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Internet Marketing Solutions*
This contract is made on @cur_date by and between:- M/s. @com_name having its registered office at @com_address (hereinafter referred to as “the CLIENT”) which expression shall unless repugnant to the context be deemed to include its successors and assignees; AND M/s. CompuBrain having its registered office at 8, CompuBrain House, Anjali Society, Nr. Sardar Patel School, Maninagar, Ahmedabad – 380008 (hereinafter referred to as “SERVICE PROVIDER”) which expression shall unless repugnant to the context be deemed to include its successors and assignees; WHEREAS the Client has approached the Service Provider for the purpose of developing Internet Marketing Solutions (Herein after referred as IMS) as mentioned in this context; WHEREAS the Service Provider agrees to develop the IMS for the Client and to provide such other services upon such terms and conditions as may be agreed between the parties from time to time; In consideration of the mutual covenants and obligations of the parties hereto, it is agreed as follows:- DEFINITIONS The following expressions have the meanings assigned hereunder:- (1) “Acceptance Date” means the earliest date of following events: (a) Date on which the client receives sign off email from the Service Provider for the completed IMS OR (b) Date on which the client sends new set of specifications while the IMS for currently agreed specification is completed and whereby it is assumed and agreed by both the parties that client has reviewed the current IMS and accepted it as is and have requested the Service Provider for new IMS to be developed OR (c) Date on which the client remits the payment to Service Provider and Service Provider duly receives the said payment in consideration for the IMS development whereby it is assumed that the client has reviewed the uploaded IMS and accepted it as-is. (2) “Subject Matter/Materials/Contents” means all text, links, graphics, logos, photographs, images, sounds, illustrations, videos, PDF files, GIF files, tags, micro site details, keywords, Page Structure details, URL Structure details, Internal Page Linking details, micro blog details, review details, optimization details, listing details, target group details, social media campaign details, hash-tag properties, keywords, lead generation forms, and/or other materials and related documentations. (3) “Operative Specifications” means specifications according to which the IMS are to be written. (4) “IMS” means the appropriate/relevant Internet Marketing Solutions as selected by the client in Annexure-A of this agreement. (5) “Services” Means the services to be provided by the Service Provider under this Agreement. (7) “Electronic Records” means all information concerning this Agreement that is stored in electronic form. (8) “Social Media Platform” means social media company including but not limited to facebook, google, twitter, instagram, LinkedIn and others. PROVISIONS OF SOCIAL MEDIA PLATFORM: Service Provider has agreed and complied with various legal provisions specified by Social Media Platform Facebook in the below given link. You also hereby agree and acknowledge that you have visited below given link as well you agree and acknowledge all the provisions mentioned in that link. i.________________________ Facebook’s Legal Terms and Conditions found at http://www.________ as of the date of your signature below, including any addenda referenced therein. RELATIONSHIP Both the parties understand, agree and acknowledge that this relationship is that of a contractor/service providers and that nothing in this Agreement creates a joint venture, partnership, or employer-employee relationship. Accordingly, Service Provider is not entitled to any benefits that may ordinarily be extended to employees, and is not authorized to make any representation, contract or commitment on behalf of Client unless specifically authorized to do so by Client. The parties hereto understand that neither of them has authority to bind the other in any contractual arrangement with any third party except for the agreement of Social Media Platform specified in above given links. AUTHORIZED REPRESENTATIVE Client clearly agrees and acknowledges to inform us complete details of its authorized representative. In case client has authorized some third party agency to take care of its social media accounts then client clearly agrees and acknowledges to provide us complete details of such agency in the manner and format as specified from time to time by us. You further agree and acknowledge that you have clearly instructed your authorized representative to handover complete admin rights of your relevant websites/mobile apps to us so as to enable us to offer you relevant services. CLIENT WEB/APP AND SECURITY You clearly agree and acknowledge that you will protect your web/app and take full responsibility for your own, and third party, use of your web/app. You are solely responsible for any and all activities that occur under your web/app. You must notify us immediately upon learning of any unauthorized use of your web/app or any other breach of security. PRIVACY POLICY Client clearly agrees and acknowledges with our privacy policy and reasonable security practices & procedures as listed on www.compubrain.in RIGHTS AND OBLIGATIONS (1) Services to be provided under this Agreement:- The Service Provider, under the terms and conditions of this Agreement, agrees to provide the following services:- (i) Develop the appropriate IMS for the client as agreed by both the parties and described in detail as Scope of Work (SoW) in Annexure-A of this agreement; (ii) SoW exclusively and categorically excludes services for registering the website’s domain name, choosing the Web hosting company, acquiring any software/tools licensing on behalf of client, network support services, Disaster recovery site, back-up services, information security services, co-coordinating with client’s hosting company and with every other third party members for any other services. In case client wishes to take any of the above described services then it shall be considered as a separate task under separate agreement; (iii) Upload/promote the developed IMS on the internet as agreed in SoW; (iv) Service Provider will inform the client in case of any copyrighted Contents or external Contents need to be used for SMM SOLUTIONS. If any such rights for use of such Contents need to be purchased/arranged then it shall be separately charged as per actual cost. Client agrees to pay management fees of 20% on the actual cost of such additional Contents to the Service Provider in such cases along with full indemnity to the Service Provider in case of any claim by third party; (v) Provide the completed IMS as per agreed schedule with a condition that the client shall provide timely subject matter, feedback and clarifications as and when communicated by the Service Provider; (vi) Service Providers may agree for re-developing the client’s existing IMS with clear conditions that in any case it shall not be held liable in any past matters with respect to the dealing of the client with any third party/person who previously worked on the existing IMS and that client clearly agrees to warrant and confirm that all materials client use or provide shall not infringe any intellectual property of any third party, are accurate and not offensive, indecent, defamatory or threatening and agree to fully indemnify Service Provider against any claim, damages, costs or other liability incurred by the Service Provider in the event that anyone alleges infringement. (2) Rights and Obligations on the part of the Service Provider: (i) The Service Provider shall deliver to the Client a copy of the Contents of the IMS on the storage media as specified by the client, along with data and results generated by the Service Provider. The Service Provider agrees that the Client shall be the sole owner of the said contents of the IMS services along with data generated from such solutions if payment process is duly completed by the Client. In case client fails to comply with Payment process then client agrees that the Service Provider shall be the sole owner of the said contents of the IMS along with data generated from such solutions till the time payment process gets duly complied. Client hereby clearly agrees and acknowledges that it shall not claim the ownership of said contents in case payment is not cleared. (3) The Client clearly agrees and acknowledges that client shall not ask Service Provider for any type of training regarding SMM SOLUTIONS. (4) Client shall put Service Provider’s monogram on all the contents developed/designed by Service Provider. Further, client shall allow Service Provider to use of its relevant logos and brand names for mentioning in the Service Provider’s client portfolio. (5) Client shall also be responsible to get outside third party services arranged in maximum 7 days after the request communicated to the client by the Service Provider relating to current project given to the Service Provider. (6) During the course of design or development stage if client fails to respond to give feedback to the Service Provider within 10 days for any queries, the Service Provider will put the project on hold and will switch over team working on the client’s project to other projects. If the client wants to resume project which is on hold, Service Provider reserves the right to revise the quote and the timeline to accomplish the work. Change in approved contents at a later stage may cause major changes in the IMS, which may be charged additionally. (10) In any case of any other third party(s)/in house employees working on the same IMS other than Service Provider, client shall keep the Service Provider updated on modifications done by other party(s). Client agrees that if client fails to communicate for such modification then it may result in additional efforts on the part of Service Provider to fine-tune the IMS. Client further agrees to pay Service Provider all such additional cost for fine-tuning IMS as agreed by both the parties on time to time basis. CONSIDERATION The Service Provider shall raise an invoice according to commercial details agreed by both the parties in Annexure- B of this agreement. APPROVAL OF DELIVERABLES It will be ensured by the client that all the approvals are done within 10 days of the delivery of the intermediate deliverables. In the event of not receiving feedback within 10 days’ time, Service Provider would assume that the deliverables are working as per the client’s satisfaction and would not be entertained at later stage. Both the parties further agree and acknowledge that if client doesn’t provide any feedback in the said time limit then Service Provider shall assume that client has approved and accepted the said deliverables. Service Provider has a structured and systematic approach towards development of IMS. Client approval is an integral process in completion of each element of the project. Such approvals are derived from the clients at regular basis. Change in approved elements of the system at a later stage may cause major changes, which may be charged additionally. CHANGE REQUEST Any changes in the scope, designing or flow of work are not expected during the course of the project life cycle. If client wishes to have any modification or change in the live project, additional efforts would be considered as a separate project and billable amount will be charged extra and to be paid upfront. Any change request is accepted from client via email or in written. On change request Service Provider does not guaranty project completion within expected time. CONFIDENTIALITY/NDA Both parties to the agreement undertake to keep confidential, all information (oral or written) concerning the business and affairs of the other party which has been obtained or received as a result of entering into this agreement. Both the parties agree that following information shall not be considered as Confidential Information for the purposes of this contract: (a) information generally available to the public; (b) already lawfully in the possession of Service Provider at the time of disclosure and not subject to an existing agreement of confidentiality between the parties; (c) received from a third party without restriction and without breach of this Agreement; (d) independently developed by Service Provider Both the parties further agree and acknowledge that in any event pursuant to an order of a government agency or a court of competent jurisdiction, Service Provider will disclose only that portion of such Confidential Information as is legally required to be furnished and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed, at no expense to Client. OWNERSHIP& PROTECTION OF IPR (1) Service Provider agrees that all copyrightable material specifically designed and developed for Client such as but not limited to Contents, articles, notes, records, drawings, designs, improvements, images and videos, conceived, made or discovered by Service Provider, solely or in collaboration with others, during this Agreement which result from performing the Services hereunder are the sole property