1. Engagement of Services
Subject to the terms of this Agreement, Scion will, to the best of its ability, render the services set forth in Exhibit A) (such services, “Services”) by the completion dates set forth therein. In completing the Services, Scion agrees to provide its own equipment, tools and other materials at its own expense except as otherwise may be set forth in Exhibit A.. Scion shall perform the Services necessary to complete the Services in a timely and professional manner consistent with industry standards, and at a location, place and time that the Scion deems appropriate and in compliance with all applicable laws. Scion may, upon Client’s request and expense, conduct a background check on Scion’s employees who perform Services in such areas as may be reasonable (such as a check of driving record, credit check, etc.).Scion will not provide Client, any such employees or consultants who, to the knowledge of Scion: (a) have felony convictions or misdemeanor convictions involving violence or dishonesty; (b) have a restriction (e.g., a court order or restrictive covenant) that would prevent the person from providing Services or impose limitations on the Services that the person is able to provide to Client; (c) do not meet other guidelines reasonably specified by Client.
2. Ownership of Work Product.
- Scion hereby assigns and agrees to assign in the future to Client, ownership of all right, title and interest in and to any and all Work Product. “Work Product” means the Services expressly identified in Exhibit A and all copyrights, trademarks, patents (and any goodwill associated therewith), trade secrets and other intellectual property (or other proprietary) rights throughout the world contained in the Services delivered. Work Product does not include Scion Intellectual Property or Third Party Intellectual Property (both defined below). Work Product does not include (i) services, materials or content provided to Client by Scion that have not been uniquely produced or specifically customized for Client, (ii) concepts, products, materials or content developed by Scion entirely on Scion’s own time and not arising from the Services, (iii) any underlying Scion’s materials on which Work Product is based, (iv) technology or intellectual property made available to Client as part of generally-available maintenance, training or customer support for the Services or (v) Scion’s Confidential Information (vi) any unused sketches, drafts or designs developed in relation to the Services but not used in Work Product. Scion agrees to execute, at Client’s request and expense, all documents and other instruments necessary to effectuate such assignment of Work Product, including without limitation, a copyright assignment (“Assignment of Copyright”). Notwithstanding anything to the contrary herein, Scion may retain one copy of Work Product to be displayed on Scion’s portfolio. Scion acknowledges that Client may revoke the permission to display Work Product on Scion’s portfolio at any time.
- Any program, utility or tool (including, but not limited to, any form of a status report, presentation and process flow) created prior to the performance of the Services and/or used by Scion to assist in the performance of the Services will be the property of Scion(“Scion Intellectual Property”). Except to the extent otherwise expressly set forth in Exhibit A, Scion hereby grants to Client a perpetual, nonexclusive, nontransferable, royalty-free license to any such Scion Intellectual Property (excluding source code) that Scion has provided or delivered to Client pursuant to or in connection with the Work Product (“Scion Intellectual Property License”) solely to the extent necessary for Client to distribute and fully utilize the Work Product and as otherwise may be specified in Exhibit A. The license in this Section 2.2 in no way grants Client the right to access, alter, modify, disassemble, reverse engineer or create any derivative works of the Scion Intellectual Property.
- Unless otherwise expressly set forth in Exhibit A, (i) as between Scion and Client, any program, utility or tool of a third party incorporated by Scion into the Services (“Third-Party Intellectual Property”) will be the property of Scion, and (ii) Scion hereby grants to Client a nonexclusive, nontransferable, royalty-free license to use any such Third-Party Intellectual Property (excluding source code) for the sole purpose of such Third-Party Intellectual Property serving as a component of the applicable Services (“Third-Party Intellectual Property License”). As between Scion and Client, all rights in and to any Third-Party Intellectual Property not granted to Client hereunder are retained by Scion. The Third-Party Intellectual Property License shall continue after termination of this Agreement unless otherwise specified in Exhibit A. Notwithstanding anything to the contrary herein, the Third-Party Intellectual Property License shall terminate automatically without further action by either party upon breach of any of the terms of the Third-Party Intellectual Property License by Client or termination of the Scion Intellectual Property License or any license granted by Scion under Exhibit A.
- Client hereby grants to Scion a nonexclusive, nontransferable, royalty-free license to use Client Materials as necessary to provide the Services and Work Product, including, without limitation, creation of derivative works of the Client Materials and incorporation of the Client Materials, in original or modified form, into the Work Product. “Client Materials” means the applications and any materials and intellectual property provided to Scion hereunder in support of Scion’s provision of the Services and Work Product.
- Each party acknowledges and agrees that the other party retains the right to use, without right of accounting, its generalized knowledge, experience, and know-how (including processes, ideas, concepts and techniques) related to the Services acquired under this Agreement and incidentally retained in intangible form without the intention of avoiding its obligations of confidentiality hereunder (“Residual Knowledge”). Notwithstanding the foregoing and except as expressly granted herein, neither party shall have any rights in any Residual Knowledge that directly relates to the other party’s programs, services or Confidential Information.
