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CLEARADS TRUSTMARK LICENCE TERMS

ACCEPTANCE OF TERMS

By downloading, using, or displaying any ClearAds Trust Mark, you (Licensee or you) agree to be bound by these Licence Terms (Terms).

If you do not agree to these Terms, you must not use the Trust Mark.

ClearAds (ABN 76 101 842 184), a division of Free TV Australia Limited (ClearAds, we, us, or our), operates a pre-vetting service for advertisements. We own or have rights to use the Trust Mark and grant you a limited licence to use them subject to these Terms.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms:

Approved Advertisement means any advertisement you have submitted that has received clearance approval from ClearAds and where such approval remains current and valid.

Intellectual Property Rights means all intellectual property rights, whether or not now existing, both registered and unregistered, protected by statute, common law or equity in Australia or elsewhere in the world, including copyright, trade marks, designs, patents, patentable information, know-how, inventions, processes (whether in writing or recorded in any form), licences and other rights to possess and use the works and other subject matter or intellectual property rights, trading names and domain names, but excluding moral rights

Oasis means the ClearAds online client portal, currently accessible at https://clearads.com.au, through which ClearAds delivers notices and makes available updated Terms, as may be replaced or succeeded by an equivalent portal from time to time.

Permitted Purpose means use of the Trust Mark solely and exclusively in connection with, and as part of, an Approved Advertisement in the form in which it was submitted to and approved by ClearAds, and for no other purpose.

Protected Parties means ClearAds, Free TV Australia Limited, and each of their respective officers, employees, agents, and successors.

Territory means Australia.

Trust Mark means the ClearAds certification marks and logos owned or controlled by ClearAds and made available for use under these Terms, as may be updated from time to time.

1.2 Interpretation

In these Terms, unless the context otherwise requires, references to clauses and schedules are references to clauses of and schedules to these Terms, headings are for convenience only and do not affect interpretation, the singular includes the plural and vice versa, and a reference to a party includes that party’s successors and permitted assigns.

2. GRANT OF LICENCE

2.1 Licence Grant

Subject to your compliance with these Terms, ClearAds grants you a non-exclusive, non-transferable, revocable licence to use the Trust Mark in the Territory for each Approved Advertisement, for the duration of the applicable approval period. This licence extends to all Approved Advertisements from time to time and a separate acceptance of these Terms is not required for each Approved Advertisement.

2.2 Scope of Use

You may only use the Trust Mark:

  • for the Permitted Purpose;
  • in the specific formats, sizes, and colour schemes provided by ClearAds; and
  • in a manner that maintains the quality and reputation associated with the Trust Mark.

2.3 Restrictions on Use

You must not:

  • use the Trust Mark in relation to any advertisement that has not received ClearAds approval, or where approval has expired, been withdrawn, or been revoked;
  • use the Trust Mark for any purpose other than the Permitted Purpose, including in any pitch document, media kit, company website, press release, social media account, or marketing collateral, or in any manner that implies a general endorsement by ClearAds of your business, products, or services beyond the specific Approved Advertisement;
  • alter, modify, or adapt the Trust Mark in any way without our prior written consent;
  • use the Trust Mark in any manner that could damage or dilute its distinctiveness or reputation;
  • use the Trust Mark as part of your corporate name, business name, or domain name;
  • register or attempt to register the Trust Mark, any logo or confusingly similar mark;
  • do any act that infringes the Trust Mark within the meaning of section 120 of the Trade Marks Act 1995 (Cth);
  • represent that you own the Trust Mark or have any rights beyond those expressly granted in these Terms;
  • sublicense or permit any third party to use the Trust Mark; or
  • use the Trust Mark in a manner that violates any applicable law or regulation.

3. DURATION AND TERMINATION

3.1 Duration

Your licence to use the Trust Mark for each Approved Advertisement continues until that approval is either expired, withdrawn, or revoked. Approved Advertisements are approved for a 2-year period from the date of approval with the exception of government advertisements which have an approval period of 3 months.

3.2 Termination by You

You may stop using the Trust Mark at any time by advising ClearAds, ceasing all use and complying with clause 3.6.

3.3 Termination by ClearAds

We may terminate your licence to use the Trust Mark immediately by notice (which may be by email) if:

  • you breach any provision of these Terms and fail to remedy that breach within 7 days of receiving written notice requiring you to do so;
  • you use the Trust Mark in breach of clause 2;
  • any advertisement for which you use the Trust Mark is found to breach applicable advertising codes, standards, or laws;
  • your use of the Trust Mark brings or may bring the Trust Mark or ClearAds into disrepute;
  • ClearAds approval for any advertisement is withdrawn or revoked and you fail to immediately cease using the Trust Mark in connection with that advertisement;
  • you become insolvent, enter administration, liquidation, or any other form of external administration, or cease to carry on business; or
  • we determine, in our sole discretion, that continuing your licence would be inconsistent with our business interests or the integrity of the Trust Mark.