of the Client only after payment process is duly completed by the Client. Service Provider agrees that all of its services performed hereunder shall be considered under a “work made for hire” relationship with client, with client considered the sole and original owner of all rights, title and interests to the Contents only after payment process is duly completed by the Client. To the extent that all or any portion of Service Provider’s services is not considered performed under a “work made for hire” relationship with Client, Service Provider agrees to assign to the Client and by this Agreement does hereby assign fully to the Client all rights, title and interests to the Inventions and any copyrights, patents, design patents, trade secrets, mask work rights or other intellectual property or proprietary rights relating thereto only after payment process is duly completed by the Client. Proviso/exception to the above list: • Open Source Design Files • Service Provider’s Proprietary Ready-made Design Files and • Free/paid available contents (2) Service Provider agrees that to the best of Service Provider’s knowledge, understanding and limited legal skills if in the course of performing the services hereunder, Service Provider incorporates into any Contents, the Client shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Contents only after payment process is duly completed by the Client. Proviso/exception to the above list: • Open Source Design Files • Service Provider’s Proprietary Ready-made Design Files and • Free/paid available contents (3) The Client represents to Service Provider that to the best of client's knowledge that any elements of Contents, copy, images, related graphics, designs, trademarks, third party logos, or other artwork provided to Service Provider for inclusion in IMS are owned by the Client, or that the client has permission from the rightful owner to use each of these Contents, and will hold harmless, protect and defend the Service Provider and its subcontractors from any claim or suit arising from use of such Contents furnished by the Client. (4) Service Provider agrees that Service Provider will not, during the term of this Agreement, Improperly use or disclose any proprietary information or trade secrets or intellectual property of any other person or entity. FEEDBACK Client clearly agrees and acknowledges that it has carefully selected Service Provider, reviewed Service Provider’s portfolio and has full confidence on Service Provider. Therefore, if client chooses to provide feedback regarding Service Provider’s services which is visible to public then client clearly agrees and acknowledges that it shall exercise due care while placing such feedback and making comments and it shall not make any comments that are not factual in nature and shall not post defamatory or illegal or offensive/ obscene contents. Further, if client is in the business of selling products/services online the client clearly agrees and acknowledges that in any case Service Provider shall not be held responsible for negative reviews/comments, delayed deliveries claimed by client’s end users, delayed online form submissions and other related activities. IMS RESULTS VARIATION Client clearly understands and agrees that Service Provider does not warrant specific positions, user traffic or conversions, search engine rankings, digital reputation related assurity, paid search results related assurity, conversion rate optimization related assurity, link building & content marketing related assurity, optimization related assurity, listing related assurity, natural/organic likes related assurity, campaign outreach related assurity, engagement assurity and leads related assurity on the grounds not in control of Service Provider including but not limited to algorithm changes, audience sentiments, negative online feedback, mystery shopping events and brand credibility. Client clearly agrees and acknowledges that the entire risk as to the quality and performance of the IMS is with the client. In no event Service Provider will be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate said IMS. RESTRICTIONS Client clearly agrees and acknowledges that it shall not use said SMM Contents for any project other than as specified in SoW. Further, client shall not replicate/reproduce said IMS Contents on any other platform including but not limited to print media, news media, outdoors, multiplex and others. In case Service Provider finds any such incidents then client agrees and acknowledges to pay Rs.10,000/- per Such IMS Contents to the Service Provider within 07 (seven) days from date of receipt of Service Provider’s notice. FORCE MAJEURE (1) Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, strikes of its own or other employees, insurrection or riots, embargoes, container shortages, technical break out, internet failure, internet ban, social media platform ban, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority known as an ‘Event of Force Majeure’. (2) Each of the parties agrees to give notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances leading/resulting to an Event of Force Majeure and subsequent impossibility to perform this Agreement. (3) If a default due to an Event of Force Majeure shall continue for more than 15 days then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an event of Force Majeure. GOVERNING LAW This contract shall be governed by and interpreted in accordance with the law of India. Appropriate Courts located in Ahmedabad, Gujarat shall have exclusive jurisdiction without any conflict of laws. In this context, the expression “law’ takes within its fold statutory law, judicial decisional law and delegated legislation as well. Provisions of Indian Information Technology Act, 2000 and Indian Contract Laws including any amendment therein shall be specifically focused by both the parties considering an electronic format of IMS at a time of any dispute between the parties. AMENDMENT AND MODIFICATION Any amendment or modification or waiver in connection with this contract will not be effective unless made in writing and signed by both the parties. However, parties are entitled to decide otherwise by incorporating a suitable term. TERM This agreement is effective as of ___/___/____ and shall terminate on the date of full due payment is received by the Service Provider unless both parties decide to extend the agreement by informing each other in writing. NOTICES (1) All notices and other communications under this contract must be in writing, and must be mailed by registered or certified mail or any other form of communication [Fax/E-Mail]. The phase shall either be prepaid and acknowledgment shall be due or delivered by hand to the party to whom such notice is required or permitted to be given. (2) If mailed, all notices will be considered as given in 4 day after it was mailed. If delivered by hand, all notices will be considered as given when received by the party to whom the notice is meant and sent for. The mailing address for notice to either party will be the address as provided by the parties at the end of the contract. (3) You further agree that any correspondence to or by the Service Provider may also be done through e-mail/electronic records and you give your consent to receive communication from the Service Provider via e-mail/electronic records which will be deemed as adequate service of notice/correspondence. TAXES Parties shall pay relevant and envisaged taxes to the respective authorities without any evasion/default whatsoever. AUTHORIZED SIGNATORY (1) For the purpose of this contract, both parties shall provide information in writing regarding the authorized signatories for this contract along with their respective names and designations. Also, both parties shall clearly spell out the authorized signatories for correspondence relating to contract interpretation, modification or notices that are to be sent from time to time. In case client is an intermediary for some third party beneficiary then client clearly agrees and acknowledges that all terms and conditions of this agreement shall also be applicable to said third party beneficiary and client must submit confirmation letter for the same in writing to the Service Provider. (2) The contracting parties assume that the respective authorized signatories are the persons recognized for the purpose of signing the contract in conformity with the legal documents of the entity. TERMINATION Each party shall have the right to terminate the Contract by giving the other party written notice of termination in following conditions: (1) If the other party considerably breaches any of its obligations under this agreement and fails to restore such infringe to the satisfaction of the terminating party within ten (10) business days after receipt of written notice; or (2) the other Party is not paying their debts normally as they become due Consequences of Termination Upon termination, each party will immediately (1) return to the other Party all confidential information belonging to the other party that is in physical form and (2) obliterate or erase any and all other confidential information of the other Party that is not in physical form Early Termination In the case of early termination, the client shall reimburse the Service Provider for any and all costs and expenses incurred by the Service Provider under this Agreement till the date of termination, including but not limited to, any and all advances made by the Service Provider to the third parties on behalf of the Client. Client agrees to pay Service Provider for the work done to date. In case Client fails to do so then client willfully and legally authorizes, allows, agrees and acknowledges that Service Provider shall take full control of client’s web/app for which client has provided admin rights to the Service Provider. Service Provider clearly agrees and acknowledges to handover full control back to the client once client clears due payments. NON-SOLICITATION OF STAFF / ANTIPOACHING For the purposes of this contract, both parties agree not to solicit either directly or indirectly with a view to provide or offer employment to, offer to contract with or entice a staff member of the other party to leave without the prior written consent of the other during the term of this agreement and for an additional period of 2 years after termination. Further, client clearly agrees and acknowledges that this offer/employment/enticement shall also include any type of part time work or work on freelance basis relating to this project or any other projects. CONSENT The contracting parties of this agreement give their consent which is not only free but also legal and voluntary in nature, for the purposes of entering into this contract. COMPLIANCE WITH LOCAL LAWS Both parties agree to comply with the appropriate and relevant local laws [wherever applicable] concerning the purposes and activities envisaged under this Agreement. COMPETENCY OF PARTIES It is deemed that the parties to the contract are competent in the eye of law to enter into this contractual relationship. EXCLUSION OF IMPLIED TERMS AND CONDITIONS This Agreement explicitly and categorically excludes the operation of statutory rules pertaining to implied conditions and warranties in conformity with the provisions as enshrined in the Sale of Goods Act, 1930. Service Provider does not warrant that the functions contained in these IMS will meet the client's requirements or that the operation of the IMS will be uninterrupted or error-free. The entire risk as to the quality and performance of the IMS is with the client. In no event Service Provider shall be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these IMS, even if Service Provider has been advised of the possibility of such damages. LEGAL FEES The prevailing party shall be entitled to reasonable litigation and professional fees, related secretarial and research expenses, expert witness fees and out-of-pocket costs incurred in connection with dispute resolution arising between the parties with matters pertaining to this Agreement. LIMITED LIABILITY Client clearly agrees and acknowledges that total liabilities of Service Provider under this agreement in any case shall never exceed the total commercial value of last invoice raised for the disputed service. FULFILLMENT OF LEGAL REQUIREMENTS AND FORMALITIES The Service Provider as well as the Client undertake that they have fulfilled all the applicable legal requirements and formalities, as envisaged by the different laws, rules, regulations, bye-laws, procedure and formalities. SEVERABILITY If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. GENERAL 1. Headings. The headings of the various paragraphs hereof are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of this Agreement. 2. Assignment.Neither this Agreement nor either Parties’ rights and obligations hereunder may be assigned to a third party without the prior written consent of the non-assigning Party. 3. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 4. Waiver. A waiver by either Party to this Agreement of any of its items or conditions in any one instance shall not be deemed or construed to be a general waiver of such term or condition or a waiver of any subsequent breach. 