AGREEMENT
This contract is made on 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 and its subsidiarie CompuBrain Internetics Private Limited 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;
DOMAIN & HOSTING SERVICES (DHS) AGREEMENT
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.
(6) “Electronic Records” means all information concerning this Agreement that is stored in electronic form.
(7) “Platform” means and includes but not limited to Domain Platform, Hosting Platform, SSL Platform, E-mail Platform, Cloud Platform, CDN Platform, Payment Gateway Platform, Godaddy, Buy.ooo, nic.ae, 101 domain.com, Amazon Hosting, Google Analytics, Google mail Zoho Mail and others.
PROVISIONS OF PLATFORMS:
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 https://in.godaddy.com/legal-agreements.aspx
ii. Buy.ooo ’s Legal Terms and Conditions found http://www.buy.ooo/support/legal.php, http://www.buy.ooo/support/privacy.php
iii. nic.ae ’s Legal Terms and Conditions found https://www.nic.ae/content.jsp?action=pripol, https://www.nic.ae/content.jsp?action=termcond
iv. 101domain.com ’s Legal Terms and Conditions found https://www.101domain.com/terms_domain.htm
v. Amazon Hosting’s Legal Terms and Conditions found https://aws.amazon.com/legal
vi. Google Analytic’s Legal Terms and Conditions found https://www.google.com/intl/en/policies/privacy/
vii. Google mail’s Legal Terms and Conditions found https://www.google.com/mail/help/terms_of_use.html
viii. Zoho mails’s Legal Terms and Conditions found https://www.zoho.com/terms.html
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. Further, Client clearly agrees and acknowledges that in case Authorized Representative leaves the Client organization then automatically director/partner/proprietor of the Client shall be considered as Authorized Representative for this Agreement and he/she shall be responsible for execution and compliance of all rights and responsibilities under this Agreement.
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.
(viii) 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 date of your “I agree” action 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.
INTERNET MARKETING SOLUTIONS (IMS) AGREEMENT
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.
(6) “Electronic Records” means all information concerning this Agreement that is stored in electronic form.
(7) “Platform” means and includes but not limited to facebook, google, magento, opencart, wordpress, woocommerce, prestashop, joomla, drupal, PHP, envato, flaticon, shutterstock, freepik, Yahoo, Bing, Zopim, tawk.to, mailchimp, intercom, godaddy, paypal, CC Avenue, twitter, instagram, linkedIn and others.
PROVISIONS OF PLATFORMS:
You clearly agree and acknowledge that our services shall depend on various Platforms.
Service Provider has agreed and complied with various legal provisions as specified by various Platforms including but not limited to below given links.
You also hereby agree and acknowledge that you have visited below given links and other relevant links as well you agree and acknowledge all the provisions mentioned in those links.
i. Google’s Legal Terms and Conditions found https://www.google.com/mail/help/terms_of_use.html
ii. Magento ’s Legal Terms and Conditions found https://magento.com/legal/terms
iii. Opencart ’s Legal Terms and Conditions found https://opencart.tips/privacy-policy, http://www.opencartaddons.com/privacy-policy
iv. Wordpress.org’s Legal Terms and Conditions found https://wordpress.org/about/privacy/
v. Woocommerce’s Legal Terms and Conditions found https://woocommerce.com/terms-conditions/?_ga=1.169421025.1363609955.1491301976
vi. Prestashop’s Legal Terms and Conditions found https://www.prestashop.com/en/privacy-policy
vii. Joomla’s Legal Terms and Conditions found https://www.joomla.org/privacy-policy.html
viii. Drupal’s Legal Terms and Conditions found http://www.drupal.com/trademark
ix. PHP’s Legal Terms and Conditions found http://php.net/privacy.php
x. Envato’s Legal Terms and Conditions found https://envato.com/privacy/
xi. Flaticon’s Legal Terms and Conditions found http://www.flaticon.com/privacy-policy
xii. Shutterstock’s Legal Terms and Conditions found https://www.shutterstock.com/privacy as of the date of I agree, including any addenda referenced therein.
xiii. Freepik’s Legal Terms and Conditions found http://www.freepik.com/privacy_policy as of the date of I agree, including any addenda referenced therein.
xiv. Google Search Engine’s Legal Terms and Conditions found https://www.google.com/policies/privacy/ as of the date of I agree, including any addenda referenced therein.
xv. Yahoo Search Engine’s Legal Terms and Conditions found https://policies.yahoo.com/in/en/yahoo/privacy/index.htm as of the date of I agree, including any addenda referenced therein.
xvi. Bing Search Engine’s Legal Terms and Conditions found https://privacy.microsoft.com/en-gb/privacystatement as of
the date of I agree, including any addenda referenced therein.
xvii. Zopim’s Legal Terms and Conditions found https://www.zopim.com/zopim-privacy-policy as of the date of I agree, including any addenda referenced therein.
xviii. Tawk.to’s Legal Terms and Conditions found https://www.tawk.to/privacy-policy/.
xix. Mailchimp’s Legal Terms and Conditions found https://mailchimp.com/legal/privacy/.
xx. Intercom’s Legal Terms and Conditions found https://www.intercom.com/privacy.
xxi. Godaddy Newsletter’s Legal Terms and Conditions found https://in.godaddy.com/Agreements/Privacy.aspx.
xxii. Paypal Payment Gateway’s Legal Terms and Conditions found https://www.paypal.com/us/webapps/mpp/ua/useragreement-full.
xxiii. CC Avenues Gateway’s Legal Terms and Conditions found https://www.ccavenue.com/agreement.jsp , https://www.ccavenue.com/privacy.jsp.
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 relevant Platforms 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. Further, Client clearly agrees and acknowledges that in case Authorized Representative leaves the Client organization then automatically director/partner/proprietor of the Client shall be considered as Authorized Representative for this Agreement and he/she shall be responsible for execution and compliance of all rights and responsibilities under this Agreement.
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.
(7) 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, 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 date of your “I agree” action 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
(h) 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.
(i) 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.
(j) The arbitration proceedings shall be held in Ahmedabad, Gujarat, India.
(k) Arbitration proceedings shall be governed by the laws of India. (l) The arbitration proceedings shall be in English language.
(m) The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings.
(n) 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.
INTERNET MARKETING SOLUTIONS (IMS) AGREEMENT
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) “Platform” means and includes but not limited to facebook, google, magento, opencart, wordpress, woocommerce, prestashop, joomla, drupal, PHP, envato, flaticon, shutterstock, freepik, Yahoo, Bing, Zopim, tawk.to, mailchimp, intercom, godaddy, paypal, CC Avenue, twitter, instagram, linkedIn and others.
PROVISIONS OF PLATFORMS:
You clearly agree and acknowledge that our services shall depend on various Platforms.
Service Provider has agreed and complied with various legal provisions as specified by various Platforms including but not limited to below given links.
You also hereby agree and acknowledge that you have visited below given links and other relevant links as well you agree and acknowledge all the provisions mentioned in those links.
xxiv. Google’s Legal Terms and Conditions found https://www.google.com/mail/help/terms_of_use.html
xxv. Magento ’s Legal Terms and Conditions found https://magento.com/legal/terms
xxvi. Opencart ’s Legal Terms and Conditions found https://opencart.tips/privacy-policy, http://www.opencartaddons.com/privacy-policy
xxvii. Wordpress.org’s Legal Terms and Conditions found https://wordpress.org/about/privacy/
xxviii. Woocommerce’s Legal Terms and Conditions found https://woocommerce.com/terms-conditions/?_ga=1.169421025.1363609955.1491301976
xxix. Prestashop’s Legal Terms and Conditions found https://www.prestashop.com/en/privacy-policy
xxx. Joomla’s Legal Terms and Conditions found https://www.joomla.org/privacy-policy.html
xxxi. Drupal’s Legal Terms and Conditions found http://www.drupal.com/trademark
xxxii. PHP’s Legal Terms and Conditions found http://php.net/privacy.php
xxxiii. Envato’s Legal Terms and Conditions found https://envato.com/privacy/
xxxiv. Flaticon’s Legal Terms and Conditions found http://www.flaticon.com/privacy-policy
xxxv. Shutterstock’s Legal Terms and Conditions found https://www.shutterstock.com/privacy as of the date of I agree, including any addenda referenced therein.
xxxvi. Freepik’s Legal Terms and Conditions found http://www.freepik.com/privacy_policy as of the date of I agree, including any addenda referenced therein.
xxxvii. Google Search Engine’s Legal Terms and Conditions found https://www.google.com/policies/privacy/ as of the date of I agree, including any addenda referenced therein.
xxxviii. Yahoo Search Engine’s Legal Terms and Conditions found https://policies.yahoo.com/in/en/yahoo/privacy/index.htm as of the date of I agree, including any addenda referenced therein.
xxxix. Bing Search Engine’s Legal Terms and Conditions found https://privacy.microsoft.com/en-gb/privacystatement as of the date of I agree, including any addenda referenced therein.
xl. Zopim’s Legal Terms and Conditions found https://www.zopim.com/zopim-privacy-policy as of the date of I agree, including any addenda referenced therein.
xli. Tawk.to’s Legal Terms and Conditions found https://www.tawk.to/privacy-policy/.
xlii. Mailchimp’s Legal Terms and Conditions found https://mailchimp.com/legal/privacy/.
xliii. Intercom’s Legal Terms and Conditions found https://www.intercom.com/privacy.
xliv. Godaddy Newsletter’s Legal Terms and Conditions found https://in.godaddy.com/Agreements/Privacy.aspx.
xlv. Paypal Payment Gateway’s Legal Terms and Conditions found https://www.paypal.com/us/webapps/mpp/ua/useragreement-full.
xlvi. CC Avenues Gateway’s Legal Terms and Conditions found https://www.ccavenue.com/agreement.jsp , https://www.ccavenue.com/privacy.jsp.
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 relevant Platforms 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. Further, Client clearly agrees and acknowledges that in case Authorized Representative leaves the Client organization then automatically director/partner/proprietor of the Client shall be considered as Authorized Representative for this Agreement and he/she shall be responsible for execution and compliance of all rights and responsibilities under this Agreement.
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:- (vii) 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;
(viii) 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;
(ix) Upload/promote the developed IMS on the internet as agreed in SoW;
(x) 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;
(xi) 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;
(xii) 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.
(7) 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, 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 date of your “I agree” action 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
(o) 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.
(p) 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.
(q) The arbitration proceedings shall be held in Ahmedabad, Gujarat, India.
(r) Arbitration proceedings shall be governed by the laws of India. (s) The arbitration proceedings shall be in English language.
(t) The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings.
(u) 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 (SMM) AGREEMENT
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 and includes but not limited to facebook, google, twitter, instagram, linkedIn, flickr, google+, slideshare, pinterest, snapchat, whats app, google fonts, flaticon, shutterstock, freepic and others.
PROVISIONS OF SOCIAL MEDIA PLATFORMS:
You clearly agree and acknowledge that our services shall depend on various Social Media Platforms.
Service Provider has agreed and complied with various legal provisions as specified by various Social Media Platforms including but not limited to below given links.