3.4 Suspension

Without limiting clause 3.3, we may by notice suspend your right to use the Trust Mark in respect of one or more Approved Advertisements (without terminating the licence in respect of other Approved Advertisements) if:

  • you receive any complaint, investigation notice, or regulatory correspondence from any regulator (including ACMA, Ad Standards, ACCC, TGA, AHPRA, or any state or territory regulatory authority) in respect of that Approved Advertisement;
  • any adverse determination, finding, or ruling is made against you in respect of that Approved Advertisement by any regulator, court, or tribunal; or
  • we reasonably consider that continued use of the Trust Mark in connection with that Approved Advertisement poses a material risk to the reputation or integrity of the Trust Mark pending the outcome of any regulatory process.

A suspension under this clause continues until we lift it by written notice or until the licence is terminated under clause 3.3. During any suspension you must immediately cease use of the Trust Mark in connection with the relevant Approved Advertisement and comply with clause 3.6 in respect of that advertisement.

3.5 Modification or Discontinuation

We reserve the right to modify, suspend, or discontinue the availability of the Trust Mark for use at any time without liability to you.

3.6 Effect of Termination or Suspension

Upon termination of the licence, or during any suspension in respect of a relevant Approved Advertisement:

  • your licence under clause 2.1 (or the relevant suspended portion of it) immediately ceases;
  • you must immediately cease all use of the Trust Mark (or, in the case of a partial suspension, all use in connection with the relevant Approved Advertisement);
  • you must immediately withdraw, unpublish, or procure the removal of any Approved Advertisement bearing the Trust Mark from all media, platforms, and channels (including digital, broadcast, and online channels), and must within 7 days remove or destroy all materials containing the Trust Mark that are in your possession, custody, or control; and
  • termination does not affect any rights or obligations that accrued before termination.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership

You acknowledge and agree that:

  • ClearAds owns or has rights to use all Intellectual Property Rights in the Trust Mark;
  • nothing in these Terms transfers ownership of the Trust Mark or any Intellectual Property Rights to you;
  • all goodwill arising from your use of the Trust Mark accrues to the benefit of ClearAds; and
  • you have no right, title, or interest in the Trust Mark except as expressly provided in these Terms.

4.2 Protection of Trust Mark

You must:

  • use the Trust Mark strictly in accordance with any brand guidelines, style guides, or usage instructions provided by ClearAds;
  • notify ClearAds immediately upon becoming aware of any actual or suspected infringement, misuse, or threatened infringement or misuse of the Trust Mark by any third party;
  • cooperate fully with ClearAds in any action ClearAds takes to protect or enforce its rights in the Trust Mark; and
  • not challenge or assist any third party in challenging the validity or enforceability of the Trust Mark or ClearAds’ rights in the Trust Mark.

4.3 Quality Control

You must:

  • maintain high standards of quality in all materials and contexts in which the Trust Mark appears;
  • submit samples of proposed uses of the Trust Mark to ClearAds for approval upon request; and
  • promptly comply with any reasonable directions from ClearAds regarding the use of the Trust Mark.

4.4 Audit Rights

ClearAds may, on reasonable notice, request that you provide evidence of compliance with these Terms, including samples or examples of all current uses of the Trust Mark. You must respond to any such request within 14 days. ClearAds may conduct periodic reviews of your use of the Trust Mark and you must cooperate fully with any such review.

4.5 Injunctive Relief

You acknowledge that any breach or threatened breach of these Terms relating to the use of the Trust Mark may cause ClearAds irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, you consent to ClearAds seeking injunctive or other equitable relief in respect of any such breach or threatened breach, without the need for ClearAds to prove actual damage or to provide any undertaking as to damages.

5. REPRESENTATIONS AND WARRANTIES

5.1 ClearAds’ Warranties

ClearAds warrants that:

  • it has the right to grant the licence contained in these Terms; and
  • it is not aware of any claims or proceedings that would prevent it from granting this licence.

5.2 Your Warranties

You warrant that:

  • you will use the Trust Mark only in accordance with these Terms;
  • you will not use the Trust Mark in any manner that violates any law or regulation;
  • all facts, materials and representations contained in the Approved Advertisement are true and correct, comply with all applicable laws, codes and standards, are not defamatory and do not infringe the rights of any third party;
  • you have had the opportunity to obtain independent legal advice regarding the content of the Approved Advertisement and have not relied on any review, analysis, opinion or other representation by ClearAds of, or in relation to, the Approved Advertisement;
  • you will cooperate fully with ClearAds and Free TV Australia in the event of any adverse action against either of them in relation to the Approved Advertisement;
  • use of the Trust Mark in the Approved Advertisement does not make ClearAds or Free TV Australia a publisher of any of the facts, materials or representations contained in the Approved Advertisement, and you take sole responsibility for the content you create and publish;
  • use of the Trust Mark in the Approved Advertisement does not convey any representation that ClearAds or Free TV Australia agrees with or endorses any of the facts, materials or representations contained in the Approved Advertisement;
  • you will inform ClearAds of any changes of fact or law which may affect the warranties given in this clause 5; and
  • you have the authority to agree to these Terms.