5. Transfer of Copyrights: Copy rights and every other intellectual property rights’ transfer shall mean transfer of only those rights which are owned by Service Providers. It shall never include intellectual property rights owned by any third party. 6. Entire Agreement. This Agreement and the attached Appendices (a) constitute the entire Agreement between the Parties with respect to the subject matter; (b) supersede and replace all prior agreements, oral or written, between the Parties relating to the subject matter; and (c), except as otherwise indicated, may not be modified or otherwise changed in any manner except by a written instrument executed by both Parties. 7. Arbitration (a) If any dispute arises between the Parties hereto during the subsistence or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate, the Parties hereto shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 days, giving 15 days notice thereof to the other Party in writing. (b) In case of such failure the dispute shall be referred to a sole arbitrator or in case of disagreement as to the appointment of the sole arbitrator, to three (3) arbitrators, of which the Service Provider shall appoint one (1) arbitrator, and the Client shall appoint the second arbitrator and the third arbitrator shall be appointed by the two appointed arbitrators. (c) The arbitration proceedings shall be held in Ahmedabad, Gujarat, India. (d) Arbitration proceedings shall be governed by the laws of India. (e) The arbitration proceedings shall be in English language. (f) The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings. (g) The Parties hereto shall submit to the arbitrator's award and the award shall be enforceable in any competent court of law. 8. IMS Standard Both the parties clearly agree and acknowledge that development of IMS shall not be based on any type of IMS standard. If client wants Service Provider to comply with some specific standard then it may be considered by Service Provider subject to Service Provider’s discretion and extra cost. Any resemblance of Social Media posts with those of another company shall be considered as purely coincidental and Client clearly agrees and acknowledges that service provider in any case shall not be held accountable for that. 9. Indemnity The client fully and unequivocally agrees and acknowledges to indemnify the Service Provider without any time limit against all costs, claims, demands, expenses and liabilities arising out of and/or in connection with any claim that the Contents/subject matter provided by the client which infringe any third party intellectual property rights or any other rights whether within or outside India. 10. No warranty against malicious code and security attacks on IMS The client clearly understands and acknowledges that in any case Service Provider shall never be held responsible for any type of malicious code, security attacks or similar issues on IMS. Client shall carry out separate VAPT (Vulnerability Assessment and Penetration Testing) on its own to safeguard IMS against such issues. 11. Injunction The client agrees that breach of this agreement might cause the Service Provider irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Service Provider shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage. 12. Survival The provisions having survival nature shall survive even after termination of this Agreement. 13. Working Hours Client clearly agrees and acknowledges that services shall be delivered only during Service Provider’s working days between 10am to 7pm (IST). Annexure-A Scope of Work (SoW) Select relevant services of Internet Marketing Solutions (IMS) 1. Web Traffic Conversion Consulting Client clearly understands agrees and acknowledges that web traffic shall not assure business. It means traffic from people who may be relevant to client’s industry. 2. Search Engine Marketing 3. Reputation Management 4. Local SEO 5. Paid Search Advertising 6. Conversion Rate Optimization 7. Link Building & Content Marketing 8. Mobile App Optimization 9. Blog & Content Writing Services 10. Youtube Video Optimization 11. Bulk Domain SEO 12. Merchant Listing Annexure – C Consideration, Refund policy and other commercial details Fee for Services In consideration for the Services, and for the duration of the Term, the Client shall pay the Service Provider a service fee equal to System Cost mentioned in Proposal – document. If the scope of the specifications or project changes significantly after this Agreement is signed, the consideration can be increased as per negotiation between Client and the Service Provider. Schedule of Payment Client agrees to follow Schedule of Payment mentioned in this proposal. The Service Provider shall have no obligations under this Agreement, including its obligation to commence the Services, until and unless it receives “good funds” equal to the advance Deposit Late Payment Any and all amounts owed to the Service Provider by Client hereunder that are not paid when due shall, at the Service Provider’s sole option, accrue interest at the rate of twelve percent (12%) per annum, calculated from the date on which such amount was due. Additional Expenses The cost given in this proposal is only for the services provided by Service Provider which does not include any other cost like Domain, Hosting, Disaster recovery site, back-up services, information security services or third party component cost, data entry. If any outside component or service out of scope would require for the project either client shall pay extra cost to Service Provider or client will buy the component or services to implement and use in the project. Refund Policy Client agrees and acknowledges that client believes in Service Provider’s success story and takes services with confidence. Client agrees and acknowledges that before selecting services and making payment, client has evaluated everything completely as per its requirements. Also, Client agrees and acknowledges that there is a lot of work involved to achieve every milestone while offering services. Therefore, Client clearly agrees and acknowledges that if Client elects to cancel its order after payment then Client shall not be entitled for any refund.

Social Media Marketing*

This contract is made on @cur_date by and between:- M/s. @com_name having its registered office at @com_address (hereinafter referred to as “the CLIENT” or “You”) which expression shall unless repugnant to the context be deemed to include its successors and assignees; AND M/s. CompuBrain having its registered office at 8, CompuBrain House, Anjali Society, Nr. Sardar Patel School, Maninagar, Ahmedabad – 380008 (hereinafter referred to as “SERVICE PROVIDER” or “We”) which expression shall unless repugnant to the context be deemed to include its successors and assignees; WHEREAS the Client has approached the Service Provider for the purpose of developing Social Media Marketing Solutions (Herein after referred as “SMM SOLUTIONS”) as mentioned in this context; WHEREAS the Service Provider agrees to develop the SMM SOLUTIONS for the Client and to provide such other services upon such terms and conditions as may be agreed between the parties from time to time; In consideration of the mutual covenants and obligations of the parties hereto, it is agreed as follows:- DEFINITIONS The following expressions have the meanings assigned hereunder:- (1) “Acceptance Date” means the earliest date of following events: (a) Date on which the client receives sign off email from the Service Provider for the completed SMM SOLUTIONS OR (b) Date on which the client sends new set of specifications while the SMM SOLUTIONS for currently agreed specification is completed and whereby it is assumed and agreed by both the parties that client has reviewed the current SMM SOLUTIONS and accepted it as is and have requested the Service Provider for new SMM SOLUTIONS to be developed OR (c) Date on which the client remits the payment to Service Provider and Service Provider duly receives the said payment in consideration for the SMM SOLUTIONS development whereby it is assumed that the client has reviewed the uploaded SMM SOLUTIONS and accepted it as-is. (2) “Subject Matter/Materials/Contents” means all text, links, graphics, logos, photographs, images, sounds, illustrations, GIF files, videos, PDF files, tags, micro site details, keywords, Page Structure details, URL Structure details, Internal Page Linking details, micro blog details, review details, optimization details, listing details, target group details, social media campaign details, hash-tag properties, keywords, lead generation forms, and/or other materials and related documentations. (3) “Operative Specifications” means specifications according to which the SMM SOLUTIONS are to be developed. (4) “SMM SOLUTIONS” means the appropriate/relevant Social Media Marketing Solutions as selected by the client in Annexure-A of this Agreement. (5) “Services” Means the services to be provided by the Service Provider under this Agreement. (7) “Electronic Records” means all information concerning this Agreement that is stored in electronic form. (8) “Social Media Platform” means social media company including but not limited to facebook, google, twitter, instagram, LinkedIn and others. PROVISIONS OF SOCIAL MEDIA PLATFORM: Service Provider has agreed and complied with various legal provisions specified by Social Media Platform Facebook in the below given link. You also hereby agree and acknowledge that you have visited below given link as well you agree and acknowledge all the provisions mentioned in that link. i.________________________ Facebook’s Legal Terms and Conditions found at http://www.________ as of the date of your signature below, including any addenda referenced therein. RELATIONSHIP Both the parties understand, agree and acknowledge that this relationship is that of a contractor/service providers and that nothing in this Agreement creates a joint venture, partnership, or employer-employee relationship. Accordingly, Service Provider is not entitled to any benefits that may ordinarily be extended to employees, and is not authorized to make any representation, contract or commitment on behalf of Client unless specifically authorized to do so by Client. The parties hereto understand that neither of them has authority to bind the other in any contractual arrangement with any third party except for the agreements of Social Media Platform specified in above given links. AUTHORIZED REPRESENTATIVE Client clearly agrees and acknowledges to inform us the complete details of its authorized representative. In case client has authorized some third party agency to take care of its social media accounts then client clearly agrees and acknowledges to provide us complete details of such agency in the manner and format as specified from time to time by us. You further agree and acknowledge that you have clearly instructed your authorized representative to handover complete admin rights of your relevant social media accounts to us so as to enable us to offer you relevant services. CLIENT ACCOUNT AND SECURITY Client must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form, including but not limited to your e-mail address, Facebook link, twitter link, Instagram link, your website link, any other social media links and mobile number. You agree that you will protect your social media accounts and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your accounts. You must notify us immediately upon learning of any unauthorized use of your accounts or any other breach of security. PRIVACY POLICY Client clearly agrees and acknowledges with our privacy policy and reasonable security practices & procedures as listed on www.compubrain.in RIGHTS AND OBLIGATIONS (1) Services to be provided under this Agreement:- The Service Provider, under the terms and conditions of this Agreement, agrees to provide the following services:- (i) Develop the appropriate SMM SOLUTIONS for the client as agreed by both the parties and described in detail as Scope of Work (SoW) in Annexure-A of this agreement; (ii) SoW exclusively and categorically excludes services for registering the website’s domain name, choosing the Web hosting company, acquiring any software/tools licensing on behalf of client, network support services, Disaster recovery site, back-up services, information security services, co-coordinating with client’s hosting company and with every other third party members for any other services. In case client wishes to take any of the above described services then it shall be considered as a separate task under separate agreement; (iii) Upload/promote the developed SMM SOLUTIONS on the client’s social media accounts as agreed in the SoW; (iv) Service Provider will inform the client in case of any copyrighted Contents or external Contents need to be used for SMM SOLUTIONS. If any such rights for use of such Contents need to be purchased/arranged then it shall be separately charged as per actual cost. Client agrees to pay management fees of 20% on the actual cost of such additional Contents to the Service Provider in such cases along with full indemnity to the Service Provider