You also hereby agree and acknowledge that you have visited below given links and other relevant links as well you agree and acknowledge all the provisions mentioned in those links.
i. Facebook’s Legal Terms and Conditions found https://www.facebook.com/policies
ii. Twitter’s Legal Terms and Conditions found https://twitter.com/privacy
iii. LinkedIn’s Legal Terms and Conditions found https://www.linkedin.com/legal/privacy-policy
iv. Instagram’s Legal Terms and Conditions found https://www.instagram.com/about/legal/privacy
v. Flickr’s Legal Terms and Conditions found https://policies.yahoo.com/us/en/yahoo/privacy/products/flickr/index.htm vi. Google+’s Legal Terms and Conditions found https://www.google.com/+/policy/pagesterm.html
vii. SlideShare’s Legal Terms and Conditions found https://www.linkedin.com/legal/privacy-policy
viii. Pinterest’s Legal Terms and Conditions found https://about.pinterest.com/en/privacy-policy
ix. Snapchat’s Legal Terms and Conditions found https://www.snap.com/en-US/privacy/privacy-policy
x. Whatsapp’s Legal Terms and Conditions found https://www.whatsapp.com/legal
xi. Google Fonts’s Legal Terms and Conditions found https://www.google.com/policies/privacy
xii. Facebook’s Legal Terms and Conditions found https://www.facebook.com/policies
xiii. Flaticon’s Legal Terms and Conditions found http://www.flaticon.com/privacy-policy
xiv. Shutterstock’s Legal Terms and Conditions found https://www.shutterstock.com/privacy
xv. Freepik’s Legal Terms and Conditions found http://www.freepik.com/privacy_policy
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 Platforms 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. Further, Client clearly agrees and acknowledges that in case Authorized Representative leaves the Client organization then automatically director/partner/proprietor of the Client shall be considered as Authorized Representative for this Agreement and he/she shall be responsible for execution and compliance of all rights and responsibilities under this Agreement.
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.
(7) 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 date of your “I agree” action 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
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
to remove fans from client’s social media pages.
Further,
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 2.0 AGREEMENT
Terms of Services
This legal document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This legal document is published in accordance with the provisions ofRule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 and Rule 4 of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 of Information Technology Act, 2000 amended through Information Technology Amendment Act, 2008 that require publishing the Terms of Services and practices for access or usage of www.compubrain.com/social, its mobile app/web and other integrated systems/services (“SOCIAL MEDIA 2.0”).
These terms of services apply to all users which use SOCIAL MEDIA 2.0 mobile app/web and its integrated systems/services. Users in this context shall include owners, managers and staff members of SOCIAL MEDIA 2.0registeredusers and unregistered users who use SOCIAL MEDIA 2.0 app/web.
By using this app/web, clicking the “I accept/ I agree” button or completing the registration process, you clearly agree and acknowledge that you have reviewed these terms of service, given consent and accepted this agreement. References in these Terms to “we” or “us” or “app” or“web” or “site” “company” are references to SOCIAL MEDIA 2.0 app/web and “you” as user (as defined above) of SOCIAL MEDIA 2.0 app/web and its integrated systems/services.
User Agreement
This User Agreement contains rules and regulations, policies and terms and conditions and agreement applicable to any person who may access or use SOCIAL MEDIA 2.0, including any sub domains, WebPages or extension of SOCIAL MEDIA 2.0 and you hereby agree and acknowledge to be bound by the terms of this User Agreement.
The use of SOCIAL MEDIA 2.0 and the services provided are subject to the rules and regulations, policies, notices, terms and conditions set forth in this User Agreement.
Amendment: The Company reserves the right to change this App/web and/or alter the terms and conditions of this User Agreement as well other policies at any time and retains the right to deny access to anyone who the Company believes has violated the provisions of this User Agreement. You are advised that any amendment to the User Agreement or rules and policies incorporated herein by reference will only be notified on the App/web on publicly accessible links and you agree by accessing, browsing or using this app/web that this constitutes sufficient notice for all purposes against you. The revised version/ terms shall be effective from the time that the Company posts the same on the App/web. [In the event, that the User Agreement includes a substantial change, the Company will provide prior notice of such substantial change by posting the same on the App/web and also at the email address provided by the User to the Company. For the purposes of this User Agreement, ‘substantial change’ means a change to the terms of this User Agreement that reduces your rights or increases your responsibilities.]
By impliedly or expressly accepting this User Agreement, You also accept and agree to be bound by SOCIAL MEDIA 2.0 Rules and Policies as provided from time to time.
Eligibility
This App/web may only be used or accessed by such persons who can form legally binding contracts under Indian Contract Act, 1872. Persons who are ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872
including minors, persons of unsound mind, and insolvents are not eligible to use the App/web. A minor is not allowed to access or register as a user on the App/web. In case of registration by an entity, by accepting the User Agreement you represent that such an entity has sufficient authority under applicable law to enter into the User Agreement to accept this User Agreement.
Authorized Representative
You clearly agree and acknowledge to inform us complete details of your authorized representative. In case you have authorized some third party agency to take care of your SOCIAL MEDIA 2.0 then you clearly agree and acknowledge to provide us complete details of such agency in the manner and format as specified from time to time by us. Further, Client clearly agrees and acknowledges that in case Authorized Representative leaves the Client organization then automatically director/partner/proprietor of the Client shall be considered as Authorized Representative for this Agreement and he/she shall be responsible for execution and compliance of all rights and responsibilities under this Agreement.
Registration and Communication
Registration:
You may register on our app/web to create your social media 2.0 sub domain. By completing registration, you hereby clearly agree, acknowledge and grant us to access your personal information available on your different social media accounts including but not limited to Facebook, Twitter and Instagram. Such information may include but not limited to your Pictures, Posts, Blog Contents,Videos, Ratings and Reviewspublicly available in your accounts.
You are solely responsible for maintaining secrecy and confidentiality of your login credentials. You hereby acknowledge and accept that the app/web will grant access to any person who has obtained your login credentials in the same manner as it would have granted access to you and you are responsible for all activities conducted under your account. The Company, its employees or associates shall never be responsible in any manner for any kind of losses whatsoever occurring from such breach of security.
You shall not use this App/web for any other purpose including for subscription other than as mentioned above or products that are not allowed under applicable law in any manner.
You agree to provide true, accurate and complete information while registering or for any other purpose when prompted to do so on the App/web. You are prohibited from misrepresenting your identity and agree not to represent yourself as another User or login/register using the identity of any other person. You are responsible to maintain and promptly update the information provided while registering or for any other purpose on the App/web to ensure that the information provided by you is true, accurate, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete or the Company has reasonable grounds to deduce that such information is untrue, inaccurate, not current or incomplete, or not in accordance with this User Agreement, the Company reserves the right to indefinitely suspend or terminate or block your use or access to the App/web in any manner whatsoever.
Electronic Communication: You agree and acknowledge to keep yourself updated with all data, information and communication pertaining to you including but not limited to correspondence email id, Facebook url, Twitter url and Instagram url made available on the App/web by the Company. You further agree that your use of the App/web or provision of any data or information including any correspondence (by email or otherwise) to or by the Company is through electronic records and you give consent to receive communication from the Company via electronic records which will be deemed adequate service of notice/ electronic record.
License:
Subject to the terms and conditions of this agreement, we grant to you a non-exclusive, non-transferable license to use SOCIAL MEDIA 2.0. You shall use the Licensed Program of SOCIAL MEDIA 2.0 for your own use only. You shall not, however, transfer or sublicense the same to any third party, in whole or in part, in any form, whether modified or unmodified.
Technical requirements
User may only register with SOCIAL MEDIA 2.0 if you have the necessary technical requirements at your disposal. Technical requirements shall be your properly hosted functional website including inbox facilities for emails and chat facility. Also, you shall have PC/Tablet and broadband internet connection or android or iOS smart phone having at least 3G internet connection. Also, user account on Platforms like Facebook, Twitter and Instagram must remain live all the time. In case any of aforesaid user accounts is suspended then we shall not be able to provide our services. User therefore clearly agrees and acknowledges that the availability and the proper functioning of technical requirements are the sole responsibility of the User.
The Social Media URL may get ready in the stipulated time frame but you clearly agree and acknowledge that you need to have access to your control panel for your domain name and basic skills to create a sub-domain as well host its pointers to our server. Any delays in this process shall not be calculated in our delivery time. Accordingly you clearly agree and acknowledge that subscription charges begin at the time of registration and not at the time of hosting of social media url.
The instructions “How to use” SOCIAL MEDIA 2.0 will be available on the homepage of the app/web. All users are to ensure that they read and adhere to these instructions for accessing SOCIAL MEDIA 2.0. The user agrees that SOCIAL MEDIA 2.0 shall not be held responsible in event of any occurrence due to the non-adherence of these instructions which prevents the user from using the app/web as designed or due to any reasons over which SOCIAL MEDIA 2.0 have no control.
You also give permission to the Company to store details and records of your usage of the App/web indefinitely. However, this does not constitute any obligation on the part of the Company or the App/web to do so.
Payment Policy
Currently, accessing/browsing social media 2.0 is free for end users who don’t want to create sub domain on our platform. However, we reserve the right to amend this subscription policy and charge for the services rendered. In case if we amend our subscription policy and charge for the service rendered, End Users will be intimated of the same, and it will be up to them to decide whether or not they will continue with the services offered by us. Such changes are effective as soon as they are posted on the Site.
Users who want to subscribe/register for creating social media 2.0 sub domain are responsible for paying all charges/ fees (As per Annexure-A Plan & Fees) associated with the use of the App/web and shall be liable to pay any and all applicable taxes, charges, cesses etc. The Company reserves the right to issue a warning or temporarily/ indefinitely suspend or terminate your subscription with the App/web and disallow access to the App/web.
The Company reserves the right to introduce new services or modify/upgrade the existing services provided on the App/web. Additionally, the Company at its sole discretion may introduce new subscription charges for the new or modified/upgraded services provided. Changes to the User Agreement or any of the rules and policies of the Company shall be posted on the App/web and such changes shall automatically become effective immediately after they are posted on the App/web.
Payments must be made using any of the payment software of various payment gateway service providers in accordance with the terms and conditions / privacy policy of payment gateway. We facilitate payment processing through PCI/DSS compliant debit card/credit card/net banking/mobile banking/ mobile wallet/gift cards/PayPal payment gateway. The user clearly agrees and acknowledges that company shall not be held responsible in event of any delays, errors and frauds in processing of payment by entities outside the control of company.
Company uses Payment systems as may be authorized by the Reserve Bank of India for collection, refund and remittance, as the case may be.
The Company neither makes any representations nor makes any warranties regarding the amount of time needed to complete processing, including delays in the online payment system and nor shall the Company be liable for any actual or consequential damages arising from any claim of delay or any payment process related errors or delays.
Services Activation and Delivery:
Activation e-mail/sms– After the registration and successful payment of subscription fees, the user will get an e-mail/sms for acknowledgement.
Services– User will start receiving all services according to the chosen subscription within maximum 120working hours of completion of all the due procedures and acknowledgment of activation email/sms. However, you clearly agree and acknowledge that company shall never be held responsible for any delays due to whatsoever reasons including but not limited to time taken by Google Play Store or IOS store to approve and publish mobile app. App/web access is not possible during maintenance periods. Users may be informed about maintenance periods wherever possible.
The user agrees and acknowledges that company shall never be held responsible for any problems that may arise during the course of the subscription due to the internet malfunction/connectivity issues and when the app/web is closed for maintenance / updating with or without prior notice.
You agree and acknowledge that Indian Standard Time (IST) shall be applicable for this agreement. Also, we shall deliver Social Media URL during IST working hours only. Orders placed on Saturdays or on days before Indian National Holidays shall be delivered on the next Working Day.
Social Media URL Sub Domain Policy
You clearly authorize, agree and acknowledge us to set up/host your Social Media URL Sub Domain on our server. Further, you clearly agree and acknowledge that your Social Media URL sub domain shall not be hosted other than at the said sub domain. Further, hosting for said sub domain shall remain with us only considering our unique data migration services of data from your social media accounts to social media 2.0 sub domain. You clearly agree and acknowledge that we shall have all the rights to terminate services in case of any dispute relating to hosting of sub domain.
