A contract comprising these Terms and a Service Order initiated via the BrandLink.io online ordering system (or any subsequent customer accepted Quote) will be formed between Catch Light Productions and the Customer upon the Customer providing Catch Light Productions with either the Service Order or Quote signed by the Customer or otherwise indicating its acceptance of the Service Order or Quote in writing or commencing payment of any Fees specified in any Service Order or Quote. These Terms may be updated from time to time. Catch Light Productions will notify the Customer of any changes.
The Customer will be responsible for:
Without limiting the other obligations of the Customer under this Agreement, the Customer must, and must ensure that each Authorized User does:
The Customer is solely responsible for its use, and the use of any Authorized User, of the Service. The Customer acknowledges and agrees that the Service is strictly a tool to be used in conjunction with good and reasonable business judgment by competent personnel and must only be used by the Customer for its internal business purposes.
In initiating a Service Order and the contract signatory has the authority to bind on behalf of the Company, the Customer agrees that it has provided true, accurate, current, and complete information about the Customer as requested by the Service Order or otherwise submitted by the Customer.
Catch Light Productions shall ensure the Services will materially comply with the Service Specifications outlined in the Service Order or a Quote.
Catch Light Productions may substitute any component of the Service prior to or during the Term without consultation with the Customer if, in the opinion of Catch Light Productions, such substitution will not cause a material degradation of the core Services or otherwise result in a failure to comply with the Service Specifications.
Catch Light Productions will use reasonable endeavors to provision the Service with mission critical, fully managed by Catch Light Productions, at premium data centers with 24/7, 365 days availability and 99.9% uptime. Servers will be protected by a Firewall.
Uptime excludes planned maintenance which will occur outside of “normal business hours” (being 8am–6pm Monday–Friday in the timezone where data is hosted).
Catch Light Productions incrementally backs up Customer Data each day in a geographically separated location.
Each backup will be retained for at least 14 days.
Notwithstanding anything else in this Agreement, the Customer acknowledges and agrees that:
Notwithstanding the above, Catch Light Productions will, unless otherwise agreed by the Customer, maintain the basic functionality of all features of the Service which were accessible by the Customer from commencement of the Term.
During the Term, Catch Light Productions will provide the Services to the Customer on the terms and conditions of this Agreement. Once the Customer’s Service Order has been processed, the Customer will be sent a welcome email to set up a password. The Customer may then provide access to the Service to its Authorized Users, up to any limit on the number of Authorized Users prescribed in the Customer’s Subscription Level.
Access to the Catch Light Productions Service ends when the Term ends. If the Customer elects not to renew this Agreement at the end of the Term as provided for in clause 14, Catch Light Productions will disable the Customer’s access (and the access of any Authorized Users) to the Service and Catch Light Productions will otherwise cease providing the Services.
The Customer acknowledges that the only support and maintenance services which Catch Light Productions will be required to provide the Customer are those support and maintenance services expressly set out in these Terms or in the Service Order.
The Customer agrees that it must ensure that each Authorized User complies with all the provisions of these Terms and all acts and omissions of an Authorized User will be deemed to be acts and omissions of the Customer for the purpose of these Terms. The Customer will be responsible and liable for all acts or omissions of any Authorized User as if they were the acts or omissions of the Customer. It is the Customer’s responsibility to govern access to this account.
Catch Light Productions acknowledges that the Customer Data remains the property of the Customer. Catch Light Productions shall ensure the Customer Data is, to the extent practicable, signified as the property of the Customer and remain free of any lien, charge, or other encumbrance of a third party.
Catch Light Productions owns all Intellectual Property Rights in and to the Service and the BrandLink Platform, including, but not limited to, the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith (Catch Light Productions IP). Catch Light Productions shall have a royalty-free, worldwide, transferable, and perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, custom developments, feedback, or other information provided by the Customer or any Authorized User relating to the Service. During the Agreement Term, Catch Light Productions grants the Customer a limited, non-exclusive, and revocable license to use the Catch Light Productions IP throughout the world solely to the extent such use is necessary for the Customer to receive the Services and, unless revoked earlier by Catch Light Productions, the license of Catch Light Productions’s IP terminates immediately upon termination or expiry of the Agreement.
By creating a paid account with Catch Light Productions, the Customer acknowledges and agrees that Catch Light Productions may use an email or other contact information provided to Catch Light Productions to send the Customer and Authorized Users communications regarding the Services, including updates, newsletters, promotional information, and notices of Service violations. This includes in-app messaging to advise Administrators or other Authorized Users of updates.