3. Independent Contractor Relationship
It is expressly agreed that the Parties shall be independent contractors and nothing in this Agreement or transactions contemplated should be construed to create a partnership, agency, joint venture, or employer-employee relationship. Neither Party is the agent of the other and is not authorized to make any representation or commitment of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party. Neither Party is, and will not be, entitled to any of the benefits that the other Party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each Party agrees to accept exclusive liability for complying with all applicable national and state laws governing self-employed individuals, entities, including obligations such as payment of taxes, and other contributions based on fees paid or Services provided under this Agreement.
4. Confidential InformationAt all times during the term of this Agreement and thereafter, each party (“Receiving Party”) agrees that it, its employees, and its approved contractors, will hold the other party’s (“Disclosing Party”) Confidential Information, and the Confidential Information of any of the Disclosing Party’s subsidiaries and affiliates, in strict confidence, and further agrees not to disclose to any third parties or use any such Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall include but not be limited to, all proprietary information and materials concerning the Disclosing Party’s and its affiliates’ business and properties provided to Receiving Party hereunder, including customer and supplier lists and information, financial information, contractual information, pricing information, cost information, profit information, internal business organization information, marketing, business and expansion plans, research and development, intellectual property, technologies, processes and methods and all written and oral information concerning any of the preceding. Confidential Information shall not include information provided to Receiving Party hereunder which: (a) was previously known to Receiving Party free of any obligation to keep confidential; (b) is or becomes part of the public domain, as evidenced by a printed publication or other equally conclusive evidence, and without breach of this Agreement; (c) is received from a third party as a matter of legal right without breach of this Agreement and without confidentiality restrictions; or (d) is independently developed without reference to or use of Confidential Information received under this Agreement.
6. TerminationThis Agreement shall automatically terminate at the end of the Term stated in Exhibit A, unless terminated earlier pursuant to this Section 6. Each party may terminate this Agreement with or without cause, upon providing a Ninety (90) days’ prior written notice to the other party. A party hereunder may terminate this Agreement immediately upon: (i) the admission by the other party in writing of the inability to pay debts generally as they become due or the taking of any corporate action tantamount to such admission; (ii) the other party ceasing to do business as a going concern; or (iii) the other party making any assignment for the benefit of creditors. Further, each Party may terminate this Agreement immediately in its sole discretion upon the other Party’s material breach of Section 4 (“Confidential Information”). The rights and obligations contained in 4 (“Confidential Information”), 5 (“Data Protection”), 7 (“Indemnification”), 8 (“Limitation of Liability”), and 10 (“Disputes”) will survive any termination of this Agreement.
- Indemnification by Scion. Scion shall indemnify and hold harmless Client, its subsidiaries and affiliates, their respective directors, officers, employees, sublicensees, agents, attorneys, affiliates, successors, and assigns from any and all third-party claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, incurred by Client (including reasonable attorneys’ fees and costs of suit) to the extent arising from (a) any claim brought against Client alleging that the Work Product or Scion Intellectual Property infringes or otherwise misappropriates a registered patent, copyright, or trademark or a trade secret in existence as of the date of delivery to Client of the applicable Work Product or Scion Intellectual Property. At its sole option and expense, Scion may (i) procure for Client the right to use the Work Product, (ii) replace the Work Product with a non-infringing substitute while maintaining substantially equivalent functionality or (iii) suitably modify the Work Product so that it is non-infringing. If, in the reasonable discretion of Scion, neither (i), (ii) nor (iii) is commercially reasonable, Scion shall refund to Client all amounts paid hereunder for the infringing Work Product. Notwithstanding the foregoing, Scion assumes no liability for infringement claims arising from (a) combination of Scion’s work with products not provided by Scion personnel, if such claim would not exist in the operation or use of Scion’s work or in the Work Product itself; (b) modification of the Work Product, unless Scion personnel made such modification; or (c) any Client Materials. THE FOREGOING STATES THE ENTIRE LIABILITY OF SCION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION AGAINST CLIENT.
- Indemnification by Client. Client shall indemnify, defend and hold harmless Scion, its subsidiaries and affiliates, their respective directors, officers, employees, sublicensees, agents, attorneys, affiliates, successors, and assigns from any and all third party claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, incurred by Scion (including reasonable attorneys’ fees and costs of suit) to the extent arising from a) any claim brought against Scion alleging that the Client Materials infringe or otherwise misappropriate a registered patent, copyright, or trademark or a trade secret in existence as of the date of delivery to Client of the Work Product and/or Scion Intellectual Property containing such Client Materials , b) Client’s breach of a representation or warranty made in Section 4 above, or c) the negligence or willful misconduct by Client, its agents, its contractors and/or subcontractors in connection with the provision and use of the Services as contemplated by this Agreement. THE FOREGOING STATES THE ENTIRE LIABILITY OF CLIENT WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION AGAINST SCION.