in case of any claim by third party; (v) Provide the completed SMM SOLUTIONS as per agreed schedule with a condition that the client shall provide timely subject matter, feedback and clarifications as and when communicated by the Service Provider; (vi) Service Provider may agree for re-developing the client’s existing SMM SOLUTIONS with clear conditions that in any case it shall not be held liable in any past matters with respect to the dealing of the client with any third party/person who previously worked on the existing SMM SOLUTIONS and that client clearly agrees to warrant and confirm that all materials client use or provide shall not infringe any intellectual property of any third party, are accurate and not offensive, indecent, defamatory or threatening and agree to fully indemnify Service Provider against any claim, damages, costs or other liability incurred by the Service Provider in the event that anyone alleges infringement. (2) Rights and Obligations on the part of the Service Provider: (i) The Service Provider shall deliver to the Client a copy of the Contents of the SMM SOLUTIONS on the storage media as specified by the client, along with data and results generated by the Service Provider. The Service Provider agrees that the Client shall be the sole owner of the said contents of the SMM SOLUTIONS along with data generated from such solutions if payment process is duly completed by the Client. In case client fails to comply with Payment process then client agrees that the Service Provider shall be the sole owner of the said contents of the SMM SOLUTIONS along with data generated from such solutions till the time payment process gets duly complied. Client hereby clearly agrees and acknowledges that it shall not claim the ownership of said contents in case payment is not cleared. (3) The Client clearly agrees and acknowledges that client shall not ask Service Provider for any type of training regarding SMM SOLUTIONS. (4) Client shall put Service Provider’s monogram on all the contents developed/designed by Service Provider. Further, client shall allow Service Provider to use of its relevant logos and brand names for mentioning in the Service Provider’s client portfolio. (5) Client shall also be responsible to get outside third party services arranged in maximum 7 days after the request communicated to the client by the Service Provider relating to current project given to the Service Provider. (6) During the course of design or development stage if client fails to respond to give feedback to the Service Provider within 10 days for any queries, the Service Provider will put the project on hold and will switch over team working on the client’s project to other projects. If the client wants to resume project which is on hold, Service Provider reserves the right to revise the quote and the timeline to accomplish the work. Change in approved contents at a later stage may cause major changes in the SMM SOLUTIONS, which may be charged additionally. (10) In any case of any other third party(s)/in house employees working on the same SMM SOLUTIONS other than Service Provider, client shall keep the Service Provider updated on modifications done by other party(s). Client agrees that if client fails to communicate for such modification then it may result in additional efforts on the part of Service Provider to fine-tune the SMM SOLUTIONS. Client further agrees to pay Service Provider all such additional cost for fine-tuning SMM SOLUTIONS as agreed by both the parties on time to time basis. CONSIDERATION The Service Provider shall raise an invoice according to commercial details agreed by both the parties in Annexure- B of this agreement. APPROVAL OF DELIVERABLES It will be ensured by the client that all the approvals are done within 10 days of the delivery of the intermediate deliverables. In the event of not receiving feedback within 10 days’ time, Service Provider would assume that the deliverables are working as per the client’s satisfaction and would not be entertained at later stage. Both the parties further agree and acknowledge that if client doesn’t provide any feedback in the said time limit then Service Provider shall assume that client has approved and accepted the said deliverables. Service Provider has a structured and systematic approach towards development of SMM SOLUTIONS. Client approval is an integral process in completion of each element of the project. Such approvals are derived from the clients at regular basis. Change in approved elements of the system at a later stage may cause major changes, which may be charged additionally. CHANGE REQUEST Any changes in the scope, designing or flow of work are not expected during the course of the project life cycle. If client wishes to have any modification or change in the live project, additional efforts would be considered as a separate project and billable amount will be charged extra and to be paid upfront. Any change request is accepted from client via email or in written. On change request Service Provider does not guaranty project completion within expected time. CONFIDENTIALITY/NDA Both parties to the agreement undertake to keep confidential, all information (oral or written) concerning the business and affairs of the other party which has been obtained or received as a result of entering into this agreement. Both the parties agree that following information shall not be considered as Confidential Information for the purposes of this contract: (a) information generally available to the public; (b) already lawfully in the possession of Service Provider at the time of disclosure and not subject to an existing agreement of confidentiality between the parties; (c) received from a third party without restriction and without breach of this Agreement; (d) independently developed by Service Provider Both the parties further agree and acknowledge that in any event pursuant to an order of a government agency or a court of competent jurisdiction, Service Provider will disclose only that portion of such Confidential Information as is legally required to be furnished and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed, at no expense to Client. OWNERSHIP & PROTECTION OF IPR (1) Service Provider agrees that all copyrightable material specifically designed and developed for Client such as but not limited to Contents, articles, notes, records, drawings, designs, improvements, images and videos, conceived, made or discovered by Service Provider, solely or in collaboration with others, during this Agreement which result from performing the Services hereunder are the sole property of the Client only after payment process is duly completed by the Client. Service Provider agrees that all of its services performed hereunder shall be considered under a “work made for hire” relationship with client, with client considered the sole and original owner of all rights, title and interests to the Contents only after payment process is duly completed by the Client. To the extent that all or any portion of Service Provider’s services is not considered performed under a “work made for hire” relationship with Client, Service Provider agrees to assign to the Client and by this Agreement does hereby assign fully to the Client all rights, title and interests to the Inventions and any copyrights, patents, design patents, trade secrets, mask work rights or other intellectual property or proprietary rights relating thereto only after payment process is duly completed by the Client. Proviso/exception to the above list: • Open Source Design Files • Service Provider’s Proprietary Ready-made Design Files and • Free/paid available contents (2) Service Provider agrees that to the best of Service Provider’s knowledge, understanding and limited legal skills if in the course of performing the services hereunder, Service Provider incorporates into any Contents, the Client shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Contents only after payment process is duly completed by the Client. Proviso/exception to the above list: • Open Source Design Files • Service Provider’s Proprietary Ready-made Design Files and • Free/paid available contents (3) The Client represents to Service Provider that to the best of client's knowledge that any elements of Contents, copy, images, related graphics, designs, trademarks, third party logos, or other artwork provided to Service Provider for inclusion in SMM SOLUTIONS are owned by the Client, or that the client has permission from the rightful owner to use each of these Contents, and will hold harmless, protect and defend the Service Provider and its subcontractors from any claim or suit arising from use of such Contents furnished by the Client. (4) Service Provider agrees that Service Provider will not, during the term of this Agreement, Improperly use or disclose any proprietary information or trade secrets or intellectual property of any other person or entity. FEEDBACK Client clearly agrees and acknowledges that it has carefully selected Service Provider, reviewed Service Provider’s portfolio and has full confidence on Service Provider. Therefore, if client chooses to provide feedback regarding Service Provider’s services which is visible to public then client clearly agrees and acknowledges that it shall exercise due care while placing such feedback and making comments and it shall not make any comments that are not factual in nature and shall not post defamatory or illegal or offensive/ obscene contents. Further, if client is in the business of selling products/services online the client clearly agrees and acknowledges that in any case Service Provider shall not be held responsible for negative reviews/comments, delayed deliveries claimed by client’s end users, delayed online form submissions and other related activities. SMM SOLUTIONS RESULTS VARIATION Client clearly understands and agrees that Service Provider does not warrant specific positions, user traffic or conversions, search engine rankings, digital reputation related assurity, paid search results related assurity, conversion rate optimization related assurity, link building & content marketing related assurity, optimization related assurity, listing related assurity, natural/organic followers related assurity, campaign outreach related assurity, engagement assurity and leads related assurity on the grounds not in control of Service Provider including but not limited to algorithm changes, audience sentiments, negative online feedback, mystery shopping events and brand credibility. Client clearly agrees and acknowledges that the entire risk as to the quality and performance of the SMM SOLUTIONS is with the client. In no event Service Provider will be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate said SMM SOLUTIONS. RESTRICTIONS Client clearly agrees and acknowledges that it shall not use said SMM Contents for any project other than as specified in SoW. Further, client shall not replicate/reproduce said SMM Contents on any other platform including but not limited to print media, news media, outdoors, multiplex and others. In case Service Provider finds any such incidents then client agrees and acknowledges to pay Rs.10,000/- per Such SMM Contents to the Service Provider within 07 (seven) days from date of receipt of Service Provider’s notice. FORCE MAJEURE (1) Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, strikes of its own or other employees, insurrection or riots, embargoes, technical break out, internet failures, internet ban, social media platform ban, container shortages, wrecks or delays in transportation, inability to obtain supplies and appropriate Contents or regulations of any civil or military authority known as an ‘Event of Force Majeure’. (2) Each of the parties agrees to give notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances leading/resulting to an Event of Force Majeure and subsequent impossibility to perform this Agreement. (3) If a default due to an Event of Force Majeure shall continue for more than 15 days then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an event of Force Majeure. GOVERNING LAW This contract shall be governed by and interpreted in accordance with the law of India. Appropriate Courts located in Ahmedabad, Gujarat shall have exclusive jurisdiction without any conflict of laws. In this context, the expression “law’ takes within its fold statutory law, judicial decisional law and delegated legislation as well. Provisions of Indian Information Technology Act, 2000 and Indian Contract Laws including any amendment therein shall be specifically focused by both the parties considering an electronic format of SMM SOLUTIONS at a time of any dispute between the parties. AMENDMENT AND MODIFICATION Any amendment or modification or waiver in connection with this contract will not be effective unless made in writing and signed by both the parties. However, parties are entitled to decide otherwise by incorporating a suitable term. TERM This agreement is effective as of ___/___/____ and shall terminate on the date of full due payment is received by the Service Provider unless both parties decide to extend the agreement by informing each other in writing. NOTICES (1) All notices and