If the Customer wishes to no longer receive any promotional material, it should use the Unsubscribe found in all promotional email communications to request removal from any mailing list. Catch Light Productions adheres to local privacy laws and at no time shares personally identifiable data with third parties.
Our privacy policy can be reviewed here, which details how personally identifiable data is processed.
Catch Light Productions will take proactive security measures designed to protect the Customer Data. These measures may include the use of reasonable physical, administrative, and technical security techniques and systems designed to prevent unauthorized access, maintain data accuracy, and regular backups of both Customer Data and the BrandLink Portal system.
All Customer Data is hosted and backed up daily on premium, ISO 27001 and SOC 2 compliant servers in the United States.
The Customer acknowledges that no data transmission over the internet can be guaranteed as totally secure and Catch Light Productions does not warrant and cannot ensure the security of any information transmitted to Catch Light Productions from the Customer over the internet or uploaded to the Service.
While redundancy and back-up systems will be in place, under no circumstances will Catch Light Productions be held liable for any loss of Customer Data to the extent that Customer Data is being transmitted over the Internet, the Customer acknowledges that Catch Light Productions has no control over the functioning of the internet, and Catch Light Productions makes no representations or warranties of any kind regarding the performance of the Internet. If the Customer Data is lost, destroyed, or altered while stored on web servers or other hardware or systems used by Catch Light Productions without fault on the part of the Customer, Catch Light Productions shall take all reasonable measures to immediately restore the Customer Data within 24 hours.
Without limiting clause 13, the Service Fees exclude all taxes and other charges such as currency exchange rate or bank transfer fee charges and it is the Customer’s responsibility to pay these taxes and additional charges.
If the Customer fails to pay any amounts due to Catch Light Productions under this Agreement (including where any payment via a credit card or direct debit facility is declined or otherwise rejected) then, without prejudice to Catch Light Productions’s other rights regarding the non- payment:
The Customer will be responsible for all costs incurred by Catch Light Productions in the collection of outstanding payments including all legal and debt collection agency costs and fees.
For Customers paying by credit card, the Customer must be authorized to use the payment method they enter when creating a billing account. The Customer authorizes Catch Light Productions to charge them for the Service Fees incurred using that payment method and for any paid feature of the Service that the Customer adds to the Service.
If this Agreement expires, Customer Data will be maintained for at least 30 days, noting that prior to expiration, the Customer may download Customer Data from the Service at any time with no additional fees.
Alternatively, the Customer can elect to retrieve a copy of the Customer Data or have Catch Light Productions deliver a copy of the Customer Data to the Customer for a specified fee to be determined depending on the amount of data stored within the Service and delivery charges. Data is returned in the format uploaded into Catch Light Productions; specifically, the latest versions of files and/or data will be provided in the folder structure provided, and if used, workflow history, and database records in the form of a CSV file.
The Customer acknowledges that the Customer Data may be deleted and will not be recoverable after this 30-day period unless alternate arrangements are made and specified in the current or a subsequent Service Order.
Unless otherwise expressly stated in writing in the Agreement, all amounts payable by the Customer in connection with the Agreement do not include an amount sales tax or any other tax, levy, duty, charge, impost, fee, deduction, compulsory loan or withholding (“Tax”). If any Tax is payable on any supply made by Catch Light Productions under the Agreement, the Customer must pay to Catch Light Productions, in addition to and at the same time as the payment for the supply, an amount equal to the amount of any Tax on the supply. Where the Customer is required by the Agreement to reimburse or indemnify Catch Light Productions for any loss or other amount incurred, the amount to be reimbursed or paid will be reduced by the amount of any input tax credit that Catch Light Productions will be entitled to claim for the loss or amount incurred and increased by the amount of any Tax payable by Catch Light Productions in respect of the reimbursement or payment.
Either the Customer or Catch Light Productions may elect to terminate this Agreement and the Customer’s access to the BrandLink Platform as from the end of the Term by providing no less than thirty (14) days written notice prior to the expiry of the Term.
If this Agreement is not terminated in accordance with the above paragraph, the Agreement Term will renew automatically at the end of the Term for a period equivalent to the expiring Term on the same terms of the Agreement, other than the Service Fees which shall be increased by any amount specified in the Service Order or Quote.
There is no termination for convenience within each Term and any pre-paid or owed Service Fees will not be reimbursed nor credited within the Agreement Term.
If Catch Light Productions is in breach of this Agreement more than 3 times in any month without remedy, the Customer may terminate for cause with 30 days’ notice, and Service Fees or other fees paid in advance to Catch Light Productions will be refunded to the Customer on a pro-rata basis, 30 days from written notice by the Customer.