You clearly agree and acknowledge that timely renewal for the subscription of Social Media 2.0 shall be solely your responsibility. Also, you shall be solely responsible and shall take care of renewing your actual domain and related hosting services. You clearly agree and acknowledge that if you fail to renew your actual domain and related hosting services then automatically Social Media URL shall stop working for which you shall be solely responsible.
In case if you fail to renew your Social Media 2.0 account on time then link shall be suspended and data shall not be available on the published Social Media URL.
Further, hosting for said sub domain shall be free of cost for a reasonable storage limit. In case you exceed said limit then we shall intimate you for up-gradation of your account with higher storage limit which shall be on chargeable basis. Data Synchronization: Technical data synchronization process shall be carried out to take your personal information available on your different social media accounts to your Social Media URL sub domain. You clearly agree and acknowledge that we shall not be held responsible for unsynchronized data or delay in synchronization process due to any type of technical issues including but not limited to posts which can’t be downloaded from your social media accounts and posts which are restricted by your social media platform for downloading. You clearly agree and acknowledge that it shall be solely your responsibility to check whether all posts/contents are properly synchronized or not. We assure you reasonable support and information for such instances to help you in resynchronization process and therefore you clearly agree and acknowledge that in any case we shall not be liable to match number of posts on your different social media accounts with that of on your Social Media URL sub domain.Also, you clearly understand, agree and acknowledge that data once synchronized on your Social Media URL shall remain live on Social Media URL irrespective of the fact that whether it is live or blocked or suspended on your original social media platform.
Further, you clearly agree and acknowledge that we are an intermediary or aggregator between you and your customers. We have published our intermediary compliance policy as per Section 79 of I.T.Act, 2000 and its rules. Hence you clearly agree and acknowledge that any disputes between you and your customers relating to payments/services shall be solely your responsibility and shall be governed by your policy only.
User account and security
To register for the service, you 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 will protect your account 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 account. You must notify us immediately upon learning of any unauthorized use of your account or any other breach of security.
User Obligations
You agree and undertake not to host, display, upload, modify, publish, transmit, update or share any information or list any information or item that:
• belongs to another person and to which you do not have any right to;
• is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing harm minors in any way;
• infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items;
• violates any law for the time being in force;
• deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
• impersonate another person or use an anonymous proxy;
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
• shall not be false, inaccurate or misleading;
• shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in the dealing which is prohibited or
restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
• may give rise to liability on part of the App/web or the Company or cause any hindrance (in whole or in part)
In case of any violation of the above provisions, the Company has the right to immediately terminate the access or usage rights of the user to the App/web without any notice and any such violative information that is displayed or submitted on the App/web can be removed immediately and completely.
You shall be responsible for keeping backup versions of the information and data provided by you. You hereby agree that you will not expect the App/web to restore or keep back up of your information and data and not hold the App/web or the Company accountable for any loss of data in any circumstances.
You will also refrain from accessing information or databases in an unauthorized manner from the App/web or servers where information or databases are kept.
You shall not attempt to or circumvent or manipulate any of the obligations conferred on you by this User Agreement. If such attempt is discovered, it will constitute sufficient ground for termination of access to the App/web and also for taking appropriate legal actions.
If you choose to provide feedback on the App/web which is visible to other users, you shall exercise due care while making comments and not make any comments that are not factual in nature and shall not post defamatory or illegal or offensive/ obscene contents.
You undertake not to disclose or distribute any other User’s Information to a third party, or use the Information for any unauthorized purpose including for the purposes of marketing unless you have obtained the User’s express consent to do so.
You shall not place any advertisements on the App/web in any manner. Further, you shall not use the App/web to promote any other person’s business or interests on the App/web unless permitted by the Company in writing. Obligations under relevant sections of Indian Cyber Laws
You agree and acknowledge that
• You shall not use this App/web for any purpose that is unlawful and illegal.
• You shall not try to penetrate the app/web and will not implant any virus, Trojan, worm, spyware, malware, spam, spim, scareware, bots, logic bomb, time bomb, key-loggers and any other automated tool like DOS or DDOS attack tool (Denial of Service attack) which may lead to computer related offences on our app/web
• You shall not use this app/web for publishing or promoting or transmitting pornographic data or child pornographic details
• You shall not carry out any web jacking attacks on this app/web.
• You understand, agree and acknowledge that you may be held responsible for above criminal, fraudulent, dishonest and injurious activities under criminal offences’ sections 65, 66, ,66B,66C,66D,66E,66F,67,67A,67B,84B and 84C of Indian Information Technology Act,2000 including any amendments therein based on your IP address and other relevant details.
• You further agree and acknowledge that you may be held responsible under sections 43, and 45 of Indian Information Technology Act, 2000 including any amendments therein for compensating damages to company or any other affected party due to business losses such as financial losses, outage losses, opportunity losses, reputational losses and other overheads like repairing, fixing and maintenance in case of any cyber contravention on your part.
Privacy of Data
All details of SOCIAL MEDIA 2.0 will be stored securely on the web server. It is compulsory to refer and agree with our privacy policy and reasonable security practices & procedures.
Third Party Links
We may choose from time to time to provide links to various third-party app/webs from the App/web. This may include links to sites owned by our associated companies. These third-party links are provided for your convenience only and are accessed at your own risk. You agree that we have no responsibility or liability for any independent policies or actions of these third-party sites and are not responsible in any way for the privacy practices, customer service practices, content or availability of any such app/webs. You also agree and acknowledge that we shall not be responsible in any way for any damage or loss caused in relation to the content or services available through such app/webs.
Contents of Social Media 2.0
Information, reports, videos, blogs, newsletters and every other feature (Collectively known as “online contents of Social Media 2.0”) may be added to and removed from the Service without notice. The Information, reports, videos, blogs,
newsletters and other details included in the Service are provided for reference purposes only. They are not intended either as a substitute for professional advice or judgment or to provide legal or other advice with respect to particular circumstances. Every effort is made to keep online contents up to date but users should obtain independent verification or advice before relying on any piece of information in circumstances where loss or damage may result. The Service and online contents are provided on an ‘as is’ basis and we exclude to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
Reasonable care has been taken to ascertain the accuracy of all contents. SOCIAL MEDIA 2.0 unequivocally states that the contents provided in the app/web shall not be considered as the authority on that topic / subject. Should the user find that any content is inaccurate or does not agree with that derived by the User then the User may voluntarily undertake to inform SOCIAL MEDIA 2.0 about the same through all available means provided in the app/web of SOCIAL MEDIA 2.0 along with the justification / solution / reasoning for the correct content proposed by the user. The User undertakes and acknowledges that SOCIAL MEDIA 2.0 shall not be held responsible for any content(s) given that may be / have been proven wrong at a later stage, without recourse through a meaningful dialogue with SOCIAL MEDIA 2.0 and providing SOCIAL MEDIA 2.0 an opportunity, if required, to undertake corrective action in a mutually agreeable time frame. Publicity
Both the Parties agree that they shall use the name of each other in any of the promotion, marketing or announcement or press release without the prior consent of the other Party. Further, you clearly authorize, agree and acknowledge us to place footer text with Monogram and CompuBrain signs and signature on your Social Media URL.
SEO Results Variation
You clearly agree and acknowledge that we do not warrant that the functions contained in Social Media 2.0 will meet your requirements or that the operation of the web/app will be uninterrupted or error-free. Further, you agree and acknowledge that we do not warrant specific positions, traffic or conversions, search engine rankings and related aspects on the grounds of uncontrollable search algorithm changes of search engine companies. The entire risk as to the quality and performance is with you. In no event we will be liable to you 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 web/app, even if we have been advised of the possibility of such damages.
Indemnity
You shall fully indemnify and hold harmless the Company and the Company’s parent, subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys’ fees, made by any third party or penalty imposed due to or arising out of your breach of the User Agreement including the rules and policies incorporated herein by reference, or your violation of any other User Agreement, law, rules or regulations or the rights of a third party.
Intellectual Property Rights (IPR)
All intellectual property rights and other rights in your online contents of social media 2.0 sub-domain (in both machine readable and printed form) belong to appropriate subscriber/registered user who has agreed to upload/store the said contents in its account of app/web. Users shall not obscure or remove any copyright notices that appear on online contents published on app/web. However, we may use your online contents for our data analytics purposes as per our privacy policy.
The graphics, software, display formats (excluding online contents defined above), design, placement, layout, fonts, style, Interface/UI/UX (User Interface/User Experience), compilation, digital conversion, migration process of data from your social media account to social media 2.0 sub domain, flow and every other matters related to the app/web are owned by the company and protected under applicable Indian and international copyright, trademark and other proprietary (including but not limited to intellectual property) rights. “SOCIAL MEDIA 2.0” and other marks are either trademarks or registered trademarks of Digital Mining Pvt. Ltd. having its registered office at 8, Anjali Society, Near Sardar Patel High School, Maninagar, Ahmedabad-380008, Gujarat, India.
We have started using SOCIAL MEDIA 2.0 trademark on 29.11.2016 and we have uploaded SOCIAL MEDIA 2.0 materials on our server on 01.10.2016. You hereby agree and acknowledge that aforesaid dates shall be considered as documentary evidences for proving our first ownership for all IPR relating to SOCIAL MEDIA 2.0. You hereby agree and acknowledge that aforesaid dates shall be considered as documentary evidences for proving our first ownership for all IPR relating SOCIAL MEDIA 2.0.
You shall not make any changes in the design, placement, layout, fonts, style, Interface/UI/UX (User Interface/User Experience), compilation, digital conversion, migration process of data from your social media account to social media 2.0 sub domain, flow and every other related matters. Further, you shall not have any rights to compel/force us to make
any changes in aforesaid matters. The company whenever deems right shall have the authority to change design, placement, layout, fonts, style, Interface/UI/UX (User Interface/User Experience), compilation, digital conversion, migration process of data from your social media accounts to social media 2.0 sub domain, flow and every other related matters which shall be applicable to all Social Media 2.0 users. An intimation of the modification in design may be made via email on the given correspondence email id.
You agree and acknowledge that IPR shall include but not limited to following list of modules and sub-modules of SOCIAL MEDIA 2.0 app/web.
• Process for Consolidation of Data and structuring the data on the Social Media URL
• Introduce
• Advantages
• Who needs Social Media 2.0
• Pricing
• Blog
• Support
• FAQs
Every effort has been made to ensure the originality and authenticity of every matter on SOCIAL MEDIA 2.0. Similarities with any other matter on similar subjects / topics available in any form elsewhere are purely coincidental. The user unequivocally agrees to ensure that in event of claiming a copyright violation the user will undertake to first inform us through all available means provided in the app/web of SOCIAL MEDIA 2.0 about the nature of copyright violation and suspected user who is prima facie responsible for said copyright violations as well undertakes not to proceed with legal / judicial action without recourse through a meaningful dialogue with us and providing us an opportunity to undertake corrective action, if required, in a mutually agreeable time frame. Further, we have published our intermediary compliance policy as per Section 79 of I.T.Act, 2000 and its rules. Therefore, you agree and acknowledge to adhere to grievance related procedure as described in the said intermediary compliance policy.
Other products/services, names of companies and brand names displayed on the app/web may be the trademarks or copyrights of their respective owners.
