1.1 "Confidential Information" refers to all secret or proprietary information, including know-how and trade secrets, related to a party's business, projects, products, or services. This information may be communicated orally, visually, in writing, or in other recorded forms. Information is considered confidential if (a) the disclosing party has marked it as such, (b) the disclosing party has informed the receiving party of its confidential nature, or (c) a reasonable person would regard it as secret and confidential due to its nature.
1.2 "Costs" means all direct and indirect expenses incurred by Provider in performing the Services under this Agreement.
1.3 "Parties" refers to the named parties in this Agreement and their respective successors and assigns; "Party" refers to any one of them as the context requires.
1.4 "Services" or "Scope of Work" means the services detailed in Exhibit A, including pay-per-click management services, which may be amended in writing by the parties from time to time.
1.5 "Service Fees" has the meaning given in Exhibit A.
2.1 Engagement. Subject to the terms of this Agreement and Customer's obligation to pay for Service access, Provider shall perform the Services listed in Exhibit A.
2.2 Restrictions on Use. Customer agrees to the following conditions both during and after the term of this Agreement:
2.3 Relationship Between Parties. Provider will act as an independent contractor and manage its employees' performance of the Services. This Agreement does not constitute a partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the parties.
2.4 Provision of Information and Personnel. Customer shall provide necessary information for Provider to perform the Services, including monthly performance reports. Customer's team will be available to Provider as required for completing the Scope of Work.
2.5 Failure by Customer to Deliver Information. If Customer fails to provide necessary information, Provider is not liable for failure to perform the Services listed in Exhibit A.
3.1 Invoice and Payment. Provider shall submit invoices to Customer for Service Fees as agreed between the parties. All fees are payable in U.S. Dollars.
4.1 Calculation of Service Fees. In consideration for the Services, Customer shall pay Provider's Costs plus fees as specified in Exhibit A, payable monthly upon receipt of the invoice unless otherwise provided in Exhibit A.
4.2 Billing; Payments; Late Fees. Provider will invoice Customer at the beginning of each billing cycle. Payments are due upon receipt. Late payments incur a 5% fee. Services may be suspended if Customer is thirty or more days past due. Customer is responsible for any minimum charges during suspension periods. Provider may seek legal remedies for non-payment, including attorney's fees.
4.3 Taxes. Each party is responsible for its own taxes arising under applicable laws related to this Agreement.
Customer shall maintain accurate records of its activities under this Agreement.
6.1 Term. The initial term is twelve months from the Effective Date, with automatic renewal for additional one-month terms unless terminated under Subsection 6.2.
6.2 Termination. Either party may terminate automatic renewal with at least fourteen days' written notice. In case of breach, the non-breaching party may terminate the Agreement if the breach is not cured within thirty days of notice. Provider may terminate with ten days' notice if Customer breaches Section 4.
6.3 Payment upon Expiration or Earlier Termination. Customer shall pay for services provided before termination or expiration.
Customer shall limit use of the Service to trained employees.
If permitted, Customer must ensure that End Users agree to terms substantially similar to this Agreement. Customer is liable for End Users' violations.
Proprietary Information remains the property of Provider and Customer. Both parties have limited rights to use the other's Proprietary Information as specified in this Agreement and must protect it from unauthorized use or disclosure.
Provider warrants it has qualified personnel, facilities, and resources to perform Services. The Service is provided "as is" without any warranties. Provider disclaims liability for any errors or omissions in the Service.
Provider is not liable for any indirect, incidental, or consequential damages related to this Agreement. Some states do not allow the exclusion or limitation of such damages.
Customer and Provider agree to indemnify each other from third-party claims arising from their use of the Service or breaches of this Agreement, provided prompt written notice of the claim is given.
Proprietary Marks. Neither party may use the other's trademarks or proprietary designations without prior written consent.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes prior agreements. Amendments must be in writing and signed by both parties.
Severability. Invalid or unenforceable provisions do not affect the remaining provisions.
Waiver; Modifications. No waiver or modification is effective unless in writing and signed by both parties.
Survival. Certain sections survive termination of the Agreement.
Execution. This Agreement may be executed in counterparts and by facsimile or PDF signature.
Governing Law and Forum; Attorneys' Fees. The Agreement is governed by the laws of the State of Maharashtra. Disputes are resolved in Maharashtra courts. The prevailing party is entitled to attorney's fees.
Relationship of Parties. The parties are independent contractors.
Uncontrollable Events. Parties are not liable for delays or failures due to uncontrollable events.