Catch Light Productions may, by written notice to the Customer, terminate this Agreement:
Service Fees shall be paid in full for the Term and shall not be pro-rated should the Agreement be cancelled or terminated during the Term for any reason whatsoever.
Upon termination or expiry of the Agreement taking effect:
The termination or expiry of the Agreement does not operate to terminate any rights or obligations under the Agreement that by their nature are intended to survive termination or expiration.
The Service may contain, or be integrated or interfaced with, features, functionality, information, applications, products, systems, or internet sites that are owned or operated by a third party (“Third-Party Materials”). The Customer’s use and access of Third-Party Materials and support for such Third-Party Materials must be obtained directly from, and may be subject to the terms published or otherwise made available by, the third-party providers of the Third Party Materials. Catch Light Productions makes no representation or warranty regarding any Third-Party Materials or any materials, information or data the Customer uploads or links to (“Customer Materials”), and the Customer irrevocably waives any claim against Catch Light Productions with respect to such Third Party Materials and Customer Materials.
At any time during the Agreement Term, the Customer may request a copy of the Customer Data in the format as uploaded in the Service for a fee to be determined by Catch Light Productions at the time the request is made depending on the amount of Customer Data stored within the BrandLink Platform and associated delivery charges.
Provided the Customer is not in default under the Agreement and within an Agreement Term, Catch Light Productions shall ensure that the Customer can obtain access (via the use of a password) to the Customer Data while in the possession or under the control of Catch Light Productions.
Catch Light Productions will use all reasonable endeavors to ensure unauthorized third parties do not gain online or physical access to Customer Data without the prior consent in writing of the Customer. This includes the use of encrypted passwords, administered by the Customer.
Catch Light Productions will take all reasonable steps to ensure the security of the Service and information stored on Catch Light Productions’s web servers and other hardware or systems, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies. Provided Catch Light Productions complies with its obligations under this clause, Catch Light Productions will not be liable for any liability, loss or damage suffered by the Customer which arises out of or in connection with (1) any computer viruses being transferred by or obtained as a result of the use of the BrandLink Platform; (2) any hacking into or other similar attacks on the BrandLink Platform or Catch Light Productions’s web servers and other hardware or systems; or (3) any other data security issues in respect of the Service or Catch Light Productions’s web servers and other hardware or systems.
The Customer will be responsible for providing and maintaining its own facilities (including hardware, device, web browser, software, internet, and network capabilities) necessary for accessing the BrandLink Platform. The Service is optimized for the latest versions of modern and supported browsers; Edge, Chrome, Safari and Firefox.
Catch Light Productions will not engage in any activity that constitutes a breach by Catch Light Productions of the Modern Slavery Act 2018 (Cth) in the performance of obligations under this Agreement and it has investigated its practices and is satisfied that there are no activities that it undertakes which would amount to a breach by Catch Light Productions of the Modern Slavery Act 2018 (Cth). Confidentiality a Party shall not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information, including the terms of this Agreement, unless required by law or the rules of any relevant securities exchange. Each Party shall take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of this Agreement, do not make public or disclose the other Party’s Confidential Information. Notwithstanding any other provision of this clause, the Customer may disclose these Terms (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants and Catch Light Productions may disclose and otherwise use the Confidential Information of the Customer for the purposes of providing the Services.
A Party shall not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information, including the terms of this Agreement, unless required by law or the rules of any relevant securities exchange. Each Party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other Party’s Confidential Information. Notwithstanding any other provision of this clause, the Customer may disclose these Terms (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants and Catch Light Productions may disclose and otherwise use the Confidential Information of the Customer for the purposes of providing the Services.
The Customer must indemnify and keep Catch Light Productions indemnified against any loss, liability or damage which is suffered or incurred by Catch Light Productions, and which arises out of:
Catch Light Productions must indemnify and keep the Customer indemnified against any loss, liability or damage which is suffered or incurred by the Customer, and which arises out of:
Subject to laws in jurisdictions that do not allow the exclusion or limitation of certain liabilities, each Parties’ entire aggregate liability to the other Party for all claims, actions or proceedings over the Term under or related to this agreement will not exceed, for any claims, actions or proceedings brought in respect of any 12-month period, a maximum aggregate amount equal to the total payments made by the Customer to Catch Light Productions under this Agreement over those 12 months.
Subject to the other provisions in this clause and to the fullest extent permitted by law, neither Party will be liable for any Consequential Loss (however caused) suffered or incurred by the other Party in connection with this Agreement. This clause applies even if the Party knew or ought to have known that the relevant Consequential Loss would be suffered.