Restrictions:
Users shall not:
• Append codes for third party advertisement including but not limited to google adsense;
• re-sell the Service or any part of the contents to others;
• make the Service or any contents available to Unauthorized Persons on any network;
• abstract, download, store, reproduce, transmit, display, copy, distribute or use app/web other than as permitted;
• decompile, disassemble or reverse engineer software programs, databases or other systems used by us to provide the Service;
• use the Service for any illegal purpose nor send or post or allow any posting of information which is defamatory or obscene or which violates the legal rights of others, nor use the Service to send any unsolicited promotional or advertising material, or any volume messages which may interfere with the provision of the Service or the enjoyment of the Service by other users
Termination of services
Initial term of this Agreement shall be as per the Start Date and End Date stated in the activation email/sms.User may renew this agreement for a new term after the completion of previous term.
If, at any time, we have reasonable grounds to believe that the user is not using the app/web in accordance with this Agreement including, without limitation, by permitting or acquiescing to the use of the Data by persons other than the users identified in the subscription, we may suspend the provision of the Service to the User. You agree and acknowledge that we shall have no obligation to reinstate the Service until disputed issue(s) has been agreed between the parties. You further agree and acknowledge that we shall have no liability for any loss, damage or inconvenience caused to you by such a suspension of the Service. Once the suspension has been lifted, and provided that the issues surrounding the suspension have been resolved, the user will be entitled to receive and missing data (if any) accumulated during the suspension period. Also, you agree and acknowledge that any restrictions on access rights due to default on your part shall never be termed as denial of service (DoS) contravention.
On termination of this agreement for any reason:
• All licenses granted under this agreement shall immediately terminate;
• Both the parties clearly agree and acknowledge that social media url shall be removed immediately along with all
synchronized data;
• You clearly agree and acknowledge that there shall not be any back up facility for synchronized data; and
• The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
Limited liability clause
You agree and acknowledge that in no event shall the Company or its directors, managers, staff members, service partners, affiliates and service providers be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising (in any manner whatsoever, including but not limited to negligence) out of or in connection with the App/web, the Pay Facility, or any other services under this Agreement. Further, you clearly agree and acknowledge that the Company’s liability in any circumstance is limited to the amount of charges/ fees, if any, paid by you to the Company. Here, it is clarified that any disputes between you and your customers relating to payments/services shall be governed by your policy only. You agree and acknowledge that company being an intermediary for creating your social media 2.0 sub domain shall never be held responsible for such disputes. The Company, its associates, affiliates and service providers and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the App/web or that the operation of the App/web or Pay Facility will be error free and/or uninterrupted. Consequently, the Company being only an intermediary assumes no liability whatsoever for any monetary damages, mental agony, bodily injury, death, accidents or other damages suffered on account of any delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the App/web or Pay Facility.
Breach
Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit including but not limited to limit your activity, immediately remove your information, warn other Users of your actions, forthwith temporarily/indefinitely suspend or terminate or block your subscription, and/or refuse to provide you with access to the App/web or initiate any legal action it may deem fit, particularly in the event:
• You breach any of the provisions of this User Agreement including any of the rules and policies, documents, terms and conditions made there under which are incorporated therein by reference;
• Failure of verification or authentication of any information provided by you;
No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against the User.
Any User that may have been suspended or blocked may not register or attempt to register with the App/web or use the App/web in any manner whatsoever until such time that such User is reinstated by the Company. Notwithstanding the above, if you breach the User Agreement or the rules and policies and other documents incorporated therein by reference, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against you.
Grievance Redressal Process
In case of any grievance, objection or complaint on your part with respect to the App/web, other Users or the Company, including any complaints or enquiry about suspension, termination or blocking of your subscription or right to use the App/web, you should promptly raise such grievance or complaint with the designated Grievance Officer at grievance@compubrain.in and provide him with all necessary information and/or documents to enable the Company/ Grievance Officer to resolve the issue. The name and contact details of the Grievance Officer is published on the App/web as required under the provisions of the Information Technology Act, 2000 and the rules made there under. Consent
The contracting parties of this agreement give their consent which is not only free but also legal and voluntarily in nature, for the purposes of entering into this contract in terms of this Agreement and related policies.
Actions in Good Faith
Under this agreement, the actions of both the parties shall be deemed as actions in good faith (bona fide) unless there is evidence to the contrary.
Language
1. All notices given under this agreement shall be in English.
2. If there is any inconsistency between any document and any version of the same document, the English version shall be deemed as effective and authoritative.
Appropriation of Payments
Unless otherwise agreed and specified in writing, both the parties agreed to the principle of Appropriation of Payments. In this context, the principle of Appropriation of the payment shall mean that: In the case of default on payment on more than two occasions, the subsequent payment shall be regarded as payment towards the fulfillment of the first debt. Injunction
You clearly agree that breach of this agreement might cause us irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to compensation and any other remedy, we shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage.
Non-Poaching
Both the parties agree and acknowledge that while this Agreement is in force and for a period of Twenty Four (24) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other’s officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other’s prior consent. Both the parties clearly understand and agree that Twenty Four (24) months period is reasonable after considering training and grooming time as well as investments made on human resources by the parties.
Confidentiality
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. You categorically and specifically agree and acknowledge that all information, communication and every other material of Social Media 2.0 shall be kept completely confidential.
General
None of the provisions of this User Agreement shall be deemed to constitute a partnership or agency between you and the Company and you shall have no authority to bind the Company in any manner whatsoever.
Except as explicitly stated otherwise, any notices directed to the Company shall be given by email to grievance@compubrain.in and any notices to you by the Company shall be provided to the email address provided by you during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by registered mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
If any clause of this User Agreement or the application thereof to any User or circumstance shall be deemed invalid, void or for any reason unenforceable to any extent, the remainder of this User Agreement and the application of such unenforceable provision to Users or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this User Agreement shall be valid and enforceable to the fullest extent permitted by law.
This User Agreement together with the rules and policies incorporated herein by reference constitutes the entire understanding and agreement between you and the Company with respect to the subject matter herein.
The Company at its sole discretion shall be entitled to assign or transfer its rights and obligations under this User Agreement hereunder to any other person without your prior consent provided that the Company assigns this User Agreement on the same terms or such terms that are no less favorable to you.
All remedies of the Company under this User Agreement whether provided herein or conferred by statute, civil law, and custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently.
Arbitration
If any dispute arises between you and the Company during your use of the App/web or any service incidental to the App/web or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the User Agreement or the rules, policies and documents incorporated therein by reference, the dispute shall be referred to a sole arbitrator who shall be an independent and neutral third party identified by the Company whose decision shall be final. The place of arbitration shall be Ahmedabad, Gujarat, India. The Indian Arbitration & Conciliation Act, 1996 (including any amendments therein), shall govern the arbitration proceedings without any conflict of laws. The arbitration proceedings shall be in the English language.
Governing Laws
This User Agreement and all rules, policies and documents incorporated by reference shall be governed and construed in accordance with the laws of India and the Courts in Ahmedabad, Gujarat, India shall have exclusive jurisdiction without any conflict of laws. However, in case of any damages due to cyber contraventions, Jurisdiction of Office of
Hon’ble Adjudicating officer, Gandhinagar, State of Gujarat (India) under I.T.Act, 2000 shall be made applicable.
This document is an electronic record in terms of Indian Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical signatures.
Assignment
This Agreement may not be assigned or sublet by the user without the prior consent of Company.
Taxes
You agree and acknowledge that we shall never be held responsible for any tax liabilities for your transactions. Further, for avoidance of doubt and notwithstanding anything to the contrary herein, You will indemnify, reimburse and hold us harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority to the extent such taxes or fees are assessed on us which is your primary legal obligation.
Entire Agreement
This Agreement including the current or any renewal Schedule is the complete and exclusive statement of the agreement between the parties hereto and supersedes all prior agreements and communications between the parties concerning the subject matter hereof. The user acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. No variation of this Agreement shall be effective unless in writing signed by the parties and expressed to be such a variation.
Waiver
No failure or delay by us in exercising any remedy, right or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of any other right, power or privilege.
Heading
The Clause headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
Force majeure
We shall be under no liability for any failure, delay or omission by it in the performance of its obligations under this Agreement if such failure delay or omission arises from any cause beyond our control, including, but not limited to acts of god, acts or regulations of any governmental or supra-national authority, war or national emergency, fire, civil disobedience, strikes, lock-outs, technical black-outs and industrial disputes.
Survival
Unless and to the extent otherwise specified herein, all terms of this Agreement which by their nature extend beyond its termination including but not limited to privacy, payment, IPR, indemnity, restrictions, limited liability, arbitration, taxes and others will remain in effect until fulfilled and apply to respective successors and assigns.
Contract Interpretations
In this agreement unless otherwise specified:
• Reference to a Subsidiary or Holding Company is to be interpreted in accordance with the Indian Companies Act;
• Reference to a party is reference to a party of this agreement and this includes the party’s permitted assignees and/or the respective successors in title to the whole undertaking;
• Reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking regardless of it having a legal representative or not and notwithstanding of the law under which it exists;
• Reference to any statute or statutory instrument or any of its provisions shall be interpreted as a statute or statutory instrument or provisions that is re-enacted or amended from time-to-time;
• All words/terms denoting the singular shall include the plural and vice varsa;
• All words/terms denoting any gender shall include all genders;
• All references to the clauses and Schedules shall be interpreted as reference to clauses or Schedules of this agreement.
Annexure-A Subscription charges & Refund Policy (Subject to change with Notification)
Payment & Payment Terms
Payment for Companies registered in Indian subcontinent:
• Social Media 2.0 charges : INR equivalent to USD 999
• GST @18% of A (SGST (9%) + CGST (9%) or IGST (18%))
Total: A + B
To be paid in advance for a contract of 1 year using PCI/DSS compliant debit card/credit card/net banking/mobile banking/ mobile wallet/gift cards/UPI
Payment for Companies registered outside of Indian subcontinent:
• Social Media 2.0 charges : USD 999
Total: USD 999
To be paid in advance for a contract of 1 year using Paypal as a payment intermediator
Refund Policy
You agree and acknowledge that you believe in our success story and take our services with confidence. You agree and acknowledge before selecting services and making payment, you have evaluated social media 2.0 completely as per your requirements. Also, you agree and acknowledge that there is a lot of work involved to achieve every milestone while offering services to you. Therefore, you clearly agree and acknowledge that if you elect to cancel your subscription after payment then you shall not be entitled for any refund. Further, considering the same reasons, you agree and acknowledge that you shall not raise any dispute with payment repository including but not limited to PayPal, CCAvenue and others for refunding the payment. In case if you raise any such disputes then you agree, acknowledge and allow us to instruct payment repository to credit payment in our account as per this clause.
Privacy Policy
This legal document is an electronic record in terms of Information Technology Act, 2000, and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This legal document is published in accordance with the provisions of Rule 4 of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 of Information Technology Act, 2000 amended through Information Technology Amendment Act, 2008 that requires publishing the privacy policy for access or usage of www.compubrain.com/social, its mobile app and other integrated systems/services (“SOCIAL MEDIA 2.0”)
This privacy policy applies to all users of SOCIAL MEDIA 2.0.
By using SOCIAL MEDIA 2.0, clicking the “I accept/I agree” button or completing the registration process, you clearly agree and acknowledge that you have reviewed this privacy policy, given your consent and accepted this agreement. References in these Terms to “we” or “us” or “web” or “site” or “app” or “company” are references to SOCIAL MEDIA 2.0 and “you” as user of SOCIAL MEDIA 2.0.
PRIVACY PREAMBLE
While providing aforesaid online services, the issue of online privacy is extremely crucial for SOCIAL MEDIA 2.0 which is committed to safeguarding the information provided by its users. SOCIAL MEDIA 2.0 is dedicated to create a reasonably secured environment for its users.