other communications under this contract must be in writing, and must be mailed by registered or certified mail or any other form of communication [Fax/E-Mail]. The phase shall either be prepaid and acknowledgement shall be due or delivered by hand to the party to whom such notice is required or permitted to be given. (2) If mailed, all notices will be considered as given in 4 day after it was mailed. If delivered by hand, all notices will be considered as given when received by the party to whom the notice is meant and sent for. The mailing address for notice to either party will be the address as provided by the parties at the end of the contract. (3) You further agree that any correspondence to or by the Service Provider may also be done through e-mail/electronic records and you give your consent to receive communication from the Service Provider via e-mail/electronic records which will be deemed as adequate service of notice/correspondence. TAXES Parties shall pay relevant and envisaged taxes to the respective authorities without any evasion/default whatsoever. AUTHORIZED SIGNATORY (1) For the purpose of this contract, both parties shall provide information in writing regarding the authorized signatories for this contract along with their respective names and designations. Also, both parties shall clearly spell out the authorized signatories for correspondence relating to contract interpretation, modification or notices that are to be sent from time to time. In case client is an intermediary for some third party beneficiary then client clearly agrees and acknowledges that all terms and conditions of this agreement shall also be applicable to said third party beneficiary and client must submit confirmation letter for the same in writing to the Service Provider. (2) The contracting parties assume that the respective authorized signatories are the persons recognized for the purpose of signing the contract in conformity with the legal documents of the entity. TERMINATION Each party shall have the right to terminate the Contract by giving the other party written notice of termination in following conditions: (1) If the other party considerably breaches any of its obligations under this agreement and fails to restore such infringe to the satisfaction of the terminating party within ten (10) business days after receipt of written notice; or (2) the other Party is not paying their debts normally as they become due Consequences of Termination Upon termination, each party will immediately (1) return to the other Party all confidential information belonging to the other party that is in physical form and (2) obliterate or erase any and all other confidential information of the other Party that is not in physical form. Early Termination In the case of early termination, the client shall reimburse the Service Provider for any and all costs and expenses incurred by the Service Provider under this Agreement till the date of termination, including but not limited to, any and all advances made by the Service Provider to the third parties on behalf of the Client. Client agrees to pay Service Provider for the work done to date. In case Client fails to do so then client willfully and legally authorizes, allows, agrees and acknowledges that Service Provider shall take full control of client’s all social media accounts for which client has provided admin rights to the Service Provider. Service Provider clearly agrees and acknowledges to handover full control back to the client once client clears due payments. NON-SOLICITATION OF STAFF / ANTIPOACHING For the purposes of this contract, both parties agree not to solicit either directly or indirectly with a view to provide or offer employment to, offer to contract with or entice a staff member of the other party to leave without the prior written consent of the other during the term of this agreement and for an additional period of 2 years after termination. Further, client clearly agrees and acknowledges that this offer/employment/enticement shall also include any type of part time work or work on freelance basis relating to this project or any other projects. CONSENT The contracting parties of this agreement give their consent which is not only free but also legal and voluntary in nature, for the purposes of entering into this contract. COMPLIANCE WITH LOCAL LAWS Both parties agree to comply with the appropriate and relevant local laws [wherever applicable] concerning the purposes and activities envisaged under this Agreement. COMPETENCY OF PARTIES It is deemed that the parties to the contract are competent in the eye of law to enter into this contractual relationship. EXCLUSION OF IMPLIED TERMS AND CONDITIONS This Agreement explicitly and categorically excludes the operation of statutory rules pertaining to implied conditions and warranties in conformity with the provisions as enshrined in the Sale of Goods Act, 1930. Service Provider does not warrant that the functions contained in these SMM SOLUTIONS will meet the client's requirements or that the operation of the SMM SOLUTIONS will be uninterrupted or error-free. The entire risk as to the quality and performance of the SMM SOLUTIONS is with the client. In no event Service Provider shall be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these SMM SOLUTIONS, even if Service Provider has been advised of the possibility of such damages. LEGAL FEES The prevailing party shall be entitled to reasonable litigation and professional fees, related secretarial and research expenses, expert witness fees and out-of-pocket costs incurred in connection with dispute resolution arising between the parties with matters pertaining to this Agreement. LIMITED LIABILITY Client clearly agrees and acknowledges that total liabilities of Service Provider under this agreement in any case shall never exceed the total commercial value of last invoice raised for the disputed service. FULFILLMENT OF LEGAL REQUIREMENTS AND FORMALITIES The Service Provider as well as the Client undertake that they have fulfilled all the applicable legal requirements and formalities, as envisaged by the different laws, rules, regulations, bye-laws, procedure and formalities. SEVERABILITY If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. GENERAL 1. Headings. The headings of the various paragraphs hereof are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of this Agreement. 2. Assignment. Neither this Agreement nor either Parties’ rights and obligations hereunder may be assigned to a third party without the prior written consent of the non-assigning Party. 3. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 4. Waiver. A waiver by either Party to this Agreement of any of its items or conditions in any one instance shall not be deemed or construed to be a general waiver of such term or condition or a waiver of any subsequent breach. 5. Transfer of Copyrights: Copy rights and every other intellectual property rights’ transfer shall mean transfer of only those rights which are owned by Service Providers. It shall never include intellectual property rights owned by any third party. 6. Entire Agreement. This Agreement and the attached Appendices (a) constitute the entire Agreement between the Parties with respect to the subject matter; (b) supersede and replace all prior agreements, oral or written, between the Parties relating to the subject matter; and (c), except as otherwise indicated, may not be modified or otherwise changed in any manner except by a written instrument executed by both Parties. 7. Arbitration (a) If any dispute arises between the Parties hereto during the subsistence or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate, the Parties hereto shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 days, giving 15 days notice thereof to the other Party in writing. (b) In case of such failure the dispute shall be referred to a sole arbitrator or in case of disagreement as to the appointment of the sole arbitrator, to three (3) arbitrators, of which the Service Provider shall appoint one (1) arbitrator, and the Client shall appoint the second arbitrator and the third arbitrator shall be appointed by the two appointed arbitrators. (c) The arbitration proceedings shall be held in Ahmedabad, Gujarat, India. (d) Arbitration proceedings shall be governed by the laws of India. (e) The arbitration proceedings shall be in English language. (f) The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings. (g) The Parties hereto shall submit to the arbitrator's award and the award shall be enforceable in any competent court of law. 8. SMM SOLUTIONS Standard Both the parties clearly agree and acknowledge that development of SMM SOLUTIONS shall not be based on any type of SMM SOLUTIONS standard. If client wants Service Provider to comply with some specific standard then it may be considered by Service Provider subject to Service Provider’s discretion and extra cost. Any resemblance of Social Media posts with those of another company shall be considered as purely coincidental and Client clearly agrees and acknowledges that service provider in any case shall not be held accountable for that. 9. Indemnity The client fully and unequivocally agrees and acknowledges to indemnify the Service Provider without any time limit against all costs, claims, demands, expenses and liabilities arising out of and/or in connection with any claim that the Contents/subject matter provided by the client which infringe any third party intellectual property rights or any other rights whether within or outside India. 10. No warranty against malicious code and security attacks on SMM SOLUTIONS The client clearly understands and acknowledges that in any case Service Provider shall never be held responsible for any type of malicious code, security attacks or similar issues on SMM SOLUTIONS. Client shall carry out separate VAPT (Vulnerability Assessment and Penetration Testing) on its own to safeguard SMM SOLUTIONS against such issues. 11. Injunction The client agrees that breach of this agreement might cause the Service Provider irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Service Provider shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage. 12. Survival The provisions having survival nature shall survive even after termination of this Agreement. 13. Working Hours Client clearly agrees and acknowledges that services shall be delivered only during Service Provider’s working days between 10am to 7pm (IST). Annexure-A Scope of Work (SoW) Select relevant services of Social Media Marketing Solutions (SMM SOLUTIONS) 1. Social Media Strategy Design 2. Social Media Consulting 3. Social Media Campaign Design 4. Social Media Management 5. Social Media Advertising 6. Social Media Optimization 7. Lead Generation 8. Social Commerce 9. Digital Reputation Management 10. Photography & Videography 11. Cinemagraphy 12. Unliking services Here, client clearly agrees and acknowledges to allow us to remove fans from client’s social media pages. Further, client clearly agrees and acknowledges that Service Provider holds no responsibility for any type of losses as removed fans could not be brought back. Annexure – B Consideration, Refund policy and other commercial details Fee for Services In consideration for the Services, and for the duration of the Term, the Client shall pay the Service Provider a service fee equal to System Cost mentioned in Proposal – document. If the scope of the specifications or project changes significantly after this Agreement is signed, the consideration can be increased as per negotiation between Client and the Service Provider. Schedule of Payment Client agrees to follow Schedule of Payment mentioned in the proposal. The Service Provider shall have no obligations under this Agreement, including its obligation to commence the Services, until and unless it receives “good funds” equal to the advance Deposit Late Payment Any and all amounts owed to the Service Provider by Client hereunder that are not paid when due shall, at the Service Provider’s sole option, accrue interest at the rate of twelve percent (12%) per annum, calculated from the date on which such amount was due. Additional Expenses The cost given in this proposal is only for the services provided by Service Provider which does not include any other cost like Domain, Hosting, Disaster recovery site, back-up services, information security services or third party component cost, data entry. If any outside component or service out of scope would require for the project either client shall pay extra cost to Service Provider or client will buy the component or services to implement and use in the project. Refund Policy Client agrees and acknowledges that client believes in Service Provider’s success story and takes services with confidence. Client agrees and acknowledges that before selecting services and making payment, client has evaluated everything completely as per its requirements. Also, Client agrees and acknowledges that there is a lot of work involved to achieve every milestone while offering services. Therefore, Client clearly agrees and acknowledges that if Client elects to cancel its order after payment then Client shall not be entitled for any refund.