These limitations of liability apply whether such claims arise under contract, tort, (including negligence), equity, statute or otherwise. Nothing in this clause applies to or limits the obligations of the Customer in relation to payment of Service Fees.
Subject to clause 22 and any rights the Customer may have under any law, Catch Light Productions:
Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure. If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended until the relevant Party is able to resume its performance of its obligations under the Agreement.
The benefit of this Agreement shall not be assigned by either Party without the other Party’s written consent which is not to be unreasonably withheld and may be given subject to reasonable conditions as a pre-requisite to such assignment. For the avoidance of doubt, a change in ownership or control of either party does not amount to an assignment for the purposes of this clause.
No waiver of any breach of any term of this Agreement (including this sub-clause) shall be effective unless in writing signed by the Party or Parties having the right to enforce such breach and no such waiver shall be construed as a waiver of any subsequent breach.
This Agreement constitutes the entire agreement between the Parties and no representations, warranties, guarantees or other terms or conditions, whether express or implied and whether oral or in writing in relation to the subject matter of this Agreement shall be of any force or effect unless contained in this Agreement. The terms may be updated from time to time.
Subject to clause 5, any variation of this Agreement shall be of no force or effect unless confirmed and agreed to in writing between the Parties.
This Agreement shall be governed by and construed in accordance with the laws from time to time in force in Texas (United States) and the Parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of that State and any Courts competent to hear appeals there from.
If any provision of this Agreement is void, voidable by any Party, unenforceable or illegal, it shall be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending words) shall be severed from this Agreement without thereby affecting the validity, legality of enforceability of the remaining provisions (or parts of those provisions) of this Agreement which shall continue in full force and effect provided that the Agreement as amended following such severance is not substantially different from this Agreement.
“Service Fees” means the fees paid by the Customer for the Service as specified in this Agreement (including as specified in an Service Order or Quote).
“Service Order” means the access order which has been signed by the Customer or otherwise accepted by the Customer and under which Catch Light Productions offers to provide the Customer with the Services on the terms of the Agreement.
“Account” means the information, settings and details related to the Customer’s Subscription and access to the BrandLink Platform under the Agreement, including levels of access and billing information.
“Agreement” means the agreement for the provision of the Services to the Customer, comprising these Terms and the Service Order.
“Agreement Term” means the term of the Agreement, being the time period for which access is to be provided to the BrandLink Platform and the Services provided as set out in the Service Order.
“Authorized User” means a person who has been granted access to the BrandLink Platform by the Customer.
“Business Day” means a day that is not a Saturday, Sunday or public holiday in Austin, Texas and in the city, state and country where the customer predominantly operates unless specified otherwise.
“Confidential Information” means any information provided by a Party to the other Party in connection with the Services or this Agreement and in the case of Catch Light Productions, includes the Service Order or any other information regarding the BrandLink Platform, but does not include information which is in or becomes part of the public domain, other than through a breach of this Agreement or of an obligation of confidence, or information which a Party proves was independently acquired or developed without breaching any of the obligations set out in this Agreement.
“Consequential Loss” means:
“Customer” means the organization who requested the Services and is named as the customer in the Service Order.
“Customer Data” means information and data owned or supplied by the Customer to which Catch Light Productions is provided access pursuant to this Agreement or data which may otherwise be generated, compiled, arranged or developed on the BrandLink Platform in respect of the Customer by either Party pursuant to this Agreement.
“Force Majeure” means a circumstance beyond the reasonable control of a Party, which results in the Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to: acts of God, pandemics, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, cyber hacking denial of service, sabotage and revolution but do not include economic duress or lack of funds.
“Improvement” means any modification, alteration, development, new use or other change to the BrandLink Platform which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.
“Intellectual Property Rights” includes all copyright, trademark, design, or patent rights.
“BrandLink Platform” means the dedicated web platform the Customer can access and use under this Agreement to share and manage information with registered users as further described in the Service Order and which will include the data allowance, modules and features set out in the Service Order.
“Administrator” means the Authorized User(s) who have control over configuring the Service and adding other Authorized Users for the Customer.
“Party” means either Catch Light Productions or the Customer as the context dictates.
“Quote” means a pricing quote for any additional Services provided by Catch Light Productions to the Customer which, when accepted by the customer, forms a binding addendum to an Service Order.
“Services” means:
“Service Specifications” means the specifications for the BrandLink Platform as set out in this Agreement.
“Subscription” means the subscription or type of subscription that the Customer purchases from Catch Light Productions, as set out in the Service Order or otherwise agreed with Catch Light Productions.
“Terms” means these Terms and Conditions.
“Term” means the term of this agreement as specified in the Service Order.
Updated April 2024