Respecting privacy of its online users while providing top-of-the-line services have remained the core strategies for SOCIAL MEDIA 2.0. Our Privacy Policy gives users a view of the Privacy Practices followed by SOCIAL MEDIA 2.0 and assures them of safe passage.
At SOCIAL MEDIA 2.0 data protection is a matter of trust and your privacy is very important to us. We use your personal information only in the manner set out in this Privacy Policy. Please read this privacy policy to learn more about our information gathering and dissemination practices.
The privacy practices of this statement apply to our services available under the domain and sub-domains of SOCIAL MEDIA 2.0 and apply generally to our parent, affiliates, subsidiaries or joint venture websites/apps/integrated systems. By visiting the App/Site/integrated systems you agree to be bound by the terms and conditions of this Privacy Policy. This Privacy Policy explains how SOCIAL MEDIA 2.0 gathers personal information, classified as mandatory or optional as part of the normal operation of our services; and uses, discloses and protects such information through the App/Site/integrated system. This detailed privacy policy enables you to take informed decisions in your dealings with us. Our parent, subsidiaries and joint ventures operate under similar privacy practices subject to the requirements of applicable law.
By registering with SOCIAL MEDIA 2.0, you acknowledge your acceptance of the terms of this Privacy Policy, expressly consent to our use and disclosure of your personal information in accordance with this Privacy Policy and that any
personal information provided by you through SOCIAL MEDIA 2.0 is provided under a lawful contract. This Privacy Policy is incorporated into and subject to the terms of the User Agreement. Note: Our privacy policy is subject to change at any time without notice. To make sure you are aware of any changes, please review this policy periodically.
At the same time, SOCIAL MEDIA 2.0 would like to make it clear that its app/web may provide links to other websites/apps that are governed by their own respective Privacy Policies and SOCIAL MEDIA 2.0 does not take responsibility for the privacy/security provided by those sites/apps. Visitors to the SOCIAL MEDIA 2.0 are urged to familiarize themselves with its Privacy Policy as well as the policies of the third party sites/apps that collect personally identifiable information.
When you provide us with your personal data, you are clearly agreeing to the rules and regulations stipulated under our Privacy Policy and are bound by it. If you do not agree to our Policy then please do not use SOCIAL MEDIA 2.0. PRIVACY ASSURANCE
We promise that we will not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We shall not distribute your information like inquiries, chat, contact details to any third parties. From time to time we may reveal general statistical information about your App/Site and visitors, such as number of visitors, number and type of Offers/Promotions etc. Your trust and confidence are our highest priority.
THE PRIVACY POLICY SHALL BE GOVERNED IN FOLLOWING AREAS:
1. Online processes & type of information collected through SOCIAL MEDIA 2.0
2. Use and Disclosure of personal information
3. Choice or Opt out
4. Reasonable Security Practices & Procedures
5. Access or change your personally identifiable information
6. Grievance Redressal
7. Children’s Privacy
1. Online Processes & type of information collected during registration
Online Processes
User registering at the SOCIAL MEDIA 2.0 may go through following processes:
– User registration
– User access to its online materials (upload/download/use)
– User access to its own account details
– User access to its own payment method
– User access to offers
Personal Information
Users registering at the SOCIAL MEDIA 2.0 are requested to provide some personally identifiable information (given in below clauses) which can be shared, disclosed or distributed to third parties only in accordance with this Privacy Policy. 2. Use and Disclosure of personal information
SOCIAL MEDIA 2.0 will not sell or rent or publish such personally identifiable information collected. When you use our SOCIAL MEDIA 2.0, we collect and store your personal information. We gather your personal information in order to record, support and facilitate your participation in the activities you select, track your preferences, to provide you with a customized App/Site experience, to notify you of any updated information and new activities and other related functions offered by SOCIAL MEDIA 2.0, keep you informed about latest content available on the App/Site, special offers, and other products and services of SOCIAL MEDIA 2.0, to assist you with customer service or technical support issues, to follow up with you after your visit, to otherwise support your relationship with SOCIAL MEDIA 2.0 or to prevent fraud and unlawful use. For the aforesaid purpose, we only collect such personal information that we consider relevant to understand you or your interests. In general, you can visit the App/Site without having to provide your personal information during which time you remain anonymous and at no time can we identify you unless you have an account on the App/Site and log on with your user credentials including but not limited to user name, password and other credentials. Once you provide your personal information, you are no more anonymous to us.
The personally identifiable information is supplied voluntarily for some of the following purposes:
Registration of Data & Other Optional Information: You will be asked to register on registration link. During registration you will be requested to complete a registration form setting out basic online contact information about yourself and your company. Such sensitive personal information shall include but not limited to following:
• Logo/representative image in png format
• Correspondence email ID
• Website Link
• Facebook Link
• Twitter Link
• Instagram Link
• Social Media URL
• Contact Number
• Google Map Link
• Enquiry Form Recipient ID • Agency ID
• Company Name
• Registration Email ID
• Phone Number
• Billing Country
• Billing Address
• Zip Code
• Notes
Further the fields are marked as mandatory or optional. You always have the option to not provide information by choosing not to use a particular service or feature on the SOCIAL MEDIA 2.0.
E-mail information: You agree and acknowledge that when we receive e-mails from you, we may retain the content of any e-mail messages sent to us, as well as details of your e-mail address. You further agree and acknowledge that SOCIAL MEDIA 2.0 shall use your email id and mobile number information for sending promotional messages from time to time.
If you send us personal correspondence, such as letters, or if other users or third parties send us correspondence about your activities or postings on the App/Site, we may collect such information into a file specific to you.
Data for building your SOCIAL MEDIA 2.0 domain:
You hereby clearly agree, acknowledge and grant us to access your personal information available on your different social media accounts including but not limited to Facebook, Twitter and Instagram. Such information may include but not limited to your Pictures, Posts, Blog Contents, Videos, Rating and Reviews publicly available in your accounts.
Data for analytics:
We collect small amounts of information/data contained in your browser for data analytics. Data analytics helps us track your navigation so that we can tailor our offerings to your specific needs. The kind of information that may be stored on our data analytics includes registration data so that a user does not need to re-enter the information every time he/she visits a particular area, user IP address/, user ISP details, user browser, URL that you just came from (whether this URL is on our App/site or not), which IP address/URL you next go to (whether this IP address/URL is on our App./site or not), devices OS details, Current Latitude, Current Longitude, Device Token, Device Type, App Version, Date registered on, Last Logged in, Logged in Latitude, Logged in Longitude, Active, Suspend Reason, Other Reason and Last updated on. You allow us, agree and acknowledge for aforesaid data gathering and analytics so as to get personalized offerings to your specific needs.
We use data collection devices such as “cookies” on certain pages to help analyze our web/App page flow, measure promotional effectiveness, and promote trust and safety.
If you choose to post messages on our message boards, chat rooms or other message areas or leave feedback for other users, we retain this information as necessary to resolve disputes, provide customer support and troubleshoot problems as permitted by law.
Third party Apps/sites which may be accessible from SOCIAL MEDIA 2.0 via links, click-through or banner advertising may use Cookies. However, it is important for us to inform you that we shall have no access or control over such Cookies and therefore you clearly agree and acknowledge that we shall not be held responsible for privacy issues relating to third parties.
Our use of your information
We use your personal information to facilitate the services you request. We do not sell, rent, trade or exchange any personally-identifying information of our Users. We may provide your collected information to our affiliates and service providers under contract (such as customer care, data analytics) to support the operation of the App/Website and our services. To the extent we use your personal information to market to you, we will provide you the ability to opt-out of
such uses. We use your personal information to: resolve disputes; troubleshoot problems; help promote safe trading; collect fees owned; measure consumer interest in the services provided by us, inform you about online and offline offers, products, services, and updates; customize your experience; detect and protect us against error, fraud and other criminal activities; enforce our User Agreement, and in general to improve the user experience and make it comparable to other social media websites; and as otherwise described to you at the time of collection. In our efforts to continually improve our product and service offerings, we collect and analyze demographics, profile and usage data about our users’ activity on our Site/App.
We use your personal information to improve our platform, improve the App/Site’s content and product offerings, prevent or detect fraud or abuses of our website/app and tailor it to meet your needs, so as to provide you with a smooth, efficient, safe and customized experience while using the Site.
We may also use your personal information to display contents and services that are targeted to your interests. By accepting the User Agreement and Privacy Policy, you expressly agree to receive this information. If you do not wish to receive these communications, we encourage you to opt out of the receipt of certain communications in your profile under My Account or by clicking unsubscribe in any email communication. You may make changes to your profile at any time.
Our Disclosure of your information
Your personal information is an important part of our business and we are not in the business of selling it to others. SOCIAL MEDIA 2.0 shares your personal information only to categories of persons that are either subject to this Privacy Policy or follow practices at least as protective as those described in this Privacy Policy as more particularly described below:
Advertisements
SOCIAL MEDIA 2.0 may also use personally identifiable information in an aggregated form and disclose to advertisers and other third parties for other marketing and promotional purposes.
Internal Service Providers
We may employ third parties services to facilitate or outsource one or more aspects of the business, product and service operations that we provide to you on the App/Site (e.g., search technology, discussion boards, bill collection, affiliate and rewards programs, co-branded credit cards) and therefore we may provide some of your personal information to these internal service providers. These internal service providers are subject to confidentiality agreements with us and other legal restrictions that prohibit their use of your personal information for any other purpose except to facilitate the specific outsourced service. In the event of your direct involvement with the internal service provider, any additional information disclosed by you to them shall be subject to internal service provider’s own applicable privacy policy and you agree and acknowledge that SOCIAL MEDIA 2.0 shall not be responsible for the same.
Other Corporate Entities
We share much of our data, including personal information about you, with our parent, affiliates, subsidiaries, and joint ventures that are committed to serving your online trading needs and related services, throughout the world. To the extent that these entities have access to your personal information, they remain bound by the existing Privacy Policy. As we continue to develop our business, subsidiaries or business units. In such transactions, customer’s personal information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Policy.
Legal Requests
We cooperate with law enforcement and regulatory inquiries, as well as other third parties to enforce laws, such as: intellectual property rights, fraud and other rights, to help protect you and the community from bad actors. Therefore, in response to a verified request by law enforcement or other government officials relating to a criminal investigation or alleged illegal activity, we may (and you authorize us to) disclose some of your personal information as is reasonably necessary to respond to subpoenas, court orders, or other legal process. We may disclose personal information to law enforcement offices, third party rights owners, or others in the good faith belief that such disclosure is reasonably necessary to enforce our Terms or Privacy Policy; respond to claims that an advertisement, posting or other content violates the rights of a third party; or protect the rights, property or personal safety of our users or the general public.
3. Choice/Opt outs
SOCIAL MEDIA 2.0 gives you the choice regarding the collection and usage of your personally identifiable information. During registration/enrollment, we request for contact information in order to send bulletins and for advertising purposes. You may therefore choose to opt out of providing such information.
Further, once you are registered at the SOCIAL MEDIA 2.0 app, you will have the option at any stage to inform us that
you no longer wish to receive future e-mails and you may “unsubscribe” by contacting on unsubscribe link on our app/web. Further, as per Rule 5(7) of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 of Information Technology Act, 2000 amended through Information Technology Amendment Act, 2008, you have an option to withdraw your consent for use of your sensitive personal data given earlier to us. Such withdrawal of consent shall be sent via email to grievance@compubrain.in
4. Reasonable Security Practices As per I.T. Act, 2000 and its Rules
We have implemented reasonable security practices as per Rule 8 of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 of Information Technology Act, 2000 amended through Information Technology Amendment Act, 2008.
