledges that it shall be responsible for: (a) Coordination of any decision-making with parties other than Cleverbox UK Ltd; (b) Carrying out sufficient research before proceeding with a Project. This will include ensuring that the Project can operate legally within the UK and any other applicable jurisdiction; (c) Testing any application or programme relating to a website developed by Cleverbox UK Ltd before being made live for use. Where bugs, errors or other issues are found after the site is in Live Mode, Cleverbox UK Ltd will endeavour to correct these issues to meet the standards of function outlined in the Deliverables. 6. Accreditation/Promotions Cleverbox UK Ltd retains the right to reproduce, publish and display the Deliverables in Cleverbox UK Ltd portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party s website. 7. Confidential Information Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party ( Confidential Information ). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Project except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality. 8. Relationship Of The Parties. 8.1 Cleverbox UK Ltd is an independent contractor, not an employee of the Client or any company affiliated with the Client. Cleverbox UK Ltd shall provide the Services under the general direction of the Client, but Cleverbox UK Ltd shall determine in its sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as an agent or bind the other party 2

3 except as expressly stated in this Agreement. Cleverbox UK Ltd and the work product or Deliverables prepared by Cleverbox UK Ltd shall not be deemed a work for hire as that term is defined under copyright law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement. 8.2 Cleverbox UK Ltd shall be permitted to engage and/or use third parties or other service providers as independent contractors in connection with the Services ( Agents ). Cleverbox UK Ltd shall remain fully responsible for Agents compliance with the various terms and conditions of this Agreement. 8.3 During the term of this Agreement, and for a period of 12 months after expiration or termination of this Agreement, the Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Cleverbox UK Ltd employee or Agent, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, the Client agrees that Cleverbox UK Ltd shall be entitled to an agency commission to be the greater of, either (a) 25% of said person s starting salary with the Client, or (b) 25% of fees paid to said person if engaged by the Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for the Client. Cleverbox UK Ltd, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity. 8.4 By instructing Cleverbox UK Ltd to design and develop its website, the Client is entering into a hosted managed solution. If the Client decides to move its website to another web design company Cleverbox UK Ltd would provide the Client with the design, HTML and images files as well as any Client data. In this instance a credit (in the form of a link and logo) would be required to Cleverbox for the design. At no point would the Client receive access to Cleverbox UK Ltd s CMS or core code base that controls the website. 8.5 All information obtained by the Client from the web server shall be treated as Confidential Information in accordance with clause Cleverbox UK Ltd will provide the Client with training on their new website within the quoted cost. All CMS training will be carried out remotely, at the clients premises or in the Cleverbox UK Ltd training suite. If additional CMS training is required there will be charge for this. Cleverbox UK Ltd is not responsible for training third party companies that manage a Client s website. 8.7 When the Client s website is in Live Mode, Cleverbox UK Ltd will support the website as outlined in the proposal. The yearly annual hosting fee that is paid by the Client as outlined in the proposal. Cleverbox UK Ltd have a dedicated support team that are available in Normal Business Hours. Cleverbox UK Ltd also has a support ticketing system available to the Client. Support enquiries required outside of Normal Business Hours may still be picked up by our support team via only but Cleverbox UK Ltd cannot guarantee a response or to resolve the support request in any particular timeframe. 8.8 Cleverbox UK Ltd fully test all the websites developed for a Client to ensure maximum visibility in all modern Web Browsers but cannot guarantee future support for Web Browsers. Over time all Web Browsers are updated and occasionally this affects the look or functionality of a website. Cleverbox UK Ltd use the latest web techniques to limit this but any changes that need to be made to a clients website due to a significant Web Browser update may incur additional charges. 9. Hosting/Domain Names. 9.1 Cleverbox UK Ltd will host the Client s website on Cleverbox UK Ltd s dedicated servers on receipt of payment of the Hosting Fees. Cleverbox UK Ltd uses a hosting provider to host its Client s websites and while Cleverbox UK Ltd will endeavour to provide a reliable and professional service to the Client at all times, Cleverbox UK Ltd cannot guarantee that the website hosting will be available at all times, especially in the event of a technical fault beyond its control. 9.2 If a problem is detected with the Client s website due to a hosting failure, Cleverbox UK Ltd will endeavour to respond to any failures immediately and will work with the hosting provider in resolving the problem. 