Domain & Hosting Services*

This contract is made on @cur_date by and between:- M/s. @com_name having its registered office at @com_address (hereinafter referred to as “the CLIENT” or “You”) which expression shall unless repugnant to the context be deemed to include its successors and assignees; AND M/s. CompuBrain having its registered office at 8, CompuBrain House, Anjali Society, Nr. Sardar Patel School, Maninagar, Ahmedabad – 380008 (hereinafter referred to as “SERVICE PROVIDER” or “We”) which expression shall unless repugnant to the context be deemed to include its successors and assignees; WHEREAS the Client has approached the Service Provider for the purpose of providing Domain & Hosting Services (Herein after referred as “DHS”) as mentioned in this context; WHEREAS the Service Provider agrees to provide the DHS for the Client and to provide such other services upon such terms and conditions as may be agreed between the parties from time to time; In consideration of the mutual covenants and obligations of the parties hereto, it is agreed as follows:- DEFINITIONS The following expressions have the meanings assigned hereunder:- (1) “Acceptance Date” means the earliest date of following events: (a) Date on which the client receives sign off email from the Service Provider for the completed DHS OR (b) Date on which the client sends new set of specifications while the DHS for currently agreed specification is completed and whereby it is assumed and agreed by both the parties that client has reviewed the current DHS and accepted it as is and have requested the Service Provider for new DHS to be provided OR (c) Date on which the client remits the payment to Service Provider and Service Provider duly receives the said payment in consideration for the DHS. (2) “Subject Matter/Materials/Contents” means all text, links, graphics, logos, photographs, images, sounds, illustrations, GIF files, videos, PDF files, micro site details, keywords, domain names, brand names, and/or other materials and related documentations. (4) “DHS” means the appropriate/relevant Domain & Hosting Services as and when selected by the client from Annexure-A of this Agreement. (5) “Services” Means the services to be provided by the Service Provider under this Agreement. (7) “Electronic Records” means all information concerning this Agreement that is stored in electronic form. (8) “Platform” means and includes but not limited to Domain Platform, Hosting Platform, SSL Platform, E-mail Platform, Cloud Platform, CDN Platform and Payment Gateway Platform. PROVISIONS OF PLATFORM: Service Provider has agreed and complied with various legal provisions specified by various Platforms in the below given links. You also hereby agree and acknowledge that you have visited below given links as well you agree and acknowledge to comply with all the provisions mentioned in these links: i.________________________ Godaddy’s Legal Terms and Conditions found at http://www.________ as of the date of I agree, including any addenda referenced therein. ii.________________________ Google’s Legal Terms and Conditions found at http://www.________ as of the date of I agree, including any addenda referenced therein. “Heerenbhai: Pls specify all the platform links” RELATIONSHIP Both the parties understand, agree and acknowledge that this relationship is that of a contractor/service providers and that nothing in this Agreement creates a joint venture, partnership, or employer-employee relationship. Accordingly, Service Provider is not entitled to any benefits that may ordinarily be extended to employees, and is not authorized to make any representation, contract or commitment on behalf of Client unless specifically authorized to do so by Client. The parties hereto understand that neither of them has authority to bind the other in any contractual arrangement with any third party except for the agreements of Platforms as specified in above given links. AUTHORIZED REPRESENTATIVE Client clearly agrees and acknowledges to inform us the complete details of its authorized representative. In case client has authorized some third party agency to take care of its platform accounts then client clearly agrees and acknowledges to provide us complete details of such agency in the manner and format as specified from time to time by us. You further agree and acknowledge that you have clearly instructed your authorized representative to handover complete admin rights of your relevant platform accounts to us so as to enable us to offer you relevant services. PLATFORM ACCOUNT AND SECURITY Client must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form. You agree that you shall protect your platforms’ accounts and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your accounts. You must notify us immediately upon learning of any unauthorized use of your accounts or any other breach of security. PRIVACY POLICY Client clearly agrees and acknowledges with our privacy policy and reasonable security practices & procedures as listed on www.compubrain.in RIGHTS AND OBLIGATIONS (1) Services to be provided under this Agreement:- The Service Provider, under the terms and conditions of this Agreement, agrees to provide the following services:- (i) Provide appropriate DHS for the client as agreed by both the parties; (ii) Services exclusively and categorically excludes services for acquiring any software/tools licensing on behalf of client, co-location services,network support services, IS audit related services, Disaster recovery site, back-up services, data (e-mail or otherwise) migration services and information security services. In case client wishes to take any of the above described services then it shall be considered as a separate task under separate agreement to be agreed by both the parties; (iii) Service Provider will inform the client in case of any copyrighted Contents or external Contents need to be used for DHS. If any such rights for use of such Contents need to be purchased/arranged then it shall be separately charged as per actual cost. Client agrees to pay management fees of 20% on the actual cost of such additional Contents to the Service Provider in such cases along with full indemnity to the Service Provider in case of any claim by third party; (iv) Provide the completed DHS as per agreed schedule with a condition that the client shall provide timely subject matter, feedback and clarifications as and when communicated by the Service Provider; (v) Service Provider may agree to provide services for client’s existing DHS with clear conditions that in any case it shall not be held liable relating to any past matters with respect to the dealing of the client with any third party/person who previously worked on the client’s existing DHS and that client clearly agrees to warrant and confirm that all materials client use or provide shall not infringe any intellectual property of any third party, are accurate and not offensive, indecent, defamatory or threatening and agree to fully indemnify Service Provider against any claims (including but not limited to Intellectual Property related claims), damages, costs or other liability incurred by the Service Provider in the event that anyone alleges infringement. (2) Service specific rights and obligations:- (i) Domain registration/renewal/transfer service Client clearly understands, agrees and acknowledges that domain registration/renewal/transfer service depends on various issues such as on the grounds which are not in control of Service Provider. Further, client agrees and acknowledges that client shall provide timely subject matter, feedback, payment and clarifications as and when communicated by the Service Provider to avail domain registration/renew/transfer service. Client clearly agrees and acknowledges that in no event Service Provider will be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the inability to register/renew/transfer client’s domain names. (ii) Bulk domain names registration/renewal/transfer service Client clearly understands, agrees and acknowledges that Bulk domain names registration/renewal/transfer service depends on various issues such as on the grounds which are not in control of Service Provider. Further, client agrees and acknowledges that client shall provide timely subject matter, feedback, payment and clarifications as and when communicated by the Service Provider to avail bulk domain names registration/renew/transfer service. Client clearly agrees and acknowledges that in no event Service Provider will be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the inability to register/renew/transfer bulk domain names. Further, client clearly agrees and acknowledges that service provider shall use said bulk domain names for its other clients in case of non-renewal of bulk domain names by the client. (iii) Shared hosting service Client clearly understands, agrees and acknowledges that shared hosting services shall mean that same hosting platform shall be used by any third parties. Client clearly understands, agrees and acknowledges that C-Panel (Control Panel) rights shall never be granted to the client in the case of Shared hosting service considering various factors which are not in control of service provider. In this case client wishes to take control of C-panel rights then client shall upgrade services accordingly. (iv) Dedicated server hosting service Client clearly understands, agrees and acknowledges that dedicated hosting services shall mean that same hosting platform shall not be used by any third parties except other clients of service provider. Client clearly understands, agrees and acknowledges that C-Panel (Control Panel) rights shall never granted to the client even in the case of dedicated hosting service. In case client wishes to take control of C-panel rights then it shall upgrade services accordingly. (v) C-Panel hosting service Client clearly understands, agrees and acknowledges that C-panel hosting service shall mean that the same hosting platform shall be used by any third parties. In this case, service provider agrees and acknowledges that C-Panel (Control Panel) rights may be granted to the client as and when requested by the client. Further, client agrees that client shall fully protect C-panel properties and take full responsibility for its own, and third party, use of C-panel properties. Client shall be solely responsible for any and all activities that occur under C-panel properties. (vi) CDN- Content Distribution Network service The entire risk as to the quality, compatibility and performance of the CDN is with the client. In no event Service Provider shall be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these CDN, even if Service Provider has been advised of the possibility of such damages. (vii)E-mail hosting service Client willfully and legally authorizes, allows, agrees and acknowledges that Service Provider shall take full control of admin rights of e-mail server and carry out changes in the email server as requested by client. Service provider agrees and acknowledges that Admin rights of E-mail server may be granted to the client as and when requested by the client except complimentary e-mail server services. Further, client agrees that client shall fully protect E-mail admin rights and take full responsibility for its own, and third party, use of admin rights. Client shall be solely responsible for any and all activities that occur E-m under admin rights. (x) SSL certificate service Client clearly agrees and acknowledges