VMG Digital Creative Briefing Platform
Terms of Service
Last updated 19 Dec 2019
1. User acknowledgement and acceptance of Terms of Service
Your use of the platform, accessible through the website located at create.vmgdigital.com and all related products and services (collectively, the "Platform" or "Site" or "Create@VMG Digital") offered by Velocity Made Good Digital Pty Ltd ("VMG", "VMG Digital", "we", "us", or "our") is governed by these Terms of Service ("Terms").
Your use of the Platform may be subject to additional terms, policies or rules applicable to the Platform or certain changes to the Platform features that may occur from time to time. ("Additional Terms").
We may post on or link to from the Platform or otherwise provide to you these Additional Terms. Unless otherwise agreed to in writing, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.
You acknowledge and agree that it is your responsibility to review these Platform Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this Platform after such modifications will constitute acknowledgement of, and agreement to abide and be bound by the Additional Terms.
If you are accessing the Platform on behalf of an entity that has a separate written agreement with VMG Digital (a "Statement of Work"), the Statement of Work will take precedence if there are any conflicts with these Terms.
Unless expressly stated otherwise in these Terms, your sole remedy for dissatisfaction with this site, or any products, services, content, or other information contained within, is to stop using the site and/or the related VMG Digital products or services.
2. Create@VMG Digital Service Description
The VMG Digital Platform enables you to:
VMG Digital reserves the right to either modify or discontinue any of the Platform services, features and functionality, at any time with or without notice to you. VMG Digital will not be liable to you in anyway should we exercise this right.
3. Account Creation and Account Privacy
In order to access the Platform, you will be required to create an account by completing an online registration form, which requests certain information and data ("Registration Data"), By creating an Account (username and password), you agree that all information provided in the Registration Data is true and accurate.
Alternatively, you may access the Platform through your Facebook account (username and password).
You are responsible for maintaining the confidentiality of your Account information. You also agree that you will maintain and update this information on a regular basis in order to keep your Account current, complete, and accurate.
You may cancel any Account registered to you at any time by emailing us at firstname.lastname@example.org.
When you create or subsequently update an Account, you must provide information that lets us contact you and process payments through our third-party payment partner Stripe.
Account information collected by VMG Digital will be held and used in accordance with VMG Digital's Privacy and Confidentiality Policy and will not be shared with third parties.
While VMG Digital takes commercially reasonable measures to ensure the security of the Platform we do not guarantee or warrant the security or confidentiality of the Platform, your Account, or any Assets contained within.
Subject to Clause 13 any and all information collected by the payment processor Strip is subject to its policy located at https://stripe.com/au/privacy.VMG Digital does not retain any financial payment information.
4. Use of Platform
In your use of the Platform you agree not to do any of the following:
Subject to Clause 18 Termination, if VMG Digital believes you have breached the Use of Platform Terms we may take any action we deem reasonable, including removing your content, your messages or suspending or terminating your Account with or without notice to you. VMG Digital will not be liable to you or any third party for any such suspension or termination.
5. Sale and Purchase of Services
By clicking Confirm and Pay you hereby agree to purchase, the services of the description and quantity described on the Approve Cost window and incorporated herein by this reference on the terms and conditions set forth in these Terms of Service.
You agree to pay the price of the services as listed on this Platform ("Purchase Price"). VMG Digital retains the right to adjust at any time, without notice, the stated Purchase Price of the services.
6. Terms of Production
a) VMG will only commence the studio briefing and production process once the brief details have been completed, and all required assets have been provided by you, through the Platform, and received by us ("Date of Briefing"). The required assets where applicable include but are not limited to the following:
It is your responsibility to ensure that all relevant information is supplied as part of the brief details. In the event there is insufficient information provided VMG Digital may get in contact with you to clarify the brief details. This may impact the Date of Briefing.
You warrant that the Original Assets provided by you to VMG Digital carry the adequate commercial licenses to be used for advertising purposes. VMG Digital will not be liable in any way for any direct or third-party copyright infringement arising from the use of Original Assets or any other assets as provided by you to us.
The Packages, Individual Assets and their associated Purchase Price as listed on the site do not include VMG Digital sourcing or providing, on your behalf, stock images or video, music or audio files or any other visual assets.
If you require VMG Digital's assistance with this, please contact our Customer Service team on email@example.com. For the sake of clarity additional fees may be applicable.
b) The first draft of your purchased assets will be provided to you by VMG Digital within five (5) working days from the Date of Briefing. You will be notified through a Platform alert and email communication that the first draft is available for your review. ("First Draft Review Date")
Any feedback, comments and requested revisions are to be made by you through the Platform within five (5) working days of the First Draft Review Date.