Access to your personal account online is password protected. We will not release your account password to any person. In the event that you forget your password, you may generate an on-line request for your password to be sent to your registered e-mail address used during your registration or reset the password using a link sent on your registered mail address.
SOCIAL MEDIA 2.0 has implemented reasonably stringent, internationally acceptable standards of technology, managerial security, technical security, operational security and physical security in order to protect personally identifiable information from loss, misuse, disclosure, alteration or destruction. The data resides behind a firewall, with access restricted to authorized personnel of SOCIAL MEDIA 2.0.
SOCIAL MEDIA 2.0 has implemented “Reasonable Security Practices& Procedures” as required by the Information Technology Act, 2000 rules including any amendment in the said Act and its rules. By complying with such provisions, SOCIAL MEDIA 2.0 assures you reasonable care and control over its I.T. and Security operations under sections 43, 43A, 45, 66, 72A & 85 of I.T.Act, 2000 and I.T.A.A, 2008 including related rules and therefore you agree and acknowledge that SOCIAL MEDIA 2.0 shall not be held responsible for any activity in your account which results from your failure to keep your own password/mobile secured.
Further, if visitors/hackers spam your inbox using enquiry form/contact form bombing then we shall not to be held responsible for said problems.
By using this web/app you agree that SOCIAL MEDIA 2.0 shall not be held responsible for any uncontrollable security attacks including but not limited to SSL Failures and in such cases you agree that SOCIAL MEDIA 2.0 shall not be held responsible for any type of privacy and security breach related damages, financial losses, loss of opportunity, legal cost, business losses, reputation loss, direct and indirect losses that may occur to you as per the Provisions of Section 43, 43A and 45 of Information Technology Act, 2000 including any amendments in the said Act and any other laws of India for the time being in force.
You further agree that SOCIAL MEDIA 2.0’s management shall not be held responsible directly or indirectly for any cybercrimes related criminal liabilities under I.T.Act, 2000 relating to your information as you have agreed and acknowledged that management of SOCIAL MEDIA 2.0 complies with due diligence (reasonable care & controls) requirements of I.T.Act,2000 including its rules and amendments.
Our reasonable security practices & procedures include but not limited to following:
• SSL (Secured Socket Layer) certificate using __ bit encryption protection.
• Fire Wall
• Parallel Back up
• 6 Version Back ups
• Password Protection (MD 5)
• Web Security Modules
• PHP CMS Security
• Cyber Crime, Cyber Law & Reasonable Security Practices Awareness program for SOCIAL MEDIA 2.0 team to have managerial and operational security practices.
Further, you also agree and acknowledge that SOCIAL MEDIA 2.0 management shall never be held responsible regarding privacy of your sensitive personal data in case of sharing your sensitive personal data to any authorized cyber investigation agency of appropriate government authorities under sections 67C, 69, 69A, 69B, 70B, 79 and 80 of I.T. Act, 2000 including its amendments and rules.
5. Access or change of your personally identifiable information
To protect your privacy and security, we will verify your identity before granting access or making changes to your personally identifying information. If you have registered your profile on SOCIAL MEDIA 2.0, your registered user ID, Password and other credentials (if any) are required in order to access your profile information.
6. Grievance Redressal
If you have any questions or grievances regarding the privacy statement, practices of the site, or any other transaction issue, please contact our grievance officer on grievance@compubrain.in
We have appointed our grievance officer as per Rule 5 (9) of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 of Information Technology Act, 2000 amended through Information Technology Amendment Act, 2008 and you can contact him (Name: Hiren Doshi) on grievance@compubrain.in
7. What about children’s privacy?
Use of SOCIAL MEDIA 2.0 is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872. If you are under the age of 18, you cannot subscribe on the App/web. If you wish to register on the Site/App then such subscription shall be made by your legal guardian or parent.
Intermediary Compliance Statement (Section 79, IT Act 2000)
These Intermediary Guidelines of compliance statement is in compliance with section 79 of I.T.Act, 2000, and its rules namely The Information Technology (Intermediary Guidelines) Rules, 2011. This statement applies to all users of www.compubrain.com/social, its mobile app and other integrated systems (“SOCIAL MEDIA 2.0”). By using this App/web you agree and acknowledge to be bound by terms of this statement. References in these Terms to “we” or “us” are references to SOCIAL MEDIA 2.0 and its integrated systems and “you” as users of SOCIAL MEDIA 2.0.
Purpose of intermediary compliance
The issue of intermediary compliance is extremely crucial for SOCIAL MEDIA 2.0 which is committed to safeguarding the information provided by its users as well as safeguarding interest of various government agencies.
Terms of statement
(1) As per rules of I.T.Act, 2000, we at SOCIAL MEDIA 2.0 (Intermediary) have published the rules and regulations, privacy policy and user agreement for access or usage of the SOCIAL MEDIA 2.0 app/web and computer resources by any person.
(2) As per Such rules and regulations, terms and conditions or user agreement, we hereby inform you not to host, display, upload, modify, publish, transmit, update or share any information that, –
(a) belongs to another person and to which the user does not have any right to;
(b) is grossly harmful, blasphemous, defamatory, obscene, pornographic including child pornography, pedophilic, libelous, invasive of another’s privacy, hateful or racially, ethnically objectionable, dispersing, relating or encouraging money laundering or gambling or otherwise unlawful in any manner whatever;
(c) Harms minors in any way;
(d) Infringes any patent, trademark, copyright or other proprietary rights;
(e) Violates any law for the time being in force;
(f) Deceives or misleads the address about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(g) Impersonates another person;
(h) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
(i) Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or is insulting any other nation.
(3) We at SOCIAL MEDIA 2.0 agree that we shall not knowingly host or publish any information or shall not initiate the transaction, select the receiver or transmission and select or modify the information contained in the transmission as specified in clause 2.
(4) We at SOCIAL MEDIA 2.0 agree that upon obtaining knowledge by itself or been brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information as mentioned in clause 2 above, have established the system to act within thirty six hours and where applicable, work with user of such information to disable such information that is in contravention of clause 2. Further, we agree to preserve such information and associated records for at least ninety days for investigation purposes. Furthermore, you clearly agree and acknowledge that you remain solely liable for the contents you post in your private messages or on the web/app. (5) By this statement, we at SOCIAL MEDIA 2.0 are informing you that in case of non – compliance of with rules and regulations, user agreement and privacy policy for access or usage, we may terminate the access or usage rights of the users on our app/web and remove non – compliant information.
(6) We at SOCIAL MEDIA 2.0 agree and acknowledge that when required by lawful order, we will provide information or any such assistance to various Government Agencies who are lawfully authorized for investigative, protective, cyber security activity. The information or any such assistance shall be provided for the purpose of verification of identity, or for prevention, detection, investigation, prosecution, cyber security incidences and punishment of offences under any law for the time being in force, on a request in writing stating clearly the purpose of seeking such information or any such assistance.
(7) We at SOCIAL MEDIA 2.0 agree and acknowledge that we have implemented all reasonable measures to secure our computer resource and information contained therein following the reasonable security practices and procedures as prescribed in Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011. You agree and acknowledge that our security controls (as listed in privacy policy) shall be considered as reasonable security practices in case of any uncontrollable security attacks.
(8) We at SOCIAL MEDIA 2.0 agree to share cyber security incidents related information with the Indian Computer Emergency Response Team of India (CERT-IN) as and when requested by authorized representative of CERT-IN.
(9) We at SOCIAL MEDIA 2.0 agree that we shall not knowingly deploy or install or modify the technical configuration of computer resource or become party to any such act which may change or has the potential to change the normal course of operation of the computer resource than what it is supposed to perform thereby circumventing any law for the time being in force. Provided that we may develop, produce, distribute or employ technical means for the sole purpose of performing the acts of securing the computer resource and information contained therein.
(10) We declare that our Grievance Officer shall put its best efforts to redress the complaints within one month from the date of receipt of complaint. Affected parties and Govt. authorities are requested to use below information for any grievances.
Name: Mr. Hiren Doshi
Designation: Grievance Officer, SOCIAL MEDIA 2.0
Contact email: grievance@compubrain.in
Our Process of grievance handling:
Step1: Send email stating facts on our contact email.
Step2: We will send you reply for more details.
Step3: Provide more details and e-evidences to support your facts.
Step4: Grievance Resolution.
Disclaimer Policy
www.compubrain.com/social, its mobile app and other integrated services here in after Referred to as “Social Media 2.0” assures to try its best for relevant services but does not warrant the accuracy or completeness of the services, information and materials or the reliability of any services, advices, opinions, statements or other information as displayed or distributed through the online services, materials and information considering inherent risks relating to technology. You (both registered and unregistered users) agree and acknowledge that any reliance on any such opinion, advice, statement, memorandum, or information shall be at your own/sole risk and consequences attached thereto. Social Media 2.0 hereby reserves its right, in its sole discretion, to correct/rectify any errors or omissions in any portion of its service, information and materials. Social Media 2.0 may make any other changes/improvements in to the services, information, materials and programs or prices (if any) described/published on the app/site at any time without any prior notice. All data and information provided on this app/web is for the purpose of information only.
Social Media 2.0 makes no representations as to accuracy, completeness, suitability, or validity of any services, information and materials on this app/site and shall not be liable for any errors, omissions, anomalies or delays in the same or any losses, injuries, or damages arising from its display or use. All information is provided on an as-is basis. The content is provided for general information only, and you clearly agree and acknowledge that it shall never be treated as a substitute for the professional advice. Any opinions/contents stated on the Site or App is that of the authors/content writers. Dependence on any information provided by other visitors to the Site/App or us is solely at your own risk.
The content comes automatically from sources believed to be accurate, but may contain inaccuracies or typographical errors or may there be a case of omission. Social Media 2.0 site/app makes no representations about the results to be obtained from using the site/app or the contents there of. Also, you clearly agree and acknowledge that we shall not evaluate automatically synchronized contents and therefore use of the app/site and the contents is at your own risk. Tips and advice noted on the app/site might or might not work for everyone or every time and is not a substitute for proper
professional advice. The content posted by you in the form of suggestions and reviews will become our property and you thus grant us the perpetual and transferable rights in such contents. For such use of content by us shall not entitle you any payment or other compensation.
We do not warrant that the servers that make this app/site available will be error, virus, contaminant, malware or bug free and you agree and accept that it is your responsibility to make adequate provision for protection against such threats. We recommend you for malware/virus scanning every time before using our app/site including related services and information.
You agree and acknowledge that in Social Media 2.0 app/site shall never be considered as liable for any incidental, indirect, consequential or special damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of profit, loss of contracts, goodwill, data, information, income, anticipated savings, litigation/legal issues or business relationships, whether or not advised of the possibility of such damage, arising out of or in connection with the use of this app or any linked apps. Also, you agree and acknowledge that Social Media 2.0 shall never be held responsible for legal issues relating to your advertisement contents considering our app/site’s role of being an intermediary. You therefore agree and acknowledge to fully indemnify app/site in case of any liabilities arising out of your advertisement contents.
We hereby declare that we do not have any third party programs for training/installing or selling our services. Any type of issues/losses to you arising out of subscribing from such unauthorized sellers shall never be entertained by us.
You further agree that Social Media 2.0 shall not be held responsible for any uncontrollable security attack leading to failures of confidentiality, accuracy, integrity and availability of information on this app/site and in such cases you agree that Social Media 2.0 app shall not be held responsible for any type of losses that may occur to you as given in provisions of Indian Information Technology Act, 2000 including any amendments in the said Act and any other relevant Acts. You hereby agree that this disclaimer is governed by Laws of India subject to jurisdiction of Ahmedabad, Gujarat without any conflicts of law.