that service provider is just an integrator of SSL services for client and therefore entire risk as to the quality, compatibility, security and performance of the SSL is with the client. In no event Service Provider shall be liable to the client or any third party for any damages, security attacks including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these SSL, even if Service Provider has been advised of the possibility of such damages. (3) The Client clearly agrees and acknowledges that client shall not ask Service Provider for any type of training regarding DHS . (4) Client shall put Service Provider’s monogram on all the contents developed/designed by Service Provider. Further, client shall allow Service Provider to use of its relevant logos and brand names for mentioning in the Service Provider’s client portfolio. (5) Client shall also be responsible to get outside third party services arranged in maximum 7 days after the request communicated to the client by the Service Provider relating to current project given to the Service Provider. (6) During the course of service delivery if client fails to respond to give feedback to the Service Provider within 10 days for any queries, the Service Provider will put the project on hold and will switch over team working on the client’s project to other projects. If the client wants to resume project which is on hold, Service Provider reserves the right to revise the quote and the timeline to accomplish the work. (7) In any case of any other third party(s)/in house employees working on the same DHS other than Service Provider, client shall keep the Service Provider updated on modifications done by other party(s). Client agrees that if client fails to communicate for such modification then it may result in additional efforts on the part of Service Provider to fine-tune DHS. Client further agrees to pay Service Provider all such additional cost for fine-tuning DHS as agreed by both the parties on time to time basis. CONSIDERATION The Service Provider shall raise an invoice according to commercial details agreed by both the parties in Annexure- B of this agreement. APPROVAL OF DELIVERABLES It will be ensured by the client that all the approvals are done within 10 days of the delivery of the intermediate deliverables. In the event of not receiving feedback within 10 days’ time, Service Provider would assume that the deliverables are working as per the client’s satisfaction and would not be entertained at later stage. Both the parties further agree and acknowledge that if client doesn’t provide any feedback in the said time limit then Service Provider shall assume that client has approved and accepted the said deliverables. Service Provider has a structured and systematic approach towards services of DHS. Client approval is an integral process in completion of each element of the project. Such approvals are derived from the clients at regular basis. Change in approved elements of the system at a later stage may cause major changes, which may be charged additionally. CHANGE REQUEST Any changes in the scope are not expected during the course of the execution. If client wishes to have any modification or change, additional efforts would be considered as a separate project and billable amount will be charged extra and to be paid upfront. Any change request is accepted from client via email or in written. On change request Service Provider does not guaranty project completion within expected time. CONFIDENTIALITY/NDA Both parties to the agreement undertake to keep confidential, all information (oral or written) concerning the business and affairs of the other party which has been obtained or received as a result of entering into this agreement. Both the parties agree that following information shall not be considered as Confidential Information for the purposes of this contract: (a) information generally available to the public; (b) already lawfully in the possession of Service Provider at the time of disclosure and not subject to an existing agreement of confidentiality between the parties; (c) received from a third party without restriction and without breach of this Agreement; (d) independently developed by Service Provider Both the parties further agree and acknowledge that in any event pursuant to an order of a government agency or a court of competent jurisdiction, Service Provider will disclose only that portion of such Confidential Information as is legally required to be furnished and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed, at no expense to Client. OWNERSHIP & PROTECTION OF IPR (1) Service Provider agrees that all copyright-able material specifically designed and developed for Client such as but not limited to Contents, articles, notes, records, drawings, designs, improvements, images, and videos, conceived, made or discovered by Service Provider, solely or in collaboration with others, during this Agreement which result from performing the Services hereunder are the sole property of the Client only after payment process is duly completed by the Client. Service Provider agrees that all of its services performed hereunder shall be considered under a “work made for hire” relationship with client, with client considered the sole and original owner of all rights, title and interests to the Contents only after payment process is duly completed by the Client. To the extent that all or any portion of Service Provider’s services is not considered performed under a “work made for hire” relationship with Client, Service Provider agrees to assign to the Client and by this Agreement does hereby assign fully to the Client all rights, title and interests to the Inventions and any trademarks, copyrights, patents, design patents, trade secrets, mask work rights or other intellectual property or proprietary rights relating thereto only after payment process is duly completed by the Client. Proviso/exception to the above list: • Service Provider’s Proprietary brand names and services • Free/paid ready-made Contents (2) Service Provider agrees that to the best of Service Provider’s knowledge, understanding and limited legal skills if in the course of performing the services hereunder, Service Provider incorporates into any Contents, the Client shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Contents only after payment process is duly completed by the Client. Proviso/exception to the above list: • Service Provider’s Proprietary brand names and services • Free/paid ready-made Contents (3) The Client represents to Service Provider that to the best of client's knowledge that any elements of Contents, copy, images, related graphics, designs, trademarks, third party logos, or other artwork provided to Service Provider for inclusion in DHS are owned by the Client, or that the client has permission from the rightful owner to use each of these Contents, and will hold harmless, protect and defend the Service Provider and its subcontractors from any claim or suit arising from use of such Contents furnished by the Client. FEEDBACK Client clearly agrees and acknowledges that it has carefully selected Service Provider, reviewed Service Provider’s portfolio and has full confidence on Service Provider. Therefore, if client chooses to provide feedback regarding Service Provider’s services which is visible to public then client clearly agrees and acknowledges that it shall exercise due care while placing such feedback and making comments and it shall not make any comments that are not factual in nature and shall not post defamatory or illegal or offensive/ obscene contents. Further, if client is in the business of selling products/services online the client clearly agrees and acknowledges that in any case Service Provider shall not be held responsible for negative reviews/comments, delayed deliveries claimed by client’s end users, delayed online form submissions and other related activities. DHS PERFORMANCE VARIATION Client clearly understands and agrees that Service Provider being an agree-gator does not warrant specific results and performance assurity for DHS on the grounds not in control of Service Provider including but not limited to Platform related issues such as thresh-hold points, errors, failures, interruptions, down time, security attacks, outages and others. Client clearly agrees and acknowledges that the entire risk as to the quality, compatibility, security and performance of the DHS is with the client. In no event Service Provider will be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate said DHS. FORCE MAJEURE (1) Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, strikes of its own or other employees, insurrection or riots, embargoes, technical break out, internet failures, internet ban, platform failure, platform ban, container shortages, wrecks or delays in transportation, inability to obtain supplies and appropriate Contents or regulations of any civil or military authority known as an ‘Event of Force Majeure’. (2) Each of the parties agrees to give notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances leading/resulting to an Event of Force Majeure and subsequent impossibility to perform this Agreement. (3) If a default due to an Event of Force Majeure shall continue for more than 15 days then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an event of Force Majeure. GOVERNING LAW This contract shall be governed by and interpreted in accordance with the law of India. Appropriate Courts located in Ahmedabad, Gujarat shall have exclusive jurisdiction without any conflict of laws. In this context, the expression “law’ takes within its fold statutory law, judicial decisional law and delegated legislation as well. Provisions of Indian Information Technology Act, 2000 and Indian Contract Laws including any amendment therein shall be specifically focused by both the parties considering an electronic format of DHS at a time of any dispute between the parties. AMENDMENT AND MODIFICATION Any amendment or modification or waiver in connection with this contract will not be effective unless made in writing and signed by both the parties. However, parties are entitled to decide otherwise by incorporating a suitable term. TERM This agreement is effective as of ___/___/____ and shall terminate on the date of full due payment is received by the Service Provider unless both parties decide to extend the agreement by informing each other in writing. NOTICES (1) All notices and other communications under this contract must be in writing, and must be mailed by registered or certified mail or any other form of communication [Fax/E-Mail]. The phase shall either be prepaid and acknowledgement shall be due or delivered by hand to the party to whom such notice is required or permitted to be given. (2) If mailed, all notices will be considered as given in 4 day after it was mailed. If delivered by hand, all notices will be considered as given when received by the party to whom the notice is meant and sent for. The mailing address for notice to either party will be the address as provided by the parties at the end of the contract. (3) You further agree that any correspondence to or by the Service Provider may also be done through e-mail/electronic records and you give your consent to receive communication from the Service Provider via e-mail/electronic records which will be deemed as adequate service of notice/correspondence. TAXES Parties shall pay relevant and envisaged taxes to the respective authorities without any