The second draft of your purchased assets will be provided to you by VMG Digital within two (2) working days of receipt of your feedback from the first draft review. You will be notified through a Platform alert and email communication that the second draft is available for your review. ("Second Draft Review Date" )
Any feedback, comments and requested revisions are to be made by you through the Platform within five (5) working days of the Second Draft Review Date.
c) The Final Assets will be provided to you by VMG Digital within two (2) working days of receipt of your feedback from the second draft review. You will be notified through a Platform alert and email communication that the final assets are available for download and submission. ("Final Asset Delivery Date").
For the sake of clarity, Final Assets do not include the respective working files or raw files of the assets contained within.
Upon Final Asset Delivery Date you must either download the assets and mark the project as accepted through the Platform OR directly submit your assets to Facebook Ads Manager, by completing the Facebook Account Authentication through the Platform, and mark the project as complete ("Project Completion Date").
d) If either before or after the Final Asset Delivery Date or before or after the Project Completion Date you require any of the following:
please contact our Customer Service team on firstname.lastname@example.org. For the sake of clarity additional fees will be applicable.
7. Dispute resolution
VMG Digital applies industry best practice creative principals to ensure your creative meets the highest levels of expectations.
However, as VMG Digital create the assets based on the details contained within your brief and the details, quality and timeliness of your requested revisions, VMG Digital does not warrant that the assets will be fit for purpose.
Nor does VMG Digital warrant that the above-mentioned turnaround days will be explicitly met.
In the event of any dispute between VMG Digital and you in relation to the services provided through the Platform the following process will apply:
(i) You will need to contact VMG Digital Customer Service and lodge a support ticket. (ii) VMG Digital will evaluate your request and thereafter provide additional support on a chargeable basis.
For the sake of clarity, in the event of any dispute, no refund will be applicable.
8. Platform Updates and Maintenance
VMG Digital may update the Platform features and functionality contained within at any time with or without notifying you.
VMG Digital will make best endeavours to notify you, in advance, of planned maintenance or other downtime but cannot guarantee that notice will always be provided.
9. Copyright and Intellectual Property
VMG Digital owns all rights in the Platform, including but without limitation all software (including source and object code), creative and usage data, information, graphics, algorithms, modifications, updates, and any derivative works.
VMG Digital owns the copyright of and all intellectual property contained within our creative process and thereby contained within the Final Assets provided by us to you. Including but without limitation our story board process; our workflow and methodology and our proprietary tools.
You retain ownership of all copyright of intellectual property contained within the Original Assets provided by you and VMG Digital makes no claim in this regard.
You grant VMG Digital a non-exclusive, perpetual, royalty-free, worldwide license to copy, store, display, modify, create derivative works of, and otherwise use the Original Assets and Final Assets as needed to provide the services you have purchased through the Platform.
VMG Digital will retain copies of all: Original Assets submitted by you to our Platform; copies of all final assets provided to you on the Final Asset Delivery Date; and copies of all Asset Performance Data within our Platform database for a period of seven (7) years as required under relevant legislation and for internal and external auditing purposes.
For the sake of clarity VMG Digital will not share your Original Assets, Final Assets or Asset Performance Data with any other third parties other than as expressly stated in these Terms or as required by any applicable laws.
10. Promotional Use
You grant VMG Digital a limited, non-exclusive, non-transferable rights and permission to use your company name, logo, trademark, Final Assets created through the VMG Digital Service for promotion, presentation and training purposes. For the sake of clarity, VMG will not publicly share or promote any Final Assets prior you displaying them on publicly accessible social media or digital sites.
Further you consent to the use by VMG Digital, for promotion and case study purposes, of performance metrics and data collected by the Platform for ads submitted by you to Facebook Ads Manager through the Platform. ("Asset Performance Data")
11. Use of Customer Data
By creating an Account, you agree for your contact details being added to the VMG Digital customer database. You give permission to be contacted after the delivery of your final assets with communications that include but are not limited to: requests for feedback, promotional notifications and marketing campaigns.
You will be able to unsubscribe at any time via the unsubscribe link found on the emails and your contact details will be removed from our database as per applicable data privacy laws.
Subject to Clause 9 and internal and external auditing requirements, VMG Digital will delete any Original Assets as requested in writing by you.
By uploading assets to Facebook Ads Manager directly through the Platform you provide consent for VMG Digital to collect Asset Performance Data and display the data for your viewing within the Platform.
12. Privacy and Confidentiality
13. Payment and Fees
Payments must be made via a valid credit card ("Payment Method") unless otherwise provided in a Statement of Work agreement.
The total amount of the Purchase Price as stated on the Platform shall be payable in full by you at the point of submitting the Confirm and Pay button.
By providing us with payment information for the applicable Payment Method, you agree that we are authorized to immediately charge you for all fees owed by you and payable to us in connection with use of the Platform and that no additional notice or consent is required.
VMG Digital will not be responsible for any fees your financial institution may impose upon you as part of the Payment Method.