Nothing in this disclaimer notice excludes or limits any warranty implied by law or fraud through negligence, or anything else which it would not be lawful for Social Media 2.0 app to exclude.
By using this app/site you agree and acknowledge to the exclusions and limitations of liability stated above and accept them as reasonable. Do not use this app/site if you do not agree that they are reasonable. If any of the points in this disclaimer notice are found to be unenforceable under applicable law than that shall have no bearing on the enforceability of the rest of the disclaimer notice.
By using this app/site you are clearly accepting all the terms of this disclaimer. If you do not agree with anything in this disclaimer then you shall not use this app/site.
DIGIDEND SUBSCRIPTION SERVICE GENERAL TERMS & CONDITIONS
The term “CompuBrain” is hereinafter referred to as "CB" and the term "The User" or “You” hereinafter appearing shall mean to include the person(s) whose name appears as the customer in the invoice and shall include all its successors-in-interest and assigns.
1) THE USAGE OF FORM SOFTWARE (“SOFTWARE”) UNDER THIS INVOICE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, ALL OF WHICH ARE ACCEPTED BY THE USER, SUPERSEDE USER’S ORDER FORM AND ACKNOWLEDGMENT, IF ANY, CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE USER AND AND CB IS BINDING ON BOTH PARTIES.
2) Purpose of SOFTWARE: The primary purpose of SOFTWARE is to collect data of Forms on the User’s website.(“website”) It will collect data submitted by website visitors. Data may be Leads, Inquiry, Career forms etc. Admin of website can download the whole data in the form of excel sheet from the back-end.
3) Property of CB: The copyright, source code ownership rights and every other intellectual property rights in the programs which constitute SOFTWARE are and remain the property of the CB. You are licensed to use them only if you accept all the terms and conditions set out in this Agreement.
4) Restrictions: User shall not use, copy, modify or transfer SOFTWARE (including its source code and any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database dictionary, except
as expressly provided for in this agreement. User shall not translate, reverse engineer, decompile, disassemble, modify, tamper, alter, conceal, destroy, damage, delete, add, rearrange or create derivative works based on SOFTWARE, except as expressly permitted by the law of this Agreement. You shall not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in SOFTWARE.
5) I.T.Act, 2000: You also agree and acknowledge specific jurisdiction of Indian cyber laws namely I.T.Act,2000 and its amendments from time to time in case of any of aforesaid violations on your part. You agree and acknowledge that you may be held responsible for various sections of Indian I.T.Act,2000 (including its amendments from time to time) including but not limited to sections 65, 66, 72A, 85,43, 43A and 45 for the aforesaid violations.
6) User agrees to pay decided amount per year. There will be 1 month free trial period. The SOFTWARE services will be terminated if payment is not done. Interest shall be levied @1% per month (monthly compounding), if the User does not release payment(s) as per the terms of this agreement.
7) CB shall not be liable to User for failure to perform its obligation in whole or in part, when its performance is prevented by internet failures/errors, flood, drought, fire, or such other casualty, war, riot, insurrection, acts of God, restriction or interference by any government, or governmental agency, strike, work stoppage or slowdown, or any cause beyond the control of CB failing to perform.
8) CB is not in business of selling/buying data and has implemented reasonable security practices and data privacy practices over its IT systems as per Indian I.T.Act,2000 and therefore User clearly agrees that in any case CB shall not be held responsible for any uncontrolled cyber attacks on SOFTWARE.
9) User agrees to keep all CB information confidential and agrees to return and destroy said confidential information as and when requested by CB.
10) User agrees not to hire, poach or solicit CB employees or consultants without the express consent of CB.
11) Any dispute arising out of or in connection with this agreement shall be resolved by referencing the dispute to the Arbitration of a single Arbitrator appointed by CB. Arbitration proceedings shall be governed by the laws of India. The arbitration proceedings shall be held in English language at Ahmedabad, Gujarat. The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide on the costs of the arbitration proceedings. The Parties hereto shall submit to the arbitrator's award and the award shall be enforceable in any competent court of law.
12) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.
13) Confidentiality, non poaching and other obligations having survival nature shall survive change or termination of the parties' business relationship.
14) User agrees and acknowledges that CB shall never be liable for any incidental, indirect, consequential or special damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of profit, loss of contracts, goodwill, data, information, income, anticipated savings, litigation/legal issues or business relationships, whether or not advised of the possibility of such damage, arising out of or in connection with the use of CB products, equipments, software tools and related services.
15) If User wishes to backout from website project with CB, User can download leads/enquiries without claiming any rights on SOFTWARE. If User terminates its website hosting with CB then SOFTWARE services shall be stopped automatically.
16) User clearly agrees that CB shall not be held responsible for the data lost due to technical / server down situations. 17) User has to cooperate in setting up the SOFTWARE including but not limited to DNS Setup, IP whitelisting etc.
18) This SOFTWARE is for data arrangement in proper manner and generally it will not harm any existing functionality of the User’s website but User clearly agrees that CB shall not be held responsible in case of such technical issues/harm. 19) User clearly understands, agrees and acknowledges that User has read this general terms and conditions carefully and considered them as reasonable.
20) Any disputes arising out of this sales shall be subject to Ahmedabad Jurisdictional Courts only and the same shall be governed by the laws applicable in India.
CompuBrain Payment Policy
CompuBrain always believes in helping all customers and has consequently prepared a thoughtful payment policy.
CompuBrain undertakes all projects under the scope of objectives that determine the direction / route followed by the project.
All projects Web Design / Web Development/ Web Applications Development / Mobile Website Design / Mobile Applications Development / Search Engine Optimization / Facebook Design / Facebook Page Maintenance / Social Media Marketing / Domain Registration / Web Hosting / Logo Design / Multimedia / E-mail Marketing/ Internet Reputation Management.
Service Payment Policy
Domain Registration/Renewal 100% Advance
Web Hosting 100% Advance
Web Design/ Web Development/ Web Application 100% Advance Corporate Presentation 100% Advance
Logo Designing/ Stationery Designing 100% Advance
Mobile Website Designing 100% Advance
Mobile Application Development 100% Advance
Social Media Marketing 100% Advance
Search Engine Optimization 100% Advance
Internet Reputation Management 100% Advance
Ad Campaigns (Facebook/Google) 100% Advance
Website Maintenance 100% Advance
Advert Campaigns and any other services offered by CompuBrain are carried out and accepted after total analysis and creation of a complete scope document, in order to ensure that our team has full understanding of the work needed to be done, eliminating possibilities of any project cancellation / reversal / dispute.
Please find below the Payment Policy for all the Services.
Since CompuBrain and the client understand that there is work involved to achieve every milestone of the project and completion of every module, a refund would not be possible for the work once assigned to us.
CompuBrain also respects a decision made by a client to their desire to work with a different provider within 72 hours of the project initiation. In such a scenario CompuBrain would refund the amount for the project as per company policy. However, if the payment is received against the services of Domain Registration, Web Hosting, Search Engine Optimization, Internet Reputation Management, Ad Campaign or Social Media Marketing the payment remains totally non-refundable.
Payments for custom design projects / above services are made to us in increments by client is non- refundable. If a project is canceled or postponed, all charges paid are retained by CompuBrain and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
If we receive a chargeback or payment dispute from a bank or a credit card company, your service and/or project will be suspended without notice. The outstanding balances accrued as a result of the chargeback(s) must be paid in full before the services are restored.
For Social Media Marketing service, the client will be assigned Content Creator status. In case of termination of contract, admin rights of the page will be transferred to the client only after full payment. If the payment is not received within 15 days from the beginning of contract term, CompuBrain reserves the right to freeze page activity and make necessary deletions in terms of Posts and Likes to restore parity between the work done and payment received.
Similarly for Search Engine Optimization and Internet Reputation Management, all the activities carried out to optimize search engine rankings will be nullified and CompuBrain will not be held responsible in case of degradation of results. Total access of Website / Domain Panel / Hosting Panel / Facebook Credentials / CMS website credentials / Email Credentials will be made available only against 100% payment. CompuBrain reserves the rights to that information till the time 100% payment towards the retained services is made.
Invoices generated from Facebook and Google cannot be provided for Facebook Ad Campaigns and Google Adword Campaigns as the bill generated is in a consolidated form containing details of all our other clients. An Invoice generated by CompuBrain will be made available for the above mentioned campaigns.
Any payment / business disputes with CompuBrain are subject to Ahmedabad Jurisdiction. Please read and make sure you fully understand our refund policy prior to making a payment.
No cancellations are entertained for those services that the CompuBrain marketing team had offered on special occasions. These are limited occasion offers and hence cancellations are not possible.
For smooth sailing of the process we would like contact details of a person who has complete control to authorize the payment.
While designing a client's website, CompuBrain reserves the right to place its company monogram on their website. Name:
E-mail Id:
Contact No:
Alternate Contact Person Name (when the concerned person is not available):
E-mail Id and Contact No:
Please send a scanned/ hard copy of this document at once when you receive it with proper signature/ stamp of the concerned person.
Please find enclosed bank details of CompuBrain for your reference.
For any queries, please contact Mr. Hiren Doshi (General Manager, CompuBrain) at hiren@CompuBrain.in, +91 99099 79222 or +91 79 6525 0000.
With best regards,
Bijoy Patel
Business Head, CompuBrain
Authorised Signatory
MSME No. GJ01E0114379
MSME Payment Terms
The Government has placed enormous importance for the protection and development of Micro, Small and Medium Enterprises in the MSMED Act. And, did you know, micro, small and medium enterprises (MSME) enjoy protection from delayed payments under the MSMED Act? Read through this article to know more about delayed payments to MSME businesses.
Delayed Payments to Micro, Small and Medium Enterprises
If any micro or small enterprise that has MSME registration supplies any goods or services, then the buyer is required to make payment on or before the date agreed upon between the buyer and the micro or small enterprise. In case there is no payment date on the agreement, then the buyer is required to make payment within fifteen days of acceptance of good or services. Further, in any case, a payment due to a micro or small enterprise cannot exceed forty-five days from the day of acceptance or the day of deemed acceptance.
Penal Interest on Delayed Payment to MSME Enterprise
In case of failure by the buyer to make payment on time, the buyer is required to pay compound interest with monthly interest rests to the supplier on that amount from the agreed date of payment or fifteen days of acceptance of goods or service. The penal interest chargeable for delayed payment to a MSME enterprise is three times of the bank rate notified by the Reserve Bank of India.
The penal interest paid by the buyer or payable by the buyer is not allowed as a deduction under the Income Tax Act, making the burden, even higher.
Requirement to Disclose in Annual Statement
In case a buyer is required to get the annual accounts audited, then it is the responsibility of the buyer to disclose the following facts in the annual statement.
