Article 7 – Confidentiality
Both 8point8 and the Client agree to protect each other’s confidential or proprietary information with no less than a reasonable degree of care. Each Party shall: a) Not disclose such information to third parties without written consent; b) Not duplicate or copy it unless expressly authorized; c) Immediately report any unauthorized use or breach to the other Party. These obligations remain in effect even after termination of this Agreement.
Article 8 – Intellectual Property Ownership & Portfolio Restrictions
All work produced and paid for by the Client remains private and proprietary. 8point8 agrees not to display or reference any client work in its portfolio or marketing materials, regardless of public release.
8.1 Ownership of Work Product: The parties agree that all work outputs, deliverables, digital assets, strategies, graphics, copy, or code produced by 8point8 for the Client during the contract period shall officially and exclusively belong to the Client from the moment of creation. This ownership transfer is strictly contingent upon the Client maintaining an active subscription in good standing and the successful clearance of the corresponding recurring payment for the billing cycle in which the work was performed. 8point8 reserves the right to withhold, suspend, or revoke ownership rights to any work product created during a billing period where a subscription payment is failed, disputed, or unpaid.
8.2 Portfolio Use: All work produced for the Client remains strictly private and proprietary. 8point8 explicitly agrees not to display, publish, or reference any client work, data, case studies, or materials in its portfolio or marketing materials, regardless of whether the work has been publicly released by the Client.
8.3 Delivery Formats & Third-Party Platforms: 8point8 delivers work output in standard final formats (e.g., JPEG, PNG, MP4, PDF). Internal working files and active project links within 8point8’s own software accounts remain the exclusive operational property of 8point8.
- Editable File Copy/Template Requests: If the Client requests editable source assets, 8point8 will provide a shared "Template Link" or export file, allowing the Client to copy the asset into their own independent account.
- Platform Fees: The Client is solely responsible for setting up, maintaining, and paying for any third-party platform subscriptions required to access, host, or edit these templates/editable file copy on their own end. 8point8 will not sponsor, pay for, or maintain client-side platform accounts or software fees.
Article 9 – Indemnification and Non-Disparagement
Each Party shall indemnify and hold the other harmless from any claims, damages, or liabilities—whether personal, financial, or legal—arising from their own actions, negligence, or breach of this Agreement.
Additionally, both Parties agree not to make any defamatory, false, or damaging statements about the other, publicly or privately, during or after the term of this Agreement.
Disclosures required by law or court order are exempt from this provision.
Article 10 – Communication and Notices
All official notices or communications must be in writing and sent to the designated contact details provided in this Agreement.
A notice is considered effective only when:
a) It has been received by the other Party; and
b) It follows the method of delivery agreed upon (e.g., email, task board, or app).
Article 11 – Force Majeure
8point8 shall not be liable for any delay or failure to perform services due to causes beyond its control. This includes, but is not limited to: natural disasters, government actions, civil unrest, power outages, internet disruptions, or other unforeseen circumstances.
Article 12 – Assignments, Successors, and Entire Agreement
This Agreement binds both Parties and their respective heirs, representatives, successors, and permitted assigns. The Client may not assign this Agreement to another party without prior written consent from 8point8.
This document reflects the entire understanding between the Parties. All prior agreements—whether written or verbal—are superseded by this Agreement.
Section titles are provided for clarity only and do not affect the interpretation of any clause.
This Agreement may be executed electronically. Such signatures are legally valid and binding.