9.3 By accepting these Terms and Conditions the Client is also accepting the terms and conditions of business of the hosting provider that is used by Cleverbox UK Ltd. 9.4 Renewal of the Annual Hosting, Maintenance and Support fee is due on a yearly basis. The date of renewal will be annually from the date the Client s website is switched to Live Mode. The annual fee will be invoiced upon completion of the website build. If the Go-Live date is delayed longer than 3 months from the date of the invoice, the Annual Hosting date will commence and will be due for full payment.. If you wish to terminate the hosting agreement we will require 4 weeks written notice prior to the annual renewal date. 9.5 The hosting renewal charge must be received by Cleverbox UK Ltd within 30 days from the date of the invoice. Cleverbox UK Ltd reserve the right to deactivate a website where the hosting has expired and the Client has not paid the renewal charge. Should the Client wish to reactivate its website/hosting after its Website has been deactivated, this will be subject to an administration fee. 9.6 If a domain name is purchased by the Client through a company other than Cleverbox UK Ltd, the Client has full responsibility in making sure that the domain name is renewed when due. Cleverbox UK Ltd will not renew the domain name when annual hosting renewal is due if the domain name is purchased through a company other than Cleverbox UK Ltd. 9.9 Cleverbox UK Ltd will not be held liable in any matter that occurs in relation to a domain name that Cleverbox UK Ltd did not register. 10. Warranties & Representations The Client represents, warrants and covenants to Cleverbox UK Ltd that (a) The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of the Client content, (b) To the best of the Client s knowledge, the Client content does not infringe the rights of any third party, and use of the Client content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of third party materials, and (d) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables To the best of Cleverbox UK Ltd knowledge, the Final Art Work provided by Cleverbox UK Ltd and Cleverbox UK Ltd subcontractors does not infringe the rights of any party, and in connection with the Project 3

4 4 will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the proposal or this Agreement or contrary to the Terms and Conditions noted herein, all representations and warranties of Cleverbox UK Ltd shall be void The Client agrees to fully indemnify and hold Cleverbox UK Ltd free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permission Where images have been purchased by Cleverbox UK Ltd on behalf of the Client, Cleverbox UK Ltd shall not be liable for misuse of these images by the Client or any other person(s) copying, altering or distributing the images to individuals or other organisations. All images purchased by Cleverbox UK Ltd on behalf of the Client from a stock library will be invoiced to the Client All images displayed on the Client s website will only be used after authorisation by the Client and are the sole responsibility of the Client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright supplied by the Client, they will be the sole responsibility of the Client. 11. Indemnification/Liability The Client agrees to indemnify, save and hold harmless Cleverbox UK Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client s responsibilities or obligations, representations or warranties under this Agreement Cleverbox UK Ltd shall have no obligation to defend or otherwise indemnify the Client for any claim or adverse finding of fact arising out of or due to the Client content, any unauthorised content, improper or illegal use, or the failure to update or maintain any deliverables provided by Cleverbox UK Ltd Cleverbox UK Ltd cannot be held responsible for anything adversely affecting the Client s business, operation, sales or profitability that the Client might claim is a result of a service offered by Cleverbox UK Ltd Cleverbox UK Ltd has no control of, or responsibility for, the content of the Client s website. In no way does the textual or image based content of the Client s website constitute Cleverbox UK Ltd endorsement, or approval of the website or the material contained within the website. Cleverbox UK Ltd has not verified any of the materials, images or information contained within the Client website to see if they are of an immoral, illegal or adult nature and is not responsible for the content or performance of the website. Cleverbox UK Ltd provides links or references to the Client s website solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but Cleverbox UK Ltd do not guarantee or warrant that such links will point to the intended Client site at all times Nothing in this agreement shall operate to exclude or limit the liability of Cleverbox UK Ltd for: (a) death or personal injury caused by its negligence; or (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (c) fraud; or (d) any other liability which cannot be excluded or limited under applicable law Cleverbox UK Ltd shall not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage Subject to clause 11.5, the aggregate liability of Cleverbox UK Ltd in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total Charges payable by the Client to Cleverbox UK Ltd under this Agreement in that calendar year. 12. Disaster Recovery In the event of hard drive failure within the web server that hosts the Clients website, the RAID configuration