evasion/default whatsoever. AUTHORIZED SIGNATORY (1) For the purpose of this contract, both parties shall provide information in writing regarding the authorized signatories for this contract along with their respective names and designations. Also, both parties shall clearly spell out the authorized signatories for correspondence relating to contract interpretation, modification or notices that are to be sent from time to time. In case client is an intermediary for some third party beneficiary then client clearly agrees and acknowledges that all terms and conditions of this agreement shall also be applicable to said third party beneficiary and client must submit confirmation letter for the same in writing to the Service Provider. (2) The contracting parties assume that the respective authorized signatories are the persons recognized for the purpose of signing the contract in conformity with the legal documents of the entity. TERMINATION Each party shall have the right to terminate the Contract by giving the other party written notice of termination in following conditions: (1) If the other party considerably breaches any of its obligations under this agreement and fails to restore such infringe to the satisfaction of the terminating party within ten (10) business days after receipt of written notice; or (2) the other Party is not paying their debts normally as they become due Consequences of Termination Upon termination, each party will immediately (1) return to the other Party all confidential information belonging to the other party that is in physical form and (2) obliterate or erase any and all other confidential information of the other Party that is not in physical form. Early Termination In the case of early termination, the client shall reimburse the Service Provider for any and all costs and expenses incurred by the Service Provider under this Agreement till the date of termination, including but not limited to, any and all advances made by the Service Provider to the third parties on behalf of the Client. Client agrees to pay Service Provider for the work done to date. In case Client fails to do so then client willfully and legally authorizes, allows, agrees and acknowledges that Service Provider shall take full control of client’s relevant platform’s accounts for which client has provided admin rights to the Service Provider. Service Provider clearly agrees and acknowledges to handover full control back to the client once client clears due payments. NON-SOLICITATION OF STAFF / ANTIPOACHING For the purposes of this contract, both parties agree not to solicit either directly or indirectly with a view to provide or offer employment to, offer to contract with or entice a staff member of the other party to leave without the prior written consent of the other during the term of this agreement and for an additional period of 2 years after termination. Further, client clearly agrees and acknowledges that this offer/employment/enticement shall also include any type of part time work or work on freelance basis relating to this project or any other projects. CONSENT The contracting parties of this agreement give their consent which is not only free but also legal and voluntary in nature, for the purposes of entering into this contract. COMPLIANCE WITH LOCAL LAWS Both parties agree to comply with the appropriate and relevant local laws [wherever applicable] concerning the purposes and activities envisaged under this Agreement. COMPETENCY OF PARTIES It is deemed that the parties to the contract are competent in the eye of law to enter into this contractual relationship. EXCLUSION OF IMPLIED TERMS AND CONDITIONS This Agreement explicitly and categorically excludes the operation of statutory rules pertaining to implied conditions and warranties in conformity with the provisions as enshrined in the Sale of Goods Act, 1930. Service Provider does not warrant that the functions contained in these DHS will meet the client's requirements or that the operation of the DHS will be uninterrupted or error-free. The entire risk as to the quality and performance of the DHS is with the client. In no event Service Provider shall be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these DHS, even if Service Provider has been advised of the possibility of such damages. LEGAL FEES The prevailing party shall be entitled to reasonable litigation and professional fees, related secretarial and research expenses, expert witness fees and out-of-pocket costs incurred in connection with dispute resolution arising between the parties with matters pertaining to this Agreement. LIMITED LIABILITY Client clearly agrees and acknowledges that total liabilities of Service Provider under this agreement in any case shall never exceed the total commercial value of last invoice raised for the disputed service. FULFILLMENT OF LEGAL REQUIREMENTS AND FORMALITIES The Service Provider as well as the Client undertake that they have fulfilled all the applicable legal requirements and formalities, as envisaged by the different laws, rules, regulations, bye-laws, procedure and formalities. SEVERABILITY If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. GENERAL 1. Headings. The headings of the various paragraphs hereof are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of this Agreement. 2. Assignment. Neither this Agreement nor either Parties’ rights and obligations hereunder may be assigned to a third party without the prior written consent of the non-assigning Party. 3. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 4. Waiver. A waiver by either Party to this Agreement of any of its items or conditions in any one instance shall not be deemed or construed to be a general waiver of such term or condition or a waiver of any subsequent breach. 5. Transfer of Copyrights: Copy rights and every other intellectual property rights’ transfer shall mean transfer of only those rights which are owned by Service Providers. It shall never include intellectual property rights owned by any third party. 6. Entire Agreement. This Agreement and the attached Appendices (a) constitute the entire Agreement between the Parties with respect to the subject matter; (b) supersede and replace all prior agreements, oral or written, between the Parties relating to the subject matter; and (c), except as otherwise indicated, may not be modified or otherwise changed in any manner except by a written instrument executed by both Parties. 7. Arbitration (a) If any dispute arises between the Parties hereto during the subsistence or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate, the Parties hereto shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 days, giving 15 days notice thereof to the other Party in writing. (b) In case of such failure the dispute shall be referred to a sole arbitrator or in case of disagreement as to the appointment of the sole arbitrator, to three (3) arbitrators, of which the Service Provider shall appoint one (1) arbitrator, and the Client shall appoint the second arbitrator and the third arbitrator shall be appointed by the two appointed arbitrators. (c) The arbitration proceedings shall be held in Ahmedabad, Gujarat, India. (d) Arbitration proceedings shall be governed by the laws of India. (e) The arbitration proceedings shall be in English language. (f) The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings. (g) The Parties hereto shall submit to the arbitrator's award and the award shall be enforceable in any competent court of law. 8. DHS Standard Both the parties clearly agree and acknowledge that DHS shall not be based on any type of DHS standard. If client wants Service Provider to comply with some specific standard then it may be considered by Service Provider subject to Service Provider’s discretion and extra cost. 9. Indemnity The client fully and unequivocally agrees and acknowledges to indemnify the Service Provider without any time limit against all costs, claims, demands, expenses and liabilities arising out of and/or in connection with any claim that the Contents/subject matter provided by the client which infringe any third party intellectual property rights or any other rights whether within or outside India. 10. No warranty against malicious code and security attacks on DHS The client clearly understands and acknowledges that in any case Service Provider shall never be held responsible for any type of malicious code, security attacks or similar issues relating to DHS . Client shall carry out separate VAPT (Vulnerability Assessment and Penetration Testing) on its own to safeguard its platform accounts against such issues. 11. Injunction The client agrees that breach of this agreement might cause the Service Provider irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Service Provider shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage. 12. Survival The provisions having survival nature shall survive even after termination of this Agreement. 13. Working Hours Client clearly agrees and acknowledges that services shall be delivered only during Service Provider’s working days between 10am to 7pm (IST). Annexure-A Select relevant services of DHS 1. Domain registration/renewal/transfer service 2. Bulk domain names registration/renewal/transfer service 3. Shared hosting service 4. Dedicated server hosting service 5. C-Panel hosting service 6. CDN- Content Distribution Network service 7. E-mail hosting service 8. SSL certificate service Annexure – B Consideration, Refund policy and other commercial details Fee for Services In consideration for the Services, and for the duration of the Term, the Client shall pay the Service Provider a service fee equal to System Cost mentioned in Proposal – document. If the scope of the specifications or project changes significantly after this Agreement is signed, the consideration can be increased as per negotiation between Client and the Service Provider. Schedule of Payment Client agrees to follow Schedule of Payment mentioned in the proposal. The Service Provider shall have no obligations under this Agreement, including its obligation to commence the Services, until and unless it receives “good funds” equal to the advance Deposit. Late Payment Any and all amounts owed to the Service Provider by Client hereunder that are not paid when due shall, at the Service Provider’s sole option, accrue interest at the rate of twelve percent (12%) per annum, calculated from the date on which such amount was due. Additional Expenses The cost given in this proposal is only for the services provided by Service Provider which does not include any other cost like Disaster recovery site, back-up services, information security services or third party component cost, data entry. If any outside component or service out of scope would require for the project either client shall pay extra cost to Service Provider or client will buy the component or services to implement and use in the project. Refund Policy Client agrees and acknowledges that client believes in Service Provider’s success story and takes services with confidence. Client agrees and acknowledges that before selecting services and making payment, client has evaluated everything completely as per its requirements. Also, Client agrees and acknowledges that there is a lot of work involved to achieve every milestone while offering services. Therefore, Client clearly agrees and acknowledges that if Client elects to cancel its order after payment then Client shall not be entitled for any refund.