Terms & Conditions for Agents

The following Standard Terms and Conditions (Agreement) apply to all services provided by you, the Agent, to Watch Me Think Pty Ltd (ACN 147 167 020) of Brisbane, Queensland, Australia (Watch Me Think) and its associated entities under the domain name Watch Me Think.com (the Site).

1. Scope of Services

The Agent agrees, for the Term, to provide or procure people or personnel (Thinkers) to upload video opinions, reviews, comments or other content (the Content) in accordance with the brief provided by Watch Me Think, which will be published by Watch Me Think on the Site or to Watch Me Think's client (the Services). The Agent will also comply with any reasonable directions provided under this Agreement.

If the Agent is required by local law to translate any terms of this Agreement into another language, the Agent ensures it will do so at its own cost. If this Agreement is required to be translated by local law, the parties agree to have it translated upon demand by either party whereby each party shall share the cost of translation 50:50.

2. Fees, Tax and Payment

Watch Me Think will pay the Agent the Fee in $AUD (unless otherwise agreed in writing) upon satisfactory completion of the Services. The Agent shall submit a tax invoice after all Content has been delivered to Watch Me Think in accordance with the Services (unless other payment terms are specified and agreed).

The Agent shall ensure it complies with all applicable taxation obligations arising in connection with this Agreement.

3. Confidentiality

The Agent and the Thinkers shall not disclose to any third party any information received by them during the course of the Services, including details about the brief (including Watch Me Think's client), the tasks involved, questions asked, format, methodologies used, the Fee or this Agreement. The Agent and the Thinkers must not store, copy, reproduce, transmit, distribute, modify, publish or broadcast any such content or information except as is specifically required for use in the research for the brief or as required by law.

The Agent must ensure there is no conflict of interest or that the Thinker or the Thinker's immediate family members are not affiliated with or have an interest in a company that sells, distributes or is otherwise affiliated with the product or service features in the Content or is affiliated with a competitor of the featured product or Watch Me Think's client.

4. Intellectual Property

The Agent agrees and shall ensure that its Thinkers agree and accept:

1. any and all Content and intellectual property created by the Agent or Thinkers under or for the purposes of this Agreement shall be assigned and vest in Watch Me Think, such that Watch Me Think will be the author and owner of the Content. The Agent or Thinker waive all rights to authorship or attribution in connection with the Content (moral rights); and
2. any and all Content and intellectual property does not infringe on any other third party and is free from any defect.

The Agent is responsible for collecting and keeping any documentation (either of their own or provided by Watch Me Think) that acknowledge the Thinker's agreement to Watch Me Think's title and rights in the Content or intellectual property in connection with this Agreement, in a confidential and secure place, and upon request by Watch Me Think, the Agent will be able to provide to Watch Me Think with any copies of this/these acknowledgment(s).

5. Liability

1. Agent and the Thinkers will perform the Services with a high degree of care and diligence, in accordance with this Agreement, and ensure that they will comply with all applicable local laws as well as any applicable laws governing this Agreement. The Agent and Thinkers will also ensure they comply with any policies and procedures communicated to them by Watch Me Think during the Term.
2. The Agent agrees to indemnify Watch Me Think and its associated entities (including its employees, directors, agents and subcontractors) and holds Watch Me Think harmless for any claim, loss, action or damage suffered by Watch Me Think for any breach of applicable laws, breach of this Agreement, any negligent act, error, omission or misrepresentation caused by the Agent or any Thinker in connection with this Agreement.

6. Data Protection and Privacy

For the purposes of this Clause 6, the following terms shall have the following meanings: “Data Protection Legislation” shall mean all applicable data protection, privacy and electronic marketing legislation, including Regulation (EU) 2016/679 (“GDPR”), any national legislation implementing the GDPR, the Privacy and Electronic Communications Regulations 2003, and any codes of practice issued by a competent authority relating to the same; “Thinker Data” shall mean personal data of the Thinkers, and which may include the image, likeness, voice of the Thinkers as well as opinions expressed by the Thinkers and data contained in the Content; and “controller”, “data subject”,“personal data”, “personal data breach”, “processing”, “processor”, “pseudonymisation” and “supervisory authority” shall have the meanings attributed to them in Article 4 of the GDPR.

6.1. The Agency may pass certain Thinker Data to Watch Me Think from time-to-time and the parties acknowledge and agree that Watch Me Think shall be a controller in respect of such Thinker Data.