You agree to notify us as soon as practicably possible of any change in contact information, billing address or the credit card number related to the Payment Method.
As of the current date of these Terms of Service, we use the Stripe payment gateway for payment services (e.g., card acceptance, merchant settlement, and related services). By using the Platform and applicable Payment Method, you agree to be bound by Stripe's policies (available at https://stripe.com/au/privacy) with respect to the processing of payments and the handling of personal information, and authorize VMG Digital and Stripe to share any information you provide with third parties solely as required to complete your transactions.
VMG Digital reserves the right at any time to change, without notice, the billing methods available through the Platform.
14. Taxes and GST
The Purchase Price listed on the Platform is exclusive of taxes, duties, levies, tariffs, and any other applicable governmental charges (including, without limitation, Sales Tax or GST if applicable) (collectively, "Taxes").
You shall be responsible for the payment of all applicable Taxes that may be due in connection with your use of the Platform.
You represent and warrant to VMG Digital that: (i) you have the legal right to access and use the Platform and to enter into and fully perform your obligations under these Terms, (ii) your Original Assets do not infringe the rights of any third party, violates applicable law, or contains viruses or other malicious or harmful software, (iii) you have the legal right to transmit, post, store, and otherwise use your Original Assets on the Platform as contemplated in these Terms.
VMG Digital does not make any warranty that (i) the Final Assets will meet your requirements, (ii) the Platform will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Final Assets will be effective, accurate or meet your campaign objectives, or (iv) the quality of any services purchased or obtained by you from the Platform will meet your expectations or be free from mistakes, errors or defects.
VMG Digital does not make any warranty regarding any transactions executed through, or in connection with this site, and you understand and agree that such transactions are conducted entirely at your own risk.
Any warranty that is provided in connection with any products, services, or information available on or through this site from a third party including without limitation Stripe and Facebook Ads Manager is provided solely by such third party, and not by VMG Digital.
The foregoing is made to the fullest extent permitted by law in this jurisdiction.
16. Limitation of Liability
Except in the case of gross negligence, wilful misconduct, or misappropriation of intellectual property, in no event will either party be liable for any indirect, incidental, special, or consequential damages, however caused and on any theory of liability, arising out of or related to these Terms or the use of the Platform, even if advised of the possibility of such damages. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
VMG Digital shall not be liable for the conduct of third parties, including other users of the Platform and any providers of third-party services.
The foregoing is made to the fullest extent permitted by law in this jurisdiction.
You agree to defend, indemnify, and hold VMG Digital, our Affiliates, employees, officers, agents and third-party suppliers, harmless from all liabilities, claims, accusations and expenses, including legal fees, that arise from your use or misuse of this site or your use of misuse of any deliverables that is a result of your use (or misuse) of this Platform and or your interaction with VMG Digital or from any breach of these Terms.
The foregoing is made to the fullest extent permitted by law in this jurisdiction.
VMG Digital has the right to, immediately and without notice, suspend or terminate your Account or your access to any portion of the Platform.
VMG Digital will not be liable to you or any third party for any such suspension or termination.
You may terminate and cancel your Account at any stage with 14 days written notice to VMG Digital. If you are accessing the Platform on behalf of an entity that has a separate SOW with VMG Digital, cancellation will only be effective upon full payment of any amounts that may be outstanding under the SOW.
If your Account is terminated or if you cancel your Account, the rights to use the services on this Platform immediately cease. Further you will not be entitled to receive a refund for any fees related to the services purchased through the Platform.
19. Effects of Termination
Upon termination of these Terms, Sections 12, 15, 16 and 17 will survive.
20. Force Majure
VMG Digital shall not be liable for any delay or failure to perform services resulting from, directly or indirectly, forces beyond its control, including, without limitation: acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems.
21. Governing Law
These Terms are governed by and constructed in accordance with the laws of New Zealand without regard to conflict of law principles. Both parties agree to submit to the exclusive personal jurisdiction of the state and federal courts located within New Zealand for resolution of any lawsuit or court proceeding permitted under these Terms.
22. Third Party Terms
Unless expressly stated otherwise, these Terms do not apply to any third-party websites, services and applications ("Third-Party Services") that you may access through the Platform, such as payment processing services or social media platforms.
You agree to comply with all terms of service or other agreements applicable to such Third-Party Services. VMG is not responsible for the content or practices of Third-Party Services. It is your responsibility to carefully review the terms of service of any Third-Party Service you access through the Platform.
VMG Digital may remove or change any Third-Party Service without notice.
All notices from VMG Digital will be provided via e-mail to the address associated with your Account.
All notices from you to VMG Digital under these Terms shall be made either via email to email@example.com or in writing to: VMG Digital Pty Ltd. Level 2, 24 Wyndham Street, Auckland, New Zealand 1010.