8. Limitation of LiabilityExcept in the event of a breach of Section 4 (“Confidential Information”), a breach of Section 5 (“Data Protection”), or to the extent a third party seeks such damages in connection with a party’s indemnification obligation pursuant to Section 7 (“Indemnification”), neither party will be liable for special, incidental or consequential damages or lost profits (however arising, including negligence) arising out of or in connection with this Agreement. Except in the event of a breach of Section 4 (“Confidential Information”), a breach of Section 5 (“Data Protection”), or a claim under Section 7 (“Indemnification”), in no event will either party be liable to the other party in an amount greater than the amounts paid or payable by Client hereunder. This limitation of each party’s liability is cumulative, with all payments for claims or damages in connection with this Agreement being aggregated to determine satisfaction of the limit. the existence of one or more claims will not enlarge the limit.
9. Force Majeure and DelayNeither Party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control (“Force Majeure”), including but not limited to, accident, acts of nature, fire or water damage, third-party criminal conduct, acts of God, war, terrorism, riots, disease or medical epidemics, pandemics or outbreaks, power or other utility outages, labor disputes or strikes, shortages of or inability to obtain labor or supplies, or other similar causes, provided each party shall take commercially reasonable measures to mitigate the effects of such force majeure events or causes. Such events or causes do not include inability to meet financial obligations. In case of termination of the Agreement due to Force Majeure, Client is liable to pay any or all payments for work done until date of termination. Scion, upon receipt of all dues form the Client, shall hand over blueprint, designs, etc. related to Work Product even though unfinished to Client in a commercially feasible manner. However, Scion shall not be liable for the suitability and /or usefulness of such incomplete Work Product for the purposes of this Agreement.
10. DISPUTE RESOLUTION:
- Choice of Law. This Agreement shall be governed in all respects by the laws of Singapore. Client agrees that in the event of any breach or threatened breach by Client, Scion may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Scion against any such breach or threatened breach.
Your Data Protection Rights
You may have the following rights:
- The right to be provided on request with a copy of your personal data.
- The right to rectification of inaccurate data we may have recorded about you.
- The right to the erasure of your data (“Right to be Forgotten”) which we no longer have justification for recording. including where such personal data would no longer be necessary to achieve the purposes.
- The right to object to processing of your data which is being done on the basis of our legitimate interests.
- The right to refuse to be contacted for direct marketing purposes.
- The right to restrict the processing of your personal data when:
- the basis for its processing is in dispute;
- its accuracy is in dispute;
- we cannot establish a lawful basis for its processing, but you do not wish it to be erased;
- we no longer need your data, but you need it for the establishment, exercise, or defense of legal claims;
- you object, where applicable, to our processing your data on the basis of our legitimate interests, pending verification of whether our interests override.
- The right to be provided in a structured, commonly used and machine-readable format with a copy of your data which we process on the basis of your consent or contractual necessity, or to have it transferred directly to another data controller (“Data Portability”).
If you are not satisfied with our responses or are otherwise concerned with how we process your personal data, you also have the right to make a complaint at email@example.com.
Communities and Forums Offered on our Site
We may provide areas on our Site where you can post information about yourself, including your name and email address, communicate with others; upload content; and post comments. Such postings are governed by our Terms of Service. Also, whenever you voluntarily disclose personal data on our Site, that data will be available and can be collected and used by others who have authorized access to your content.
We encourage you to exercise discretion and caution with respect to your personal data. Once you have posted data, you may not be able to edit or delete such data.
Any personal data that you disclose through our Site, or other online forums hosted on our Site, may be collected and used by others. We recommend caution when giving out personal data to others in these online forums.
Our Site is a general audience site not intended for use by children, and we do not knowingly collect personal data from children. You may access our Site only if you are of legal age to lawfully form a binding contract.
Transfers of Personal Data Outside of Europe
The global extent of Scion’s business may necessitate the transfers of personal data to its affiliates, clients, business partners and service providers on a worldwide basis. When personal data is transferred to Scion’s affiliates, transfer takes place in accordance with the applicable data privacy laws of the country, such as the European Union’s General Data Protection Regulation (“GDPR” or the “Regulation”) or The Personal Data Protection Act, (No. 26 of 2012) (“PDPA” of Singapore).
In case of transfer of Persona data from the European Economic Area (EEA), at least one of the following safeguards to protect your personal data to a similar level as within the EEA will be applied:
- Our business partners or service providers are located in countries which have been designated by the European Commission as having an adequate national standard of data protection; or
- We will require our affiliates, business partners and service providers to adopt the data protection standard contractual clauses (“SCC”) pre-approved by the European Commission.
Scion follows generally accepted industry standards to protect the personal information and email address submitted to us, both during transmission and once we receive it. However, by using the Site, the users accept the inherent security risks of data transmission over the internet and the World Wide Web and therefore, , while we strive to use commercially acceptable means to protect your personal information and email address, we cannot guarantee its absolute security.
Changes to This Policy
We will occasionally update this Policy to reflect changes in our practices and services. When we post changes, we will revise the “Last Updated” date at the top of the Policy. If we make any material changes in the way we collect, use, and/or share your personal data, we will notify you by email to the email address you most recently provided us in your account, profile or registration, if we have such an email address, and/or by prominently posting notice of the changes on our Site. We recommend that you check our Site from time to time to inform yourself of any changes in this Policy.
©2021 Scion Social. All rights reserved.