allows for hotswappable replacement of the affected drive without requiring the server to be powered off. In addition the replacement hard drive will be restored from the redundant data stored on the remaining drives within the RAID configuration In the event of a mains power failure at the data centre where the Clients website is hosted, battery powered uninterruptible power supplies will operate immediately to ensure a continuous power supply. On site diesel powered electricity generators will also provide power until such time as mains power is restored ensuring the Clients website remains live on the internet In the event of a main internet connection failure at the data centre network where the Clients website is hosted the main switches will automatically re route network traffic through a number of distinct alternative connections to ensure that overall connection to the internet is not lost and the Clients website remains live on the internet. The network within the data centre is configured with multiple physical cable routes around the centre and network switches are configured so that if any switch should fail another will automatically replace it All files and data that is stored on Cleverbox UK Ltd server are backed up daily and stored in a separate secure location. These files are mainly design files produced during the project design and development as well as website content provided to Cleverbox UK Ltd by the Client to add to the website during the development process. 13. Termination This agreement shall commence on the date the proposal is accepted in writing by the Client and shall (subject to earlier termination pursuant to this clause 13.1) terminate automatically on the day immediately prior to the third anniversary of the Go Live Date (as defined in the proposal), unless the parties agree otherwise in writing Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if : (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment ; or (b) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; or (c) materially breaches any of its material responsibilities or obligations under this Agreement, which breach (if remediable) is not remedied within 10 days from receipt of written notice of such breach In the event of termination, then, without affecting any other right or remedy available to it Cleverbox UK Ltd shall be entitled to retain all sums received from the Client.

5 13.4 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive. 14. Miscellaneous Where Cleverbox UK Ltd has been commissioned to provide search engine optimisation techniques for the Client, Cleverbox UK Ltd does not guarantee any specific placement or high ranking on search engines Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation on receipt or by certified or registered mail, return receipt requested, and shall be sent to the to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or , upon confirmation of receipt. SMS text message shall not be a valid form of notice The Client party may not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Cleverbox UK Ltd Cleverbox UK Ltd shall not be deemed in breach of this Agreement if Cleverbox UK Ltd is unable to complete the Services or any portion thereof by reason of a Force Majeure Event. Upon occurrence of any Force Majeure Event, Cleverbox UK Ltd shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the England and Wales without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect These Terms and Conditions and the proposal (including outline of costs and payment terms which refers to them) form the entire agreement between Cleverbox UK Ltd and the Client. Any statements (whether made orally or by or otherwise) do not form part of the Agreement between the parties All Cleverbox non-responsive sites are designed using a minimum screen resolution of 1024 x 768 (pixels). 15. Rights To Deliverables The Client content, including all pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and the Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to Cleverbox UK Ltd a non-exclusive, non-transferable license to use, reproduce, modify, display and publish the Client content solely in connection with Cleverbox UK Ltd s performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement All Third Party Materials are the exclusive property of their respective owners. Cleverbox UK Ltd shall inform the Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art Work. Under such circumstances Cleverbox UK Ltd shall inform the Client of any need to license, at the Client s expense, and unless otherwise provided for by the Client, Cleverbox UK Ltd shall obtain the license(s) necessary to permit the Client s use of the Third Party Materials consistent with the usage rights granted herein. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party art, the Client hereby indemnifies, saves and holds harmless Cleverbox UK Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the Client s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Artwork Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Cleverbox UK Ltd assigns to the Client all ownership rights, including any Copyrights, in and to any artworks or designs comprising the works created by Cleverbox UK Ltd for use by the Client as a Trademark. Cleverbox UK Ltd shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Cleverbox UK Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of the Client s use and/or failure to obtain rights to use or use of the Trademark. 5