The principal amount and interest due thereon remaining unpaid to any micro or small supplier at the end of the accounting year;
The amount of interest paid by the buyer and the amount of delayed payments made by the buyer;
The amount of delayed payment interest due and payable;
Bank Details of CompuBrain
Name: M/S COMPUBRAIN
PAN: AAGFC5091H
GSTIN No: 24AAGFC5091H1ZJ
Bank Name: Standard Chartered Bank
Branch: Abhijeet II Gr Floor Mithakhali Six Roads Ahmedabad 380006 Type: Current Account
Ac No: 23305166519
IFSC: SCBL0036051
MICR Code: 380036002
Payment by cheque in the name of CompuBrain
PAYMENT GENERAL TERMS AND CONDITIONS
1. SMM, SEO Billing will be done on a Monthly Basis
2. SMM, SEO Work will not start if the payment has not been received 100% advance (Applicable for new orders) , if payment not received as per the agreed terms SEO activities will be removed from the website
3. If the payment is not received till 10th of the month, the work will get terminated (Applicable for renewals)
4. FAC, FAM, GA, GAM, SSL, DR, WH, VP, EH, ST, DGD, Microsite, SM2.0, NL, CW, YT, YTAM, WM will be terminated if it's not received in 100% advance
• If Domain registration amount not received in Advance and domain gets acquired by any 3rd party CompuBrain will not be held responsible for unavailability of the domain
• If a layout of a website looks similar to the world’s another website, CompuBrain will not held responsible for it, it will be considered as a coincident
• If Website Hosting payment not received on time and website data gets lost after the grace period, even the payment for the services received, CompuBrain will not be held responsible for the data loss
• If SEO payment not received on time, the activities done on the website will be removed without any prior notification
5. Printable files will not be delivered to the client if the payment is not received
6. WD work will not start if a minimum 50% advance is not received
7. The website will not go live before receiving 100% payment of the project
8. PI will only be generated whose advance payment has been received in FY 19-20
9. PI will be generated on 25th of the previous month
10. The invoice will be generated only with a disclaimer and if payment is not received in 48 hours the invoice would be canceled
11. 3rd layout for website shall only be designed after Bijoy's approval
12. 5th logo option shall only be designed after Bijoy's approval
13. CompuBrain will not pay the amount to the content writer if the payment not received from the client
14. The work of Social Media will not be started if the Admin rights are not received
15. SEO and Google Ads work will not be started if the full Google Analytics access not received
16. Any code of our product (Digidend, Social Media 2.0, Gatepass, Availability chart) will not be hosted on 3rd party hosting
17. If the website work continues for more than 60 days, the website quote will be revised
18. Microsite websites work should be completed within 30 days of project activation
19. CompuBrain will upload up to 25 products for an E-commerce website, more than that will be on chargeable basis 20. Website maintenance will be free for 3 months after go-live date, after that the services will be chargeable
21. Social Media team will not deliver any printable file for Ad without payment receipt
22. We sign all our websites with Pride. We will never remove our monogram from the website
23. Do not host the website on the client's server without Bijoy's approval
24. Domain access must be with Compubrain ownership, take Bijoy's approval for 3rd party domain panel
25. Don't work on live environment without 100% advance
26. Maximum 5 calls, 3 email and 1 meeting will be done for payment reminder after that work will be terminated
CompuBrain Internetics Pvt. Ltd Payment Policy
CompuBrain Internetics Pvt. Ltd always believes in helping all customers and has consequently prepared a thoughtful payment policy.
CompuBrain Internetics Pvt. Ltd undertakes all projects under the scope of objectives that determine the direction / route followed by the project.
All projects Web Design / Web Development/ Web Applications Development / Mobile Website Design / Mobile Applications Development / Search Engine Optimization / Facebook Design / Facebook Page Maintenance / Social Media Marketing / Domain Registration / Web Hosting / Logo Design / Multimedia / E-mail Marketing/ Internet Reputation Management, Advert Campaigns and any other services offered by CompuBrain Internetics Pvt. Ltd are carried out and accepted after total analysis and creation of a complete scope document, in order to ensure that our team has full understanding of the work needed to be done, eliminating possibilities of any project cancellation / reversal / dispute.
Service Payment Policy
Domain Registration/Renewal 100% Advance
Web Hosting 100% Advance
Web Design/ Web Development/ Web Application 100% Advance
Corporate Presentation 100% Advance
Logo Designing/ Stationery Designing 100% Advance
Mobile Website Designing 100% Advance
Mobile Application Development 100% Advance
Social Media Marketing 100% Advance
Search Engine Optimization 100% Advance
Internet Reputation Management 100% Advance
Ad Campaigns (Facebook/Google) 100% Advance
Website Maintenance 100% Advance
Please find below the Payment Policy for all the Services.
Since CompuBrain Internetics Pvt. Ltd and the client understand that there is work involved to achieve every milestone of the project and completion of every module, a refund would not be possible for the work once assigned to us. CompuBrain Internetics Pvt. Ltd also respects a decision made by a client to their desire to work with a different provider within 72 hours of the project initiation. In such a scenario CompuBrain Internetics Pvt. Ltd would refund the amount for the project as per company policy. However, if the payment is received against the services of Domain Registration, Web Hosting, Search Engine Optimization, Internet Reputation Management, Ad Campaign or Social Media Marketing the payment remains totally non-refundable.
Payments for custom design projects / above services are made to us in increments by client is non- refundable. If a project is canceled or postponed, all charges paid are retained by CompuBrain Internetics Pvt. Ltd and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
If we receive a chargeback or payment dispute from a bank or a credit card company, your service and/or project will be suspended without notice. The outstanding balances accrued as a result of the chargeback(s) must be paid in full before the services are restored.
For Social Media Marketing service, the client will be assigned Content Creator status. In case of termination of contract, admin rights of the page will be transferred to the client only after full payment. If the payment is not received within 15 days from the beginning of contract term, CompuBrain Internetics Pvt. Ltd reserves the right to freeze page activity and make necessary deletions in terms of Posts and Likes to restore parity between the work done and payment received. Similarly for Search Engine Optimization and Internet Reputation Management, all the activities carried out to optimize search engine rankings will be nullified and CompuBrain Internetics Pvt. Ltd will not be held responsible in case of degradation of results.
Total access of Website / Domain Panel / Hosting Panel / Facebook Credentials / CMS website credentials / Email Credentials will be made available only against 100% payment. CompuBrain Internetics Pvt. Ltd reserves the rights to that information till the time 100% payment towards the retained services is made.
Invoices generated from Facebook and Google cannot be provided for Facebook Ad Campaigns and Google Adword Campaigns as the bill generated is in a consolidated form containing details of all our other clients. An Invoice generated by CompuBrain Internetics Pvt. Ltd will be made available for the above mentioned campaigns.
Any payment / business disputes with CompuBrain Internetics Pvt. Ltd are subject to Ahmedabad Jurisdiction. Please read and make sure you fully understand our refund policy prior to making a payment.
No cancellations are entertained for those services that the CompuBrain Internetics Pvt. Ltd marketing team had offered on special occasions. These are limited occasion offers and hence cancellations are not possible.
For smooth sailing of the process we would like contact details of a person who has complete control to authorize the payment.
While designing a client's website, CompuBrain Internetics Pvt. Ltd reserves the right to place its company monogram on their website.
Name:
E-mail Id:
Contact No:
Alternate Contact Person Name (when the concerned person is not available):
E-mail Id and Contact No:
Please send a scanned/ hard copy of this document at once when you receive it with proper signature/ stamp of the concerned person.
Please find enclosed bank details of CompuBrain Internetics Pvt. Ltd for your reference.
For any queries, please contact Mr. Hiren Doshi (General Manager, CompuBrain Internetics Pvt. Ltd) at hiren@CompuBrain.in, +91 99099 79222 or +91 75748 50000.
With best regards,
Bijoy Patel
Business Head,
CompuBrain Internetics Pvt. Ltd
MSME No. GJ01D0137756
MSME Payment Terms
The Government has placed enormous importance for the protection and development of Micro, Small and Medium Enterprises in the MSMED Act. And, did you know, micro, small and medium enterprises (MSME) enjoy protection from delayed payments under the MSMED Act? Read through this article to know more about delayed payments to MSME businesses.
Delayed Payments to Micro, Small and Medium Enterprises
If any micro or small enterprise that has MSME registration supplies any goods or services, then the buyer is required to make payment on or before the date agreed upon between the buyer and the micro or small enterprise. In case there is no payment date on the agreement, then the buyer is required to make payment within fifteen days of acceptance of good or services. Further, in any case, a payment due to a micro or small enterprise cannot exceed forty-five days from the day of acceptance or the day of deemed acceptance.
Penal Interest on Delayed Payment to MSME Enterprise
In case of failure by the buyer to make payment on time, the buyer is required to pay compound interest with monthly interest rests to the supplier on that amount from the agreed date of payment or fifteen days of acceptance of goods or service. The penal interest chargeable for delayed payment to a MSME enterprise is three times of the bank rate notified by the Reserve Bank of India.
The penal interest paid by the buyer or payable by the buyer is not allowed as a deduction under the Income Tax Act, making the burden, even higher.
Requirement to Disclose in Annual Statement
In case a buyer is required to get the annual accounts audited, then it is the responsibility of the buyer to disclose the following facts in the annual statement.
The principal amount and interest due thereon remaining unpaid to any micro or small supplier at the end of the accounting year;
The amount of interest paid by the buyer and the amount of delayed payments made by the buyer;
The amount of delayed payment interest due and payable;
Authorised Signatory
Bank Details of CompuBrain Internetics Pvt. Ltd Name: CompuBrain Internetics Pvt. Ltd
PAN: AAHCC0887B
GSTIN No: 24AAHCC0887B1ZY
Bank Name: Standard Chartered Bank
Branch: Abhijeet II Gr Floor Mithakhali Six Roads Ahmedabad 380006 Type: Current Account
Ac No: 23305240972
IFSC: SCBL0036051
MICR Code: 380036002
Payment by cheque in the name of CompuBrain Internetics Pvt. Ltd. PAYMENT GENERAL TERMS AND CONDITIONS
1. SMM, SEO Billing will be done on a Monthly Basis
2. Work will not start if the payment has not been received 100% Advanced, if payment not received as per the agreed terms SEO activities will be removed from the website
3. FAC, FAM, GA, GAM, SSL, DR, WH, VP, EH, ST, DGD, Microsite, SM2.0, NL, CW, YT, YTAM, WM will be terminated if it's not received in 100% advance
• If Domain registration amount not received in Advance and domain gets acquired by any 3rd party CompuBrain will not be held responsible for unavailability of the domain
• If a layout of a website looks similar to the world’s another website, CompuBrain will not held responsible for it, it will be considered as a coincident
• If Website Hosting payment not received on time and website data gets lost after the grace period, even the payment for the services received, CompuBrain will not be held responsible for the data loss
• If SEO payment not received on time, the activities done on the website will be removed without any prior notification 4. Printable files will not be delivered to the client if the payment is not received
5. WD work will not start if a minimum 50% advance is not received
6. The website will not go live before receiving 100% payment of the project
7. PI will only be generated whose advance payment has been received in FY 19-20
8. PI will be generated on 25th of the previous month
9. The invoice will be generated only with a disclaimer and if payment is not received in 48 hours the invoice would be canceled
10. 3rd layout for website shall only be designed after Bijoy's approval
11. 5th logo option shall only be designed after Bijoy's approval
12. CompuBrain will not pay the amount to the content writer if the payment not received from the client
13. The work of Social Media will not be started if the Admin rights are not received
14. SEO and Google Ads work will not be started if the full Google Analytics access not received
15. Any code of our product (Digidend, Social Media 2.0, Gatepass, Availability chart) will not be hosted on 3rd party hosting
16. If the website work continues for more than 60 days, the website quote will be revised
17. Microsite websites work should be completed within 30 days of project activation
18. CompuBrain will upload up to 25 products for an E-commerce website, more than that will be on chargeable basis 19. Website maintenance will be free for 3 months after go-live date, after that the services will be chargeable
20. Social Media team will not deliver any printable file for Ad without payment receipt
21. We sign all our websites with Pride. We will never remove our monogram from the website
22. Do not host the website on the client's server without Bijoy's approval
23. Domain access must be with Compubrain ownership, take Bijoy's approval for 3rd party domain panel
24. Don't work on live environment without 100% advance
25. Maximum 5 calls, 3 email and 1 meeting will be done for payment reminder after that work will be terminated