5.3 Regulatory Notification

You must notify ClearAds within 2 business days of receiving any complaint, investigation notice, correspondence, or adverse determination from any regulator (including ACMA, Ad Standards, ACCC, TGA, AHPRA, or any state or territory regulatory authority) in respect of an Approved Advertisement bearing the Trust Mark. You must provide ClearAds with copies of all relevant correspondence and keep ClearAds informed of the progress and outcome of any such regulatory matter.

5.4 No Other Warranties

Except as expressly stated in these Terms, the licence to use the Trust Mark is granted on an “as is” basis without warranties of any kind, whether express, implied, or statutory. Nothing in this clause limits any warranty that cannot be excluded by law.

6. LIABILITY AND INDEMNITY

6.1 Your Indemnity

You indemnify and must keep indemnified the Protected Parties against all losses, damages, costs, expenses (including legal costs on a full indemnity basis), claims, demands, actions, and liabilities arising from or in connection with:

  • your use of the Trust Mark;
  • any breach of these Terms by you;
  • any negligent or wrongful act or omission by you; or
  • any claim that materials created or distributed by you using the Trust Mark infringe the rights of any third party or violate any law.

6.2 Limitation of Liability

To the maximum extent permitted by law:

  • ClearAds excludes all liability to you arising out of or in connection with these Terms, your use of the Trust Mark, or any services provided by ClearAds, whether arising in contract, tort (including negligence), statute, equity or otherwise; and
  • ClearAds is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, business opportunities, or goodwill.

6.3 Release and Indemnity for Approved Advertisements

You release and indemnify the Protected Parties against all liability, costs (including legal costs on a full indemnity basis), expenses, loss and damage suffered or incurred, or agreed to be paid under settlement, as a result of:

  • any claim against any of the Protected Parties or you arising out of or in connection with the publication of an Approved Advertisement or your use of the Trust Mark, except where the claim results from a defect in ClearAds’ title to the Trust Mark or its right to grant the licence under these Terms; and
  • the clearance application and approval process performed by ClearAds for an Approved Advertisement.

7. CONFIDENTIALITY

7.1 Confidential Information

You must keep confidential all confidential information of ClearAds disclosed to you in connection with these Terms or your use of the Trust Mark and must not use or disclose such information except as necessary to exercise your rights under these Terms.

7.2 Exceptions

The obligation in clause 7.1 does not apply to information that:

  • is or becomes publicly available through no fault of yours;
  • was rightfully known by you before disclosure;
  • is independently developed by you; or
  • must be disclosed by law or by order of a court or regulatory authority.

7.3 ClearAds’ Disclosure Rights

Nothing in this clause 7 prevents ClearAds or Free TV Australia from disclosing to any broadcaster, media buyer, network, regulator, or other third party: (a) the existence or terms of any licence granted under these Terms; (b) the fact that a particular Approved Advertisement has received or holds ClearAds approval; or (c) the fact that an approval has been suspended, withdrawn, or revoked.

8. FEES

Use of the Trust Mark under these Terms is provided without charge as an ancillary benefit of your use of ClearAds pre-vetting services.

9. GENERAL PROVISIONS

9.1 Assignment

You must not assign, transfer, or novate your rights or obligations under these Terms without our prior written consent.

9.2 Contact and Notices

You may contact ClearAds regarding these Terms at hello@clearads.com.au. We may provide notices to you by email to the address you have provided to us, by posting notices on Oasis, or by other written means. If Oasis is unavailable or decommissioned, notice by email to your registered address is sufficient.

9.3 Entire Agreement

These Terms constitute the entire agreement between you and ClearAds concerning their subject matter and supersede all prior negotiations, representations, and agreements regarding use of the Trust Mark.

9.4 Amendment

We may amend these Terms at any time by posting updated Terms on Oasis or by other reasonable means. Amendments take effect 7 days after the date of posting. Your continued use of the Trust Mark after the effective date constitutes acceptance of the amended Terms. If you do not agree to any amendment, you must cease using the Trust Mark.

9.5 Waiver

No waiver of any provision of these Terms is effective unless in writing. Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

9.6 Severability

If any provision of these Terms is invalid or unenforceable, that provision is severed to the extent of the invalidity or unenforceability, and the remaining provisions continue in full force and effect.

9.7 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and ClearAds.

9.8 Governing Law

These Terms are governed by the laws of New South Wale, and you submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

9.9 Survival

Clauses 3.6, 4.1, 5, 6, 7, and 9 survive termination of these Terms.

CONTACT INFORMATION

ClearAds
Suite 1, Level 2
76 Berry Street,
North Sydney NSW 2060
Email: hello@clearads.com.au
Website: https://clearads.com.au

 

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