6.2. In respect of the Agency’s collection and processing, and disclosure of Thinker Data to Watch Me Think, the Agency shall:

6.2.1. comply with Data Protection Legislation;

6.2.2. comply with the reasonable instruction of Watch Me Think;

6.2.3. only permit its employees, staff or other personnel instructed by the Agency to access Thinker Data where it is necessary for them to do so, and ensure that such employees staff or other personnel have received adequate training in respect of personal data and Data Protection Legislation, and that they are bound by industry-standard confidentiality obligations (which include keeping such Thinker Data confidential);

6.2.4. conduct adequate due diligence on any processors who may access Thinker Data to ensure that such processors provide sufficient guarantees to keep Thinker Data secure;

6.2.5. have in place a written agreement with all processors that access Thinker Data that includes all terms and obligations required under Data Protection, including that each processor shall implement appropriate technical and organisational measures to keep Thinker Data secure;

6.2.6. provide all reasonable assistance to Watch Me Think to enable Watch Me Think to comply with Data Protection Legislation, including assisting in any data protection impact assessments that Watch Me Think deems necessary and providing Thinkers with Watch Me Think’s privacy notice (if requested by Watch Me Think);

6.2.7. notify Watch Me Think without undue delay, and in any event within 5 days, if it receives any data subject rights request from a Thinker and not reply to such request without the specific consent from Watch Me Think;

6.2.8. in the event that the Agency receives any complaint, notice or communication (from either a supervisory authority or a data subject) which relates directly or indirectly to the processing of Thinker Data or to either party's compliance with Data Protection Legislation: (i) notify Watch Me Think without undue delay; (ii) not respond to any data subject or supervisory authority without Watch Me Think’s written consent; and (iii) provide Watch Me Think and any supervisory authority (if applicable and if consent from Watch Me Think has been given) with full co-operation and assistance in relation to any such complaint, notice or communication;

6.2.9. notify Watch Me Think without undue delay, and in any event within 72 hours, upon becoming aware of any personal data breach which relates to Thinker Data;

6.2.10. demonstrate its compliance with this Clause 6 upon request by Watch Me Think (such request to be limited to once per year);

6.2.11. take appropriate technical and organisational measures against the unauthorised or unlawful processing of Thinker Data, and against the accidental loss or destruction of, or damage to, Thinker Data, such measures may include:

1. the pseudonymisation and encryption of Thinker Data;
2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
3. the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing; and

6.2.12. notify Watch Me Think without undue delay in the event that it reasonably suspects that its processing of Thinker Data or Watch Me Think’s processing of Thinker Data is in breach of Data Protection Legislation.

6.3. In the event that the Agency has collected Thinker Data specifically for the purpose of providing such data to Watch Me Think, the Agency shall delete all such Thinker Data within 12 months of disclosing the Thinker Data to Watch Me Think unless: (i) it has received written instructions from Watch Me Think not to do so; or (ii) it is required by applicable laws to retain the Thinker Data. For the avoidance of doubt, the Agency shall be permitted to retain and process personal data (which may include Thinker Data) where it is an independent controller of such personal data and processes such personal data independent of this Agreement.

6.4. The Agency agrees to indemnify Watch Me Think and defend Watch Me Think, at the Agency’s own expense, against all costs, claims (including by a data subject), fines (including from a supervisory authority), group actions, damages or expenses (including reasonable legal expenses and any VAT thereon) incurred by Watch Me Think, or for which Watch Me Think may become liable, due to any failure by the Agency or its employees, agents, processors, subcontractors or sub-processors to comply with any of its obligations under Clause 6.2 or Data Protection Legislation.

6.5. The Agency acknowledges that it may be a controller, processor or both of the Thinker Data but that its role will not preclude the Agency from complying with the terms of this Clause 6.

7. Survival

Clauses 3, 4, 5 and 6 survive the termination of this Agreement.

8. Termination

Watch Me Think may terminate this Agreement for any reason by providing immediate notice in writing. Following termination, Watch Me Think shall pay those fees incurred by the Agent up to the date of termination.

9. Governing law

The governing law of this agreement is that of Queensland, Australia.

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Thinker's Acknowledgment

If you do not have an existing Agreement with your Thinkers that covers the relevant points made above, you may want to use (and where applicable translate) the text below and ask your Thinkers who participate